~~UNITED~~RAINEARTH ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D~~Inc.~~C. 20549FORM 10-Q~~

xFORM ~~Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~10-Q

~~For~~(Quarterly ~~the quarterly period ended: October 31, 2011~~Report)

Filed ~~Transition~~04/23/2012 ~~Report~~for ~~Pursuant to Section 13 or 15(d) of~~ the ~~Securities~~Quarter ~~Exchange~~Ended ~~Act of 1934~~01/31/12

~~Commission file number 000-52758~~Address

~~RAINEARTH~~A ~~INC~~No.~~(formerly~~ ~~GoldRock~~1 ~~Resources~~Building, ~~Inc.)(Exact~~ShangDu ~~name~~International ~~of registrant as specified in its charter)~~Tower,

~~Nevada~~No. ~~N/A~~8 ~~(State~~DongDaQiao orRoad, ~~Other Jurisdiction of Organization) (IRS Employer Identification #)~~Beijing,

A No.1 Building, ShangDu International Tower,

No.8 DongDaQiao Road, Beijing,

China 100020

~~(Address of principal executive offices, including zip code)~~Telephone

(852) 3005-7220 ~~(Registrant's Telephone Number, Including Area Code)~~

~~Indicate~~Fiscal 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 Year

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No  04/30

~~Indicate~~UNITED 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 [ ]STATES

~~The~~SECURITIES ~~Registrant~~AND isEXCHANGE ~~a Shell company. Yes [X] No [ ]~~COMMISSION

~~As of December 13~~WASHINGTON, ~~2011, the Company has 52,000,000 shares of common stock issued and outstanding~~D.C. 20549

2FORM 10-K

~~RainEarth~~(X) ~~Inc.Form~~QUARTERLY ~~10-Q~~REPORT ~~for~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended ~~Ocotber~~ January 31, ~~2011~~2012.

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to ___________

Commission File Number: 000-52758

RainEarth Inc.

(Exact name of registrant as specified in its charter)

Nevada

N/A

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)

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

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b)

of the Act: None

Securities registered pursuant to Section 12(g)

of the Act: Common Stock, $0.0001 par value

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

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

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

Page 2 of 21

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 ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submittedand posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter ) during the preceding 12 months (or for such shorter period that the registrant was required

to submit and post such files). Yes ( ) No ( )

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a not-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ( ) Accelerated filer ( )

Non-accelerated filer ( ) Smaller reporting company ( X )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ( X ) No ( )

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of issuer cannot be determined as the shares are not quoted in any exchange.

At April 5, 2012 the Company had issued and outstanding of 52,000,000 shares of Common Stock.

Page 3 of 21

RAINEARTH Inc.

FORM 10-Q

For the period Ended January 31, 2012

TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
	ITEM 1 - FINANCIAL STATEMENTS (Unaudited)		3
		Balance Sheets	3
		Statements of Operations	4
		Statements of Stockholders' Equity (Deficit)	5
		Statements of Cash Flows	6
		Notes to Financial Statements	7
	ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10
	ITEM 3-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		13
	ITEM 4-CONTROLS AND PROCEDURES		13
	ITEM 4A-INTERNAL CONTROL OVER FINANCIAL REPORTING		13
PART II - OTHER INFORMATION
	ITEM 1 - LEGAL PROCEEDINGS		14
	ITEM 1A - RISK FACTORS		14
	ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		14
	ITEM 3 - DEFAULTS UPON SENIOR SECURITIES		14
	ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		14
	ITEM 5 - OTHER INFORMATION		14
	ITEM 6 - EXHIBITS		14
	SIGNATURES		15

PART I

3INANCIAL INFORMATION

~~PART I. - FINANCIAL INFORMATION~~Page

~~ITEM~~Item 1~~. INTERIM FINANCIAL STATEMENTS.~~

RainEarth Inc. (formerly Gold Rock Resources Inc.(A Development Stage Company) Balance Sheets (Expressed in US Dollars)
			October 31, 2011		April 30, 2011
			(Unaudited)
ASSETS
Current Assets
	Cash	$	453	$	346
Total Current Assets			453		346
	Other assets		-		-
Total Assets		$	453	$	346
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
	Accounts payable and accrued liabilities	$	90,967	$	59,532
	Due to related party		48,110		46,021
Total current liabilities			139,077		105,553
Stockholders' Equity (Deficit)
	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		790,115		785,615
	Deficit accumulated during the development stage		(929,259)		(891,342)
Total stockholders' equity (deficit)			(138,624)		(105,207)
Total Liabilities and Stockholders' Equity (deficit)		$	453	$	346

Financial Statements

~~See notes to financial statements.~~(Unaudited)

F5 -1 6

RainEarth Inc. (formerly Gold Rock Resources Inc.)(A Development Stage Company) Statements of Operations (Expressed in US Dollars)(Unaudited)
			Three months ended October 31, 2011		Three months ended October 31, 2010		Six months ended October 31, 2011		Six months ended October 31, 2010		Cumulative during the development stage (March 14, 2006 to October 31, 2011)
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		16,875
	Donated services		1,500		1,500		3,000		3,000		33,750
	General and administrative		36		114		97		150		44,477
	Impairment of mineral claim acquisition costs		-		-		-		-		3,062
	Professional fees		7,861		24,803		33,320		28,403		191,095
Total Costs and Expenses			10,147		27,167		37,917		33,053		929,259
Net Loss		$	(10,147)	$	(27,167)	$	(37,917)	$	(33,053)	$	(929,259)
Net Loss per share
	Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Number of common shares used to compute net loss per share
	Basic and Diluted		52,000,000		52,000,000		52,000,000		52,000,000
See notes to financial statements.
F-2

Balance Sheet

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, 2011(Expressed in US Dollars)
		Common Stock, $0.00001 Par Value				Additional Paid-in Capital		Deficit Accumulated During the Development Stage		Total Stockholders' Equity (Deficit)
		Shares		Amount
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
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)
Donated services and rent		-		-		9,000		-		9,000
Net loss		-		-		-		(49,296)		(49,296)
Balance, April 30, 2011		52,000,000		520		785,615		(891,342)		(105,207)
Unaudited:
Donated services and rent		-		-		4,500		-		4,500
Net loss		-		-		-		(37,917)		(37,917)
Balance, October 31, 2011		52,000,000	$	520	$	790,115	$	(929,259)	$	(138,624)
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)
				Six months ended October 31, 2011		Six months ended October 31, 2010		Cumulative during the development stage (March 14, 2006 to October 31, 2011)
Cash Flows from Operating Activities
	Net loss		$	(37,917)	$	(33,053)	$	(929,259)
	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		33,750
		Donated rent		1,500		1,500		16,875
	Changes in operating assets and liabilities
		Accounts payable and accrued liabilities		31,435		17,576		90,967
Net cash provided by (used for) operating activities				(1,982)		(10,977)		(144,605)
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			2,089		-		48,110
	Proceeds from sales of common stock			-		-		100,010
Net cash provided by (used for) financing activities				2,089		-		148,120
Increase (decrease) in cash				107		(10,977)		453
Cash, beginning of period				346		11,285		-
Cash, end of period			$	453	$	308	$	453
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
See notes to financial statements.
F-4

Statement of Operations

~~RainEarth Inc. (formerly Gold Rock Resources Inc.)(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS October 31, 2011(Unaudited)~~6

~~Note~~Statement ~~1. Organization~~of ~~and~~Stockholders’ ~~Business~~Equity ~~Operations~~(Deficit)

~~RainEarth~~ Legal 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.Proceedings 7

OnItem 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.4

~~The~~Submission ~~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.~~Matters At October 31, 2011, the Company had cash of $453 and negative working capital of $138,624. For the six months ended October 31, 2011 and 2010, the Company had net losses of $37,917 and $33,053, respectively. These factors raise substantial doubt as to ~~the Company’s ability to continue as~~ a ~~going~~Vote 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~~7

~~The~~Security unaudited financial statements as of October 31, 2011 and for the three and six months ended October 31, 2011 and 2010 and for the period March 14, 2006 (inception) to October 31, 2011 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 Holders

4PART II

F-Item 5

~~RainEarth~~Market ~~Inc.~~for ~~(formerly~~Registrant’s ~~Gold~~Common ~~Rock Resources Inc.)(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS October 31~~Equity, ~~2011(Unaudited)~~Related

~~same~~Stockholder ~~basis~~Matters ~~as the annual financial statements~~ and ~~reflect~~Issuer ~~all~~Purchases ~~adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as~~ of October 31, 2011 and the results of operations and cash flows for the periods ended October 31, 2011 and 2010. 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, 2011 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending April 30, 2012. The balance sheet at April 30, 2011 has been derived from the audited financial statements at that date.

~~Certain~~Equity 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, 2011 as included in our report on Form 10-K filed July 29, 2011.

~~Note 3. Related Party Balances/Transactions~~7

a)Item During the six months ended October 31, 2011 and 2010, the Company recognized a total of $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.6

b)Selected AtFinancial ~~October 31, 2011, the Company is indebted to a current director for $3,089 and to a former director of the Company for $45,021, which is non-interest bearing, unsecured and due on demand.~~Data

~~Note 4. Mineral Claim~~8

InItem 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~~Management’s 5.Discussion ~~Investment~~and inAnalysis ~~Beijing~~of ~~RainEarth~~Financial

OnCondition ~~March~~and ~~25,~~Results ~~2009,~~of ~~the Company entered into a Business Cooperation Agreement (the “Agreement”) with Beijing RainEarth to jointly conduct a~~ Operations

58 - 9

~~F-6~~Item 7A

~~Hollow~~Quantitative ~~Fiber Membrane Materials application~~ and ~~manufacturing~~Qualitative ~~business.~~Disclosures ~~The~~About 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.

~~Beijing~~Market RainEarth was incorporated in Beijing China in March 2006. According to unaudited financial statements provided the Company, Beijing RainEarth had assets of 4,165,486 Renminbi (“RMB”) (approximately $610,077), liabilities of 74,763 RMB (approximately $10,950), and stockholders’ equity of 4,090,723 RMB (approximately $599,127) at January 31, 2010 and for the nine months ended January 31, 2010, had sales of 5,700,000 RMB (approximately $834,794) and a net loss of 425,592 RMB (approximately $62,330). Risk

~~For the period March 14, 2006 (inception) to October 31, 2011, the Company did not receive or accrue any consulting services fees from Beijing RainEarth.~~ 9

InItem 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, 2010.8

InFinancial ~~August~~Statements ~~2010, the Company~~ and ~~Beijing~~Supplementary ~~RainEarth executed a termination of Agreement whereby the Business Cooperation Agreement was terminated in writing.~~Data

~~Note~~11 ~~6. Preferred Stock~~ - ~~Terms and Conditions~~21

~~The~~Item 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:9

6Changes in and Disagreements with Accountants on

~~F-7~~Accounting and Financial Disclosure

~~RainEarth Inc. (formerly Gold Rock Resources Inc.)(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS October 31, 2011(Unaudited~~22

a)Item ~~The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;~~9A

b)Controls ~~Whether shares may be redeemed,~~ and, ~~if so, the redemption price and the terms and conditions of redemption;~~Procedures

~~c) The amount payable upon shares in the event of voluntary or involuntary liquidation;~~22

d)Item ~~Sinking fund or other provisions, if any, for the redemption or purchase of shares;~~9B

e)Other ~~The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;~~Information

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,23

g)PART 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.III

~~The~~Item 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.10

7Directors, Executive Officers and Corporate Governance

F23 -8 24

~~Neither~~Item 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.11

~~Note~~Executive ~~7. Public Offering~~Compensation

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 $100,000.24

~~Note~~Item 8.12 ~~Income Taxes~~

~~Potential~~Security ~~benefits~~Ownership of ~~income~~Certain ~~tax~~Beneficial ~~losses~~Owners are not recognized in the accounts until realization is more likely than not. At October 31, 2011, the Company had a net operating loss carryforward of $238,634, 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 and $33,417 in 2032. 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, 2011, the valuation allowance established against the deferred tax asset is $81,136.

~~The~~Management ~~components of the net deferred tax asset~~ and ~~the~~Related ~~amount~~Stockholder ~~of the valuation allowance are scheduled below:~~Matters

		October 31, 2011		April 30, 2011
Net Losses From Inception	$	929,259	$	891,342
Less donated rent and services		(50,625)		(46,125)
Less amortization and impairment of investment in Beijing		(640,000)		(640,000)
Net operating loss carryforward for tax purposes		238,634		205,217
Statutory Tax Rate		34%		34%
Deferred Tax Asset at 34%		81,136		69,774
Valuation Allowance		(81,136)		(69,774)
Net Deferred Tax Asset	$	-	$	-

~~Current~~Item 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

8Certain Relationships and Related Transactions, and

~~F-9~~Director Independence

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~24

~~PRELIMINARY~~Item ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~14

~~ALL~~Principal ~~FORWARD-LOOKING~~Accounting ~~STATEMENTS~~Fees ~~CONTAINED~~and 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.Services

924

~~Overview~~PART ~~of the Company's Business~~IV

WeItem ~~are a development stage Corporation and have not yet generated or realized any revenues from our business operations.~~15

~~In April 2006~~Exhibits, ~~Shu-heng~~Financial ~~Wang,~~Statement 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. Schedules

~~Our~~Signatures 24 ~~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. 31

AsPage a4 ~~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. 21

~~Unfortunately,~~PART inI 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~~This Annual Report on Form 10-K contains forward-looking statements that have been made pursuant to the ~~recommendation~~provisions ~~from~~of Section 27A of the ~~geologist~~Securities ~~consultant~~Act of 1933, Section 21E of the ~~Company~~Securities ~~started~~Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to ~~look~~differ ~~for~~materially ~~other~~from ~~business~~historical ~~opportunities~~results or from those projected in the forward-looking statements. OnDiscussions ~~March~~containing ~~25,~~forward-looking ~~2009,~~statements may be found in the ~~Company~~material set forth under “Business,” “Management’s Discussion and ~~Beijing~~Analysis ~~RainEarth~~of ~~Technology~~Financial ~~Co.~~Condition ~~Ltd~~and Results of Operations” and in other sections of this Form 10-K. Words such as “may,” a“will,” ~~company~~“should,” ~~organized~~“could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and ~~existing~~expectations ~~under~~reflected in the ~~laws~~forward-looking statements are reasonable as of the ~~People's~~date ~~Republic~~of this Report, we cannot guarantee future results, levels of ~~China~~activity, ~~(“China~~performance ~~RainEarth”)~~or achievements, ~~entered~~and ~~into~~our aactual ~~Business~~results ~~Cooperation~~may ~~Agreement~~differ (substantially from the ~~“Agreement”)~~views ~~for~~and aexpectations ~~term~~set offorth ~~twenty~~in ~~years~~this Annual Report on Form 10-K. ~~The~~We ~~purpose~~expressly ofdisclaim ~~the~~any ~~Agreement~~intent ~~was~~or obligation to ~~jointly~~update ~~conduct~~any ~~Hollow~~forward-looking ~~Fiber~~statements ~~Membrane~~after ~~Materials’~~the ~~application~~date ~~and~~hereof ~~manufacturing~~to ~~business~~conform such statements to actual results or to changes in ~~China~~our opinions or expectations.

10Readers should carefully review and consider the various disclosures made by us in this Report, set forth in detail in Part I, under the heading “Risk Factors,” as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

~~The~~Item ~~Company~~1. ~~was~~Description ~~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~~General ~~RainEarth~~Description ~~retained the services of the Company in relation to the current~~ and ~~proposed~~Development ~~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.Business

OnDalian Capital Group, Inc. (the “Company”) was incorporated in the State of Delaware on May 2731, ~~2009~~2006. Since inception, the Company ~~changed~~has ~~its~~been ~~name~~engaged toin ~~RainEarth~~organizational ~~Inc~~efforts in obtaining initial financing. The Company was formed as a vehicle to ~~better~~pursue ~~reflect~~a ~~its~~business ~~then~~combination and has made efforts to identify a possible business combination. In ~~August~~We ~~2010~~are a start-up, ~~the~~Development ~~Business~~Stage ~~Cooperation~~Corporation ~~Agreement~~and ~~was~~have ~~terminated~~not yet generated or realized any revenues from our business activities.

WeThe ~~have~~Company ~~been~~was ~~issued~~organized as a ~~going~~vehicle ~~concern~~to ~~opinion~~investigate and, ~~rely~~if ~~upon~~such ~~the~~investigation ~~sale~~warrants, ofacquire ~~our~~a ~~securities~~target ~~and~~company ~~loans~~or ~~from~~business ~~our~~seeking ~~officers~~the ~~and directors to fund operations.~~

WePage ~~may~~5 ~~not~~of 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. 21

~~Employee~~perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and ~~Employment~~beyond ~~Agreements~~such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

WeLiquidity doand ~~not~~Financial ~~intend to hire additional employees at this time. Some work will be conducted by independent contractors that we will hire from time to time.~~Resources

~~Need~~The ~~for~~Company ~~Additional~~is ~~Capital~~in the development stage and has not generated any revenues and has incurred losses of $39,696 since inception. At December 31, 2011, the Company had $517 cash and $40,074 in current liabilities. Further, the Company incurred a loss of $17,727 during the year ended December 31, 2011. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern.

~~There~~Item ~~is no historical financial information about us upon which to base an evaluation of our performance~~1A. WeRisk 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.Factors

WeAs ~~have~~the Company has no ~~assurance~~recent ~~that~~operating ~~future~~history ~~financing~~or revenue and only minimal assets, there is a risk that we will be ~~available~~unable to uscontinue onas ~~acceptable~~a ~~terms~~going concern and consummate a business combination. IfWe ~~financing~~have isno ~~not~~significant ~~available~~assets onor ~~satisfactory~~financial ~~terms~~resources. We will, wein ~~may~~all belikelihood, ~~unable~~sustain tooperating ~~continue~~expenses without corresponding revenues, ~~develop~~at orleast ~~expand~~until ~~our~~the ~~activities.~~consummation ~~Equity~~of ~~financing~~a ~~could~~business combination. This may result in ~~additional~~our ~~dilution~~incurring toa ~~existing~~net ~~shareholders~~operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

11FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.

~~Results~~Item of1B. ~~Operations~~Unresolved Staff Comments

~~For the Three Months ended October 31, 2011~~ None

~~Operating~~Page ~~Revenues.~~6 ~~Operating~~of ~~revenues for the three months ended October 31, 2011 and 2010 were both $0.~~21

~~Operating~~Item ~~Expenses~~2. The Company's operating expenses totaled $10,147 for the quarter ended October 31, 2011, compared to $27,167 for the same quarter of 2010. The change was mainly caused by a decrease in professional fees.Properties

~~Net Loss.~~ The Company ~~has~~neither ~~recorded~~rents anor ~~loss~~owns ofany ~~$10,147~~properties. ~~for~~The ~~the~~Company ~~quarter~~currently ~~ended~~has ~~October~~no ~~31,~~policy ~~2011,~~with ~~compared~~respect to ainvestments ~~loss~~or ofinterests ~~$27~~in real estate,~~167~~ ~~for~~real ~~2010.~~estate ~~The~~mortgages ~~difference~~or ~~was~~securities ~~caused~~of, ~~mainly~~or byinterests ain, ~~decrease~~persons primarily engaged in ~~professional~~real ~~fees~~estate activities.

~~For~~Item ~~the~~3. ~~Six~~Legal ~~Months ended October 31, 2011~~ Proceedings

~~Operating~~There ~~Revenues.~~are ~~Operating~~not ~~revenues~~presently ~~for~~any material pending legal proceedings to which the ~~six~~Company ~~months~~is ~~ended~~a ~~October~~party ~~31,~~or ~~2011~~as to which any of its property is subject, and ~~2010~~no ~~were~~such ~~both~~proceedings $0are known to the Company to be threatened or contemplated against it.

~~Operating~~Item ~~Expenses~~4. ~~The~~Submission ~~Company's~~of ~~operating~~Matters ~~expenses totaled $37,917 for the six months ended October 31, 2011, compared~~ to ~~$33,053~~a ~~for~~Vote ~~the comparable period~~ of ~~2010.~~Security ~~The change was mainly caused by an increase in professional fees.~~Holders

~~Net~~There ~~Loss.~~were ~~The~~no ~~Company~~matters ~~has~~submitted ~~recorded~~to a ~~loss~~vote of ~~$37,917~~security ~~for~~holders during the ~~six~~fourth ~~months~~quarter ~~ended October 31, 2011, compared to a loss~~ of ~~$33,053 for 2010~~2011. ~~The difference was caused mainly by an increase in professional fees.~~

~~Liquidity~~PART ~~and Capital Resources~~ II

~~Cash~~Market ~~balances as of October 31, 2011 and April 30, 2011 were $453 and $346, respectively~~Information.

~~Net~~The ~~cash~~Company’s ~~used~~common ~~for~~stock ~~operating~~is ~~activities~~not ~~for~~trading ~~the~~on ~~six~~any ~~months~~stock ~~ended~~exchange. ~~October~~There ~~31,~~has ~~2011~~been ~~and~~no ~~2010~~market ~~was~~activity ~~$1,982~~in ~~and~~its ~~$10,977,~~stock ~~respectively.~~since its inception through the date of this filing.

~~Net cash provided by financing activities for the six months ended October 31, 2011 and 2010 was $2,089 and $0, respectively~~Stockholders.

As of ~~October~~January 31, ~~2011~~2012, ~~our~~there ~~total~~is ~~assets~~only ~~were~~one ~~$453~~holder ~~and~~of ~~total~~the ~~liabilities~~Company’s ~~were~~common ~~$139~~stock,~~077~~ and he is the sole director.

12Dividends

~~Off~~The ~~Balance~~Company ~~Sheet~~has ~~Arrangements~~not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination.

WeRecent doSales ~~not~~of ~~have~~Unregistered ~~any~~Securities ~~obligations~~and ~~that~~Use ~~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.~~Proceeds

~~Critical Accounting Policies~~None

~~The~~Item ~~preparation of financial statements in conformity with accounting principles generally accepted in the U~~6.~~S.,~~ orSelected ~~GAAP,~~Financial 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 periodData. 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~~Page 3.7 ~~QUANTITATIVE~~of ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~21

~~None~~Not applicable

~~ITEM~~Item 47. ~~CONTROLS~~Management’s ~~AND~~Discussion ~~PROCEDURES~~and Analysis of Financial Condition and Results of Operations.

~~Our~~The ~~Principal~~following ~~Executive~~discussion ~~Officer~~of our financial condition and ~~Principal~~results ~~Financial~~of ~~Officer,~~operations ~~after~~should ~~evaluating~~be read in conjunction with the ~~effectiveness~~financial ofstatements ~~our~~and ~~disclosure~~notes ~~controls~~thereto and ~~procedures~~the ~~(as~~other ~~defined~~financial information included elsewhere in ~~Rule~~this ~~13a-15(e)~~report. ~~and~~Certain ~~15d-15(e)~~statements ~~under~~contained in this report, including, without limitation, statements containing the ~~Exchange~~words ~~Act)~~“believes,” as“anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the ~~end~~meaning of the ~~period~~Private ~~covered~~Securities byLitigation ~~this~~Reform ~~report~~Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, ~~have~~including ~~concluded~~our ~~that~~ability to create, ~~based~~sustain, onmanage ~~the~~or ~~evaluation~~forecast ofour ~~these~~growth; ~~controls~~our ability to attract and ~~procedures,~~retain ~~that~~key personnel; changes in our ~~disclosure~~business ~~controls~~strategy or development plans; competition; business disruptions; adverse publicity; and ~~procedures~~international, ~~were~~national ~~effective~~and local general economic and market conditions.

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.Overview

~~ITEM~~The 4ACompany does not currently engage in any business activities that provide cash flow. ~~INTERNAL~~The ~~CONTROL~~Company ~~OVER~~is ~~FINANCIAL~~currently ~~REPORTING~~in the development stage. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange or capital stock or other business combination with a domestic or foreign business.

~~There~~The ~~have~~Company’s ~~been~~main noobjective ~~changes~~is into ~~our~~achieve ~~internal~~long-term ~~control~~growth ~~over~~potential ~~financial~~through ~~reporting~~a ~~during~~combination ~~our~~with ~~last~~a ~~fiscal~~business. ~~quarter~~The ~~that~~Company ~~have~~will ~~materially~~not ~~affected~~restrict orthe ~~are~~potential ~~reasonably~~candidate ~~likely~~target companies to ~~materially~~any ~~affect~~specific ~~our~~business, ~~internal~~industry ~~control~~or ~~over~~geographical ~~financial~~location ~~reporting~~and, thus, may acquire any type of business. At present, the Company has no business opportunities under contemplation for acquisition. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

13Results of Operations for the three and nine months ended January 31, 2012 and 2011

~~PART~~Revenue. IIThere -was ~~OTHER~~no ~~INFORMATION~~revenue for the three and nine months ended January 31, 2012 and 2011.

~~ITEM~~Operating 1Expenses. -For ~~LEGAL~~the ~~PROCEEDINGS~~three and nine months ended January 31, 2012, the Company incurred total operating expenses of $9,027 and $46,944 respectively as compared to $7,711 and $40,764 for 2011.

~~None.~~Page 8 of 21

~~ITEM~~Net ~~1A-~~Loss. ~~RISK~~The ~~FACTORS~~net loss for the three and nine months ended January 31, 2012 was $9,027 and $46,944 respectively as compared to $7,711 and $40,764 for the same periods in 2011.

~~There~~Liquidity ~~were~~and noFinancial ~~material~~Resources ~~changes to Risk Factors disclosed in this Form 10-Q for the quarter ended October 31, 2011.~~

~~ITEM~~The 2Company -remains ~~UNREGISTERED~~in ~~SALES~~the OFdevelopment ~~EQUITY~~stage ~~SECURITIES~~since ~~AND~~inception. Operations ~~USE~~were OFfinanced ~~PROCEEDS~~through loans and advances from director and related parties to cover cash flow deficiencies. The advances have no stated repayment terms.

~~None~~The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, we have no revenue and have accumulated operating losses of $938,286. At the present time, and over the next twelve months, our primary focus will be to explore various methods for raising additional funds and seeking profitable ventures.

~~ITEM~~Item 37A. -Quantitative ~~DEFAULTS~~and ~~UPON~~Qualitative ~~SENIOR~~Disclosures ~~SECURITIES~~About Market Risk.

~~None~~The Company does not hold any derivatives or investments that are subject to market risk. The carrying values of any financial instruments, approximate fair value as of those dates because of relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments.

~~ITEM~~Page 49 -of ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~21

~~None~~Item 8. Financial Statements and Supplementary Data.

~~ITEM~~RainEarth ~~5 - OTHER INFORMATION~~Inc.

~~None.~~(A Development Stage Company)

14January 31, 2012 and 2011

~~ITEM~~Index 6to -Financial ~~EXHIBITS~~Statements

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.
101.INS101.SCH101.CAL101.DEF101.LAB101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

Contents

15Page(s)

~~SIGNATURES~~Balance Sheets at January 31, 2012 and 2011 13 Statements of Operations for the Three and Nine Months Ended January 31, 2012 and 2011, and for the Period from March 14, 2006 (inception) through January 31, 2012 14 Statement of Stockholder’s Deficit for the Period from March 14, 2006 (Inception) through January 31, 2012 15 Statements of Cash Flows for the Three and Nine Months Ended January 31, 2012 and 2011 and for the Period from March 14, 2006 (Inception) through January 31, 2012 16 Notes to the Financial Statements 17 - 22

~~Pursuant~~Page to10 ~~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 this 19th day of December, 2011.21

RainEarth Inc. (~~the~~formerly ~~"Registrant")~~Gold ~~BY:~~Rock ~~/s/~~Resourses ~~YONGFU ZHU YongFu Zhu, President, Principal Executive Officer BY: /s/ TIANHUI YIN TianHui Yin, Secretary, Treasurer, Principal Financial Officer and Principal Accounting Officer~~Inc.

16A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

[f10qrainjan2012002.gif]

Page 11 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

[f10qrainjan2012004.gif]

Page 12 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

[f10qrainjan2012006.gif]

Page 13 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

Page 14 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

[f10qrainjan2012008.gif]

Page 15 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

Page 16 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

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 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 January 31, 2012, the Company had cash of $412 and negative working capital of $145,401. For the nine months ended January 31, 2012 and 2011, the Company had net losses of $46,944 and $40,764, 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 January 31, 2012 and for the three and nine months ended January 31, 2012 and 2011 and for the period March 14, 2006 (inception) to January 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 January 31, 2012 and the results of operations and cash flows for the periods ended January 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 nine month periods ended January 31, 2012 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending April 30, 2012. The balance sheet at April 30, 2011 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, 2011 as included in our report on Form 10-K filed July 29, 2011.

Page 17 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

Note 3. Related Party Balances/Transactions

a) During the nine months ended January 31, 2012 and 2011, the Company recognized a total of $4,500 for donated services at $500 per month and $2,250 for donated rent at $250 per month provided by the President of the Company at no cost.

b) At January 31, 2012, the Company is indebted to a current director for $4,304 and to a former director of the Company for $45,021, which is non-interest bearing, unsecured and due on demand.

Note 4. Mineral Claim

In April 2006, the Company, through its former President and director, acquired 100% of the rights, title and interest in a mining claim representing 14 contiguous cells and covering an area of 725 acres. The property is situated on the eastern-flank of the Summers Creek Valley. It lies about the Rampart Lake road approximately 11 miles due north of the Town of Princeton (formerly known as Vermillion Forks), British Columbia, Canada. Payment of $3,062 was required to record this mining claim and was paid on April 7, 2006. The claim was registered in the name of the former President of the Company, who agreed to hold the claim in trust on behalf of the Company. On April 19, 2009, the claim was forfeited due to non payment of renewal fees.

Note 5. Investment in Beijing RainEarth

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.

Beijing RainEarth was incorporated in Beijing China in March 2006. According to unaudited financial statements provided the Company, Beijing RainEarth had assets of 4,165,486 Renminbi (“RMB”) (approximately $610,077), liabilities of 74,763 RMB (approximately $10,950), and stockholders’ equity of 4,090,723 RMB (approximately $599,127) at January 31, 2010 and for the nine months ended January 31, 2010, had sales of 5,700,000 RMB (approximately $834,794) and a net loss of 425,592 RMB (approximately $62,330).

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

Page 18 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

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;

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.

Page 19 of 21

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

Note 7. Public Offering

Note 8. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At January 31, 2012, the Company had a net operating loss carryforward of $245,411, 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 and $40,194 in 2032. 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 January 31, 2012, the valuation allowance established against the deferred tax asset is $83,440.

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


		January 31, 2012		April 30, 2011
Net Losses From Inception	$	938,286	$	891,342
Less donated rent and services		(52,875)		(46,125)
Less amortization and impairment of investment in Beijing RainEarth		(640,000)		(640,000)
Net operating loss carryforward for tax purposes		245,411		205,217
Statutory Tax Rate		34%		34%
Deferred Tax Asset at 34%		83,440		69,774
Valuