10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2012

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act)   Yes x  No o

 Commission File Number 000-52758

RainEarth Inc.

(formerly GoldRock Resources, Inc.)

(Name of small business issuer in its charter)

Nevada	N/A
(State or Other Jurisdiction of Organization)	(IRS Employer Identification #)

A No.1 Building, ShangDu International Tower,

No.8 DongDaQiao Road, Beijing,

China 100020

(Address of principal executive offices, including zip code)

1

(852) 3005-7220

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

The Registrant is a Shell company. Yes o  No x

As of March 5, 2013 the Company has 52,000,000 shares of common stock issued and outstanding.

2

RainEarth Inc.

Form 10-Q for the period ended October 31, 2012

TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
	ITEM 1 - FINANCIAL STATEMENTS (Unaudited)		4
		Balance Sheets	5
		Statements of Operations	6
		Statements of Stockholders' Equity (Deficit)	7
		Statements of Cash Flows	8
		Notes to Financial Statements	9
	ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		14
	ITEM 3 -QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		18
	ITEM 4 - CONTROLS AND PROCEDURES		18
	ITEM 4A - INTERNAL CONTROL OVER FINANCIAL REPORTING		19
PART II - OTHER INFORMATION
	ITEM 1 - LEGAL PROCEEDINGS		19
	ITEM 2  - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		19
	ITEM 3  - DEFAULTS UPON SENIOR SECURITIES		19
	ITEM 4  - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		19
	ITEM 5  - OTHER INFORMATION		19
	ITEM 6  - EXHIBITS		20
	SIGNATURES		21

3

Item 1. Financial Statements (Unaudited) and Supplementary Data.

RainEarth Inc. 

(A Development Stage Company) 

October 31, 2012 and 2011 

Index to Financial Statements

Contents	Page
Balance Sheets at October 31, 2012 and 2011	5
Statements of Operations for the Three and Six Months Ended October 31, 2012 and 2011, and for the Period from March 14, 2006 (inception) through October 31, 2012	6
Statement of Stockholders’ Deficit for the Period from March 14, 2006 (Inception) through October 31, 2012	7
Statements of Cash Flows for the Three and Six Months Ended October 31, 2012 and 2011 and for the Period from March 14, 2006 (Inception) through October 31, 2012	8
Notes to the Financial Statements	9 - 13

4

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
	October 31,			April 30,
	2012			2012
	(Unaudited)
ASSETS
Current Assets
Cash	$	15		$	377
Total Current Assets		15			377
Other assets		—			—
Total Assets	$	15		$	377
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	116,397		$	110,351
Due to related parties		49,325			49,325
Loan payable		5,500			—
Total current liabilities		171,222			159,676
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
Committed to be issued: 5,200,000 and 0 shares, respectively		52			—
Additional paid-in capital		851,843			794,615
Deficit accumulated during
the development stage		(1,023,622	)		(954,434
Total stockholders' equity (deficit)		(171,207	)		(159,299
Total Liabilities and Stockholders' Equity	$	15		$	377

See notes to financial statements.

5

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
			Three months ended October 31, 2012		Three months ended October 31, 2011		Six months ended October 31, 2012		Six months ended October 31, 2011		Cumulative during the  development stage (March 14, 2006 to October 31, 2012)
Revenues		$	-	$	-	$	-	$	-	$	-
Expenses
	Impairment of investment in Beijing RainEarth		-		-		-		-		604,756
	Amortization of investment in Beijing RainEarth		-		-		-		-		35,244
	Donated rent		750		750		1,500		1,500		19,875
	Donated services		1,500		1,500		3,000		3,000		39,750
	General and administrative		4,572		36		5,108		97		49,662
	Impairment of mineral claim acquisition costs		-		-		-		-		3,062
	Professional fees		10,040		7,861		59,580		33,320		271,273
Total Costs and Expenses			16,862		10,147		69,188		37,917		1,023,622
Net Loss		$	(16,862)	$	(10,147)	$	(69,188)	$	(37,917)	$	(1,023,622)
Net Loss per share
	Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

See notes to financial statements.

6

RainEarth Inc. (formerly Gold Rock Resources Inc.)

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

For the period March 14, 2006 (Inception) to October 31, 2012

(Expressed in US Dollars)

	$0.00001 Par Value	Committed to be issued Shares		Committed to be issued $0.00001 Par Value		Additional Paid in Capital			Deficit Accumulated During the Development Stage			Total Stockholders’ Equity (Deficit)
Common stock issued for cash
at a price of $0.000001 per share	100	—	$	—	$	(90	)	$	—		$	10
Donated services and rent	—	—		—		1,125			—			1,125
Net loss	—	—		—		—			(19,175	)		(19,175	)
Balance, April 30, 2006	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	100	—		—		10,035			(49,665	)		(39,530	)
Sale of shares in public	—
offering at $0.01 per share	100	—		—		99,900			—			100,000
Donated services and rent	—	—		—		9,000			—			9,000
Net loss	—	—		—		—			(34,510	)		(34,510	)
Balance, April 30, 2008	200	—		—		118,935			(84,175	)		34,960
Common stock issued in connection	—
with investment in Beijing RainEarth	320	—		—		639,680			—			640,000
Donated services and rent	—	—		—		9,000			—			9,000
Net loss	—	—		—		—			(53,602	)		(53,602	)
Balance, April 30, 2009	520	—		—		767,615			(137,777	)		630,358
Donated services and rent	—	—		—		9,000			—			9,000
Net loss	—	—		—		—			(704,269	)		(704,269	)
Balance, April 30, 2010	520	—		—		776,615			(842,046	)		(64,911	)
Donated services and rent	—	—		—		9,000			—			9,000
Net loss	—	—		—		—			(49,296	)		(49,296	)
Balance, April 30, 2011	520	—		—		785,615			(891,342	)		(105,207	)
Donated services and rent	—	—		—		9,000			—			9,000
Net loss	—	—		—		—			(63,092	)		(63,092	)
Balance, April 30, 2012	520	—		—		794,615			(954,434	)		(159,299	)
Unaudited:
Common stock committed to be issued
in connection with consulting agreement	—	5,200,000		52		52,728			—			52,780
Donated services and rent	—	—		—		4,500			—			4,500
Net loss	—	—		—		—			(69,188	)		(69,188	)
Balance, October 31, 2012	520	5,200,000	$	52	$	851,843		$	(1,023,622	)	$	(171,207	)

See notes to financial statements.

7

RainEarth Inc. (formerly Gold Rock Resources Inc.)

(A Development Stage Company)

Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited)

	Six months ended October 31, 2012			Six months ended October 31, 2011			Cumulative during the  development stage (March 14, 2006 to October 31, 2012)
Cash Flows from Operating Activities
Net loss	$	(69,188	)	$	(37,917	)	$	(1,023,622	)
Adjustments to reconcile net loss to net cash
used for operating activities:
Impairment of investment in Beijing RainEarth		—			—			604,756
Amortization of investment in Beijing RainEarth		—			—			35,244
Impairment of mineral claim acquisition costs		—			—			3,062
Donated services		3,000			3,000			39,750
Donated rent		1,500			1,500			19,875
Issuance of Common Stock for professional service		52,780			—			52,780
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		6,046			31,435			116,397
Net cash provided by (used for) operating activities		(5,862	)		(1,982	)		(151,758	)
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 parties		—			2,089			49,325
Proceeds from loans		5,500			—			5,500
Proceeds from sales of common stock		—			—			100,010
Net cash provided by (used for) financing activities		5,500			2,089			154,835
Increase (decrease) in cash		(362	)		107			15
Cash, beginning of period		377			346			—
Cash, end of period	$	15		$	453		$	15
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
Common stock committed to be issued
in connection with consulting agreement	$	52,780		$	—		$	52,780

See notes to financial statements.

8

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
For the periods ended October 31, 2012 and 2011

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 RainEarth 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. In August 2010 (see Note 5), the Business Cooperation Agreement was terminated.

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 October 31, 2012, the Company had cash of $15 and negative working capital of $171,207. For the six months ended October 31, 2012 and 2011, the Company had net losses of $69,188 and $37,917, 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 future business ventures. 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

The unaudited financial statements as of October 31, 2012 and for the three and six months ended October 31, 2012 and 2011 and for the period from March 14, 2006 (inception) to October 31, 2012 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of October 31, 2012 and the results of operations and cash flows for the periods ended October 31, 2012 and 2011.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the three and six month periods ended October 31, 2012 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending April 30, 2013. The balance sheet at April 30, 2012 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended April 30, 2012 as included in our report on Form 10-K filed January 17, 2013. 

9

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
For the periods ended October 31, 2012 and 2011

Note 3. Related Party Balances/Transactions

a) During the six months ended October 31, 2012 and 2011, the Company recognized a total of $3,000 (2011 - $3,000) for donated services at $500 per month and $1,500 for donated rent at $250 per month provided by the President of the Company at no cost.

b) At October 31, 2012, the Company is indebted to a current director for $4,304 and to a former director of the Company (who resigned September 4, 2008) for $45,021. Both liabilities are 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

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 provided 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 provided 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 was 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.

In the three months ended April 30, 2010, the Company and Beijing RainEarth verbally agreed to terminate the Business Cooperation Agreement. As a result, the Company wrote off the remaining $604,756 unamortized balance of its investment in Beijing RainEarth at April 30, 2010 and recognized an impairment charge of $604,756 in operations for the three months ended April 30, 2010.

In August 2010, the Company and Beijing RainEarth executed a termination of Agreement whereby the Business Cooperation Agreement was terminated in writing.

For the period March 14, 2006 (inception) to October 31, 2012, the Company did not receive or accrue any consulting services fees from Beijing RainEarth.

10

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
For the periods ended October 31, 2012 and 2011

Note 6. Accounts payable and Accrued Liabilities.

Accounts payable and accrued liabilities consist of:

	October 31, 2012		April 30, 2012
Presidents Corporate Group Corp. (“PCG”) (Note 11)	$	35,246	$	1,000
Above the Best Consulting		64,549		57,349
Michael T. Studer CPA P.C.		15,732		51,132
Other		870		870
Total	$	116,397	$	110,351

On October 3, 2012, the Company reduced its then $51,132 balance due its independent registered public accounting firm Michael T. Studer CPA P.C. (“Studer”) to $15,732 as a result of the payment of $5,000 cash to Studer and an agreed reduction of $30,400. The $30,400 has been reflected as a reduction of professional fees in the statement of operations for the three months ended October 31, 2012.

Note 7. Loan Payable 

Loan payable as at October 31, 2012 is $5,500 (April 30, 2012 - $0) owing to a company owned by an office of PCG. The loan is unsecured, non-interest bearing and has no fixed terms of repayment.

11

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
For the periods ended October 31, 2012 and 2011

Note 8. 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.

12

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
For the periods ended October 31, 2012 and 2011

Note 9. 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 10. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At October 31, 2012, the Company had a net operating loss carryforward of $271,217, which expires $18,050 in 2026, $21,490 in 2027, $25,510 in 2028, $41,358 in 2029, $58,513 in 2030, $40,296 in 2031, $54,092 in 2032 and $11,908 in 2033. 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 carryforward have not been recognized in these financial statements because the Company has not determined it to be more likely than not that it will utilize the net operating loss carryforward in future years. At October 31, 2012, the valuation allowance established against the deferred tax asset is $92,214.

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

		October 31, 2012		April 30, 2012
Net Losses From Inception	$	1,023,622	$	954,434
Less stock-based compensation		(52,780)		-
Less donated rent and services		(59,625)		(55,125)
Less amortization and impairment of investment in Beijing RainEarth		(640,000)		(640,000)
Net operating loss carryforward for tax purposes		271,217		259,309
Statutory Tax Rate		34%		34%
Deferred Tax Asset at 34%		92,214		88,165
Valuation Allowance		(92,214)		(88,165)
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.

13

RainEarth Inc. (formerly Gold Rock Resources Inc.)
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
For the periods ended October 31, 2012 and 2011

Note 11. Commitments and Contingencies 

Effective May 1, 2012, the Company entered into a Consultancy Services Agreement with PCG. The agreement provides for PCG to administer day-to day activities of the Company for a term of three years ending April 30, 2015. The agreement provides for compensation to PCG at a rate of $5,000 per month and the issuance of shares of Company common stock to PCG each quarter end equal to 5% of the issued and outstanding shares of Company Common Stock at each quarter end. For the six months ended October 31, 2012, professional fees included accrued amounts due PCG of $82,780 ($30,000 cash compensation due to PCG plus $30,940 fair value of 2,600,000 shares of Company Common Stock at July 31, 2012 committed to be issued to PCG plus $21,840 fair value of 2,600,000 shares of Company Common Stock at October 31, 2012 committed to be issued to PCG).

14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND   RESULTS OF OPERATIONS 

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

15

Overview of the Company's Business

We are a development stage Corporation and have not yet generated or realized any revenues from our business operations.

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

Our exploration target was to find an ore body containing gold. Our success depended 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. 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 did not warrant any additional exploration and/or expenditures and the claim was allowed to expire in April 2009.

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 was to jointly conduct a Hollow Fiber Membrane Materials’ application and manufacturing business in China.

16

The Company was to 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 $20,000,000 for China RainEarth's financial obligations.

China RainEarth retained 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 was to give 60% of its revenue after deduction of direct operating costs, expenses and taxes to the Company in consideration of the Company’s services.

On May 27, 2009 the Company changed its name to RainEarth Inc. to better reflect its then business. In August 2010, the Business Cooperation Agreement was terminated.

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 can not raise it, we will have to suspend or cease operations.

Employee and Employment Agreements

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

Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development 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, and possible cost overruns due to price and cost increases in services.

17

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 Operations

For the Three Months ended October 31, 2012

Operating Revenues. Operating revenues for the three months ended October 31, 2012 and 2011 were both $0.

Operating Expenses. The Company's operating expenses totaled $16,862 for the quarter ended October 31, 2012, compared to $10,147 for the same quarter of 2011. The change was mainly caused by an increase in professional fees and General and administrative expense.

Net Loss. The Company has recorded a loss of $16,862 for the quarter ended October 31, 2012, compared to a loss of $10,147 for the same period of 2011. The change was mainly caused by an increase in professional fees and General and administrative expense.

For the Six Months ended October 31, 2012

Operating Revenues. Operating revenues for the three months ended October 31, 2012 and 2011 were both $0.

Operating Expenses. The Company's operating expenses totaled $69,188 for the quarter ended October 31, 2012, compared to $37,917 for the same quarter of 2011. The change was mainly caused by an increase in professional fees and General and administrative expense.

Net Loss. The Company has recorded a loss of $69,188 for the quarter ended October 31, 2012, compared to a loss of $37,917 for the same period of 2011. The change was mainly caused by an increase in professional fees and General and administrative expense.

Liquidity and Capital Resources

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

18

Cash balances as of October 31, 2012 and April 30, 2012 were $15 and $377, respectively.

Net cash used for operating activities for the six months ended October 31, 2012 and 2011 was $5,862 and $1,982, respectively.

Net cash provided by financing activities for the six months ended October 31, 2012 and 2011 was $5,500 and $2,089, respectively.

As of October 31, 2012, our total assets were $15 and total liabilities were $171,222.

Off Balance Sheet Arrangements

We do not have any obligations that meet the definition of an off-balance-sheet arrangement that have or are reasonably likely to have a material effect on our financial statements, which has not been consolidated.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or GAAP, requires the Company 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. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available for such items. The Company revises the recorded estimates when better information is available, facts change or actual amounts can be determined. These revisions can affect operating results. 

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4.    CONTROLS AND PROCEDURES

Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

19

There were no changes in our internal controls or in other factors during the period covered by this report that have materially affected, or are likely to materially affect the Company's internal control over financial reporting.

ITEM 4A. INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

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

For the six months ended October 31, 2012, the Company committed to issue Presidents Corporate Group Corp. a total of 5,200,000 shares of Company Common Stock pursuant to a Consulting Service Agreement effective May 1, 2012. See Note 11 to financial statements.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5 - OTHER INFORMATION

None.

20

ITEM 6 - EXHIBITS

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 Of The Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 Of The Sarbanes-Oxley Act of 2002.

21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this5^th day of March, 2013.

RainEarth Inc.
(the "Registrant")
BY:	/s/ YongFu Zhu
	YongFu Zhu, President, Principal Executive Officer
BY:	/s/ TianHui Yin
	TianHui Yin, Secretary, Treasurer, Principal Financial Officer and Principal Accounting Officer

22

EX-31.1

EXHIBIT 31.1

                        CERTIFICATION PURSUANT TO SECTION

                          302 OF THE SARBANES OXLEY ACT

I, Zhu, YongFu, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of RainEarth Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material act or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,  results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4)  The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

        (a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)    Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

       (d)    Disclosed in this report any change in the small business  issuer's internal control over financial reporting that occurred during the small business issuer's most recent  fiscal  quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

(5)  The small business issuer's other certifying officer(s) and I have disclosed, based on our  most recent evaluation of internal control over financial reporting, to the small business  issuer's auditors and the audit committee of the small business issuer's board of directors (or  persons performing the equivalent functions):

        (a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

        (b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

	RainEarth Inc.
March 5, 2013	By:	/s/ Zhu, YongFu
		Zhu, YongFu
		President, Chairman

EX-31.2

EXHIBIT 31.2

                        CERTIFICATION PURSUANT TO SECTION

                          302 OF THE SARBANES OXLEY ACT

I, Yin, TianHui, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of RainEarth Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4)  The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in  Exchange  Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

        (a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)    Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

       (d)    Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

(5)  The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business  issuer's auditors and the audit committee of the small business issuer's board of directors (or  persons performing the equivalent functions):

        (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

        (b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

	RainEarth Inc.
March 5, 2013	By:	/s/ Yin, TianHui
		Yin, TianHui
		Director and Secretary

EX-32.1

Exhibit 32.1

                     CERTIFICATION OF DISCLOSURE PURSUANT TO

                     18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     I, Zhu, YongFu, President of RainEarth Inc. (formerly GOLD ROCK RESOURCES, INC.) certify pursuant to 18 U.S.C. Section 1350 as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1) the Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012 (the "Periodic Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of RainEarth Inc.

	RainEarth Inc.
March 5, 2013	By:	/s/ Zhu, YongFu
		Zhu, YongFu
		President

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to RainEarth Inc. and will be retained by RainEarth Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

                     CERTIFICATION OF DISCLOSURE PURSUANT TO

                  18 U.S.C. SECTION 1350,

                     AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     I, Yin, TianHui, Secretary of RainEarth Inc. (formerly GOLD ROCK RESOURCES, INC.), certify pursuant to 18 U.S.C. Section 1350 as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1) the Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012 (the "Periodic Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of RainEarth Inc.

	RainEarth Inc.
March 5, 2013	By:	/s/  Yin, TianHui
		Yin, TianHui
		Secretary

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to RainEarth Inc. and will be retained by RainEarth Inc. furnished to the Securities and Exchange Commission or its staff upon request.

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Note 10. Income Taxes (Details) (USD $)	3 Months Ended		6 Months Ended		74 Months Ended	80 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011	Apr. 30, 2012	Oct. 31, 2012
Note 10. Income Taxes Details
Net Loss From Inception	$ (16,862)	$ (10,147)	$ (69,188)	$ (37,917)	$ 954,434	$ (1,023,622)
Less Stock Based Compensation			52,780			(52,780)
Less donated rent and services					(55,125)	(59,625)
Less amortization and impairment of investment in Beijing RainEarth					(640,000)	(640,000)
Net operating loss carryforward for tax purposes	271,217		271,217		259,309	271,217
Statutory tax rate					34.00%	34.00%
Deferred tax asset at 34%	92,214		92,214		88,165	92,214
Valuation allowance	(92,214)		(92,214)		(88,165)	(92,214)
Net Deferred Tax Asset	$ 0		$ 0		$ 0	$ 0

XML

Note 4. Mineral Claim

6 Months Ended

Oct. 31, 2012

Extractive Industries [Abstract]

Note 4. Mineral Claim

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.

XML

Note 3. Related Party Balances/Transactions

6 Months Ended

Oct. 31, 2012

Related Party Transactions [Abstract]

Note 3. Related Party Balances/Transactions

Note 3. Related Party Balances/Transactions

a) During the six months ended October 31, 2012 and 2011, the Company recognized a total of $3,000 (2011 - $3,000) for donated services at $500 per month and $1,500 for donated rent at $250 per month provided by the President of the Company at no cost.

b) At October 31, 2012, the Company is indebted to a current director for $4,304 and to a former director of the Company (who resigned September 4, 2008) for $45,021. Both liabilities are non-interest bearing, unsecured and due on demand.

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Balance Sheets (USD $)	Oct. 31, 2012	Apr. 30, 2012
Current Assets
Cash	$ 15	$ 377
Total Current Assets	15	377
Other assets
Total Assets	15	377
Current Liabilities
Accounts payable and accrued liabilities	116,397	110,351
Due to related parties	49,325	49,325
Loan payable	5,500
Total current liabilities	171,222	159,676
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
Committed to be issued: 5,200,000 and 0 shares, respectively	52
Additional paid-in capital	851,843	794,615
Deficit accumulated during the development stage	(1,023,622)	(954,434)
Total stockholders' equity (deficit)	(171,207)	(159,299)
Total Liabilities and Stockholders' Equity	$ 15	$ 377

XML

Note 1. Organization and Business Operations

6 Months Ended

Oct. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 1. Organization and Business Operations

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 RainEarth 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. In August 2010 (see Note 5), the Business Cooperation Agreement was terminated.

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 October 31, 2012, the Company had cash of $15 and negative working capital of $171,207. For the six months ended October 31, 2012 and 2011, the Company had net losses of $69,188 and $37,917, 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 future business ventures. 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.

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Note 5. Investment in Beijing RainEarth (Details Narrative) (Beijing RainEarth)	0 Months Ended	1 Months Ended
	Mar. 25, 2012	Aug. 31, 2012
Beijing RainEarth
Agreement Terms	The Agreement provided 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 provided 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.
Agreement Duration	20 years
Stock issued	32,000,000
Percentage of Outstanding Shares Issued	61.50%
Agreement Termination		In August 2010, the Company and Beijing RainEarth executed a termination of Agreement whereby the Business Cooperation Agreement was terminated in writing.

XML

Note 9. Public Offering (Details Narrative) (USD $)	9 Months Ended
	Oct. 26, 2007	Feb. 01, 2007
Note 9. Public Offering Details Narrative
Common stock sold in public offering, amount	100,000
Common stock sold in public offering, shares	$ 10,000,000
Shares of Common Stock Registered with SEC		20,000,000
Share value of common stock registered with SEC		$ 200,000
Common Stock per share value		$ 0.01

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Note 2. Interim Financial Statements

6 Months Ended

Oct. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 2 - Interim Financial Statements

Note 2. Interim Financial Statements

The unaudited financial statements as of October 31, 2012 and for the three and six months ended October 31, 2012 and 2011 and for the period from March 14, 2006 (inception) to October 31, 2012 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of October 31, 2012 and the results of operations and cash flows for the periods ended October 31, 2012 and 2011.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the three and six month periods ended October 31, 2012 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending April 30, 2013. The balance sheet at April 30, 2012 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended April 30, 2012 as included in our report on Form 10-K filed January 17, 2013. 

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Balance Sheets (Parenthetical) (USD $)	Oct. 31, 2012	Apr. 30, 2012
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	1,000,000,000	1,000,000,000
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares issued	52,000,000	52,000,000
Common stock, shares outstanding	52,000,000	52,000,000
Common stock, committed to be issued	5,200,000	0

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Note 10. Income Taxes (Tables)

6 Months Ended

Oct. 31, 2012

Income Tax Disclosure [Abstract]

Deferred Tax Asset and Amount of Valuation Allowance

		October 31, 2012		April 30, 2012
Net Losses From Inception	$	1,023,622	$	954,434
Less stock-based compensation		(52,780)		-
Less donated rent and services		(59,625)		(55,125)
Less amortization and impairment of investment in Beijing RainEarth		(640,000)		(640,000)
Net operating loss carryforward for tax purposes		271,217		259,309
Statutory Tax Rate		34%		34%
Deferred Tax Asset at 34%		92,214		88,165
Valuation Allowance		(92,214)		(88,165)
Net Deferred Tax Asset	$	-	$	-

XML

Document and Entity Information	6 Months Ended
	Oct. 31, 2012	Mar. 05, 2013
Document And Entity Information
Entity Registrant Name	RainEarth Inc.
Entity Central Index Key	0001369140
Document Type	10-Q
Document Period End Date	Oct. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		52,000,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

Note 6. Accounts payable and Accrued Liabilities. (Tables)

6 Months Ended

Oct. 31, 2012

Payables and Accruals [Abstract]

Accounts payable and accrued liabilities

	October 31, 2012		April 30, 2012
Presidents Corporate Group Corp. (“PCG”) (Note 11)	$	35,246	$	1,000
Above the Best Consulting		64,549		57,349
Michael T. Studer CPA P.C.		15,732		51,132
Other		870		870
Total	$	116,397	$	110,351

XML

Statements of Operations (USD $)	3 Months Ended		6 Months Ended		80 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
Income Statement [Abstract]
Revenues
Expenses
Impairment of investment in Beijing RainEarth					604,756
Amortization of investment in Beijing RainEarth					35,244
Donated rent	750	750	1,500	1,500	19,875
Donated services	1,500	1,500	3,000	3,000	39,750
General and administrative	4,572	36	5,108	97	49,662
Impairment of mineral claim acquisition costs					3,062
Professional fees	10,040	7,861	59,580	33,320	271,273
Total Costs and Expenses	16,862	10,147	69,188	37,917	1,023,622
Net Loss	$ (16,862)	$ (10,147)	$ (69,188)	$ (37,917)	$ (1,023,622)
Net Loss per share
Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00

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Note 7. Loan Payable

6 Months Ended

Oct. 31, 2012

Debt Disclosure [Abstract]

Note 7. Loan Payable

Note 7. Loan Payable 

Loan payable as at October 31, 2012 is $5,500 (April 30, 2012 - $0) owing to a company owned by an office of PCG. The loan is unsecured, non-interest bearing and has no fixed terms of repayment.

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Note 6. Accounts payable and Accrued Liabilities.

6 Months Ended

Oct. 31, 2012

Payables and Accruals [Abstract]

Note 6. Accounts payable and Accrued Liabilities.

Note 6. Accounts payable and Accrued Liabilities.

Accounts payable and accrued liabilities consist of:

	October 31, 2012		April 30, 2012
Presidents Corporate Group Corp. (“PCG”) (Note 11)	$	35,246	$	1,000
Above the Best Consulting		64,549		57,349
Michael T. Studer CPA P.C.		15,732		51,132
Other		870		870
Total	$	116,397	$	110,351

On October 3, 2012, the Company reduced its then $51,132 balance due its independent registered public accounting firm Michael T. Studer CPA P.C. (“Studer”) to $15,732 as a result of the payment of $5,000 cash to Studer and an agreed reduction of $30,400. The $30,400 has been reflected as a reduction of professional fees in the statement of operations for the three months ended October 31, 2012.

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Note 6. Accounts payable and Accrued liabilities (Details Narrative) (USD $)			1 Months Ended
	Oct. 31, 2012	Apr. 30, 2012	Oct. 31, 2012 Michael T. Studer CPA	Oct. 03, 2012 Michael T. Studer CPA
Subsequent Event [Line Items]
Outstanding to Accounting Firm	$ 116,397	$ 110,351		$ 51,132
Cash paid to Studer			5,000
Liability reduction			30,400
New outstanding after the liability reduction				$ 15,732

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Note 1. Organization and Business Operations (Details Narrative) (USD $)	0 Months Ended	3 Months Ended
	Jul. 11, 2008	Jul. 11, 2008	Oct. 31, 2012	Apr. 30, 2012
Notes to Financial Statements
Negative working capital			$ 171,207
Common Stock Issued and Outstanding before stock split	2,000,000	2,000,000
Forward common stock split		10 for 1 forward stock split
Preferred Shares Authorized before stock split	100,000,000	100,000,000
Common Shares Authorized before stock split	100,000,000	100,000,000
Common Stock Issued and Outstanding after stock split	20,000,000
Preferred Shares Authorized	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Common Shares Authorized	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

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Note 10. Income Taxes

6 Months Ended

Oct. 31, 2012

Income Tax Disclosure [Abstract]

Note 10. Income Taxes

Note 10. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At October 31, 2012, the Company had a net operating loss carryforward of $271,217, which expires $18,050 in 2026, $21,490 in 2027, $25,510 in 2028, $41,358 in 2029, $58,513 in 2030, $40,296 in 2031, $54,092 in 2032 and $11,908 in 2033. 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 carryforward have not been recognized in these financial statements because the Company has not determined it to be more likely than not that it will utilize the net operating loss carryforward in future years. At October 31, 2012, the valuation allowance established against the deferred tax asset is $92,214.

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

		October 31, 2012		April 30, 2012
Net Losses From Inception	$	1,023,622	$	954,434
Less stock-based compensation		(52,780)		-
Less donated rent and services		(59,625)		(55,125)
Less amortization and impairment of investment in Beijing RainEarth		(640,000)		(640,000)
Net operating loss carryforward for tax purposes		271,217		259,309
Statutory Tax Rate		34%		34%
Deferred Tax Asset at 34%		92,214		88,165
Valuation Allowance		(92,214)		(88,165)
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.

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Note 8. Preferred Stock - Terms and Conditions

6 Months Ended

Oct. 31, 2012

Equity [Abstract]

Note 8. Preferred Stock - Terms and Conditions

Note 8. 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.

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Note 9. Public Offering

6 Months Ended

Oct. 31, 2012

Equity [Abstract]

Note 9. Public Offering

Note 9. 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.

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Note 11. Commitments and Contingencies

6 Months Ended

Oct. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Note 11. Commitments and Contingencies

Note 11. Commitments and Contingencies

Effective May 1, 2012, the Company entered into a Consultancy Services Agreement with Presidents Corporate Group Corp.(“PCG”). The agreement provides for PCG to administer day-to day activities of the Company for a term of three years ending April 30, 2015. The agreement provides for compensation to PCG at a rate of $5,000 per month and the issuance of shares of Company common stock to PCG each quarter end equal to 5% of the issued and outstanding shares of Company Common Stock at each quarter end. For the six months ended October 31, 2012, professional fees included accrued amounts due PCG of $82,780 ($30,000 cash compensation due to PCG plus $30,940 fair value of 2,600,000 shares of Company Common Stock at July 31, 2012 committed to be issued to PCG plus $21,840 fair value of 2,600,000 shares of Company Common Stock at October 31, 2012 committed to be issued).

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Note 4. Mineral Claim (Details Narrative) (USD $)	6 Months Ended		80 Months Ended	0 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Apr. 07, 2006 SummerCreekValleyMember	Apr. 19, 2009 SummerCreekValleyMember
Mining Claim Acquired				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.
Payment to Acquire Mineral Claim			$ 3,062	$ 3,062
Mineral Claim Forfeited					Forfeited due to non payment of renewal fees.

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Note 10. Income Taxes (Details Narrative)	6 Months Ended
	Oct. 31, 2012
Note 10. Income Taxes Details Narrative
Net operating loss carryforward expiration	At October 31, 2012, the Company had a net operating loss carryforward of $271,217, which expires $18,050 in 2026, $21,490 in 2027, $25,510 in 2028, $41,358 in 2029, $58,513 in 2030, $40,296 in 2031, $54,092 in 2032 and $11,908 in 2033.

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Statements of Cash Flows (USD $)	6 Months Ended		80 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
Cash Flows from Operating Activities
Net Loss	$ (69,188)	$ (37,917)	$ (1,023,622)
Impairment of investment in Beijing RainEarth			604,756
Amortization of investment in Beijing RainEarth			35,244
Impairment of mineral claim acquisition costs			3,062
Donated services	3,000	3,000	39,750
Donated rent	1,500	1,500	19,875
Issuance of Common Stock for professional service	52,780		(52,780)
Changes in operating assets and liabilities
Accounts payable and accrued liabilities	6,046	31,435	116,397
Net cash provided by (used for) operating activities	(5,862)	(1,982)	(151,758)
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 parties		2,089	49,325
Proceeds from loans	5,500		5,500
Proceeds from sales of common stock			100,010
Net cash provided by (used for) financing activities	5,500	2,089	154,835
Increase (decrease) in cash	(362)	107	15
Cash, beginning of period	377	346
Cash, end of period	15	453	15
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
Common stock committed to be issued in connection with consulting agreement	$ 52,780		$ 52,780

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Note 5. Investment in Beijin RainEarth

6 Months Ended

Oct. 31, 2012

Schedule of Investments [Abstract]

Note 5. Investment in Beijin RainEarth

Note 5. Investment in Beijing RainEarth

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 provided 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 provided 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 was 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.

In the three months ended April 30, 2010, the Company and Beijing RainEarth verbally agreed to terminate the Business Cooperation Agreement. As a result, the Company wrote off the remaining $604,756 unamortized balance of its investment in Beijing RainEarth at April 30, 2010 and recognized an impairment charge of $604,756 in operations for the three months ended April 30, 2010.

In August 2010, the Company and Beijing RainEarth executed a termination of Agreement whereby the Business Cooperation Agreement was terminated in writing.

For the period March 14, 2006 (inception) to October 31, 2012, the Company did not receive or accrue any consulting services fees from Beijing RainEarth.

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Note 11. Commitments and Contingencies (Details Narrative) (Presidents Corporate Group Corp, USD $)	0 Months Ended
	May 02, 2012	Oct. 31, 2012
Presidents Corporate Group Corp
Agreement Period	3 years
Agreement Terms	The issuance of shares of Company common stock to PCG each quarter end equal to 5% of the issued and outstanding shares of Company Common Stock at each quarter end.
Compensation Per Month	$ 5,000
Accrued Amount Due		82,780
Cash Compensation		30,000
Fair value of shares committed to be issued		$ 21,840

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Note 3. Related Party Balances/Transactions (Details Narrative) (USD $)			6 Months Ended
	Oct. 31, 2012	Apr. 30, 2012	Oct. 31, 2012 President of Company	Oct. 31, 2012 Current Director	Oct. 31, 2012 Retired Director
Donated services monthly			$ 500
Donated rent monthly			250
Debt due to director	$ 49,325	$ 49,325		$ 4,304	$ 45,021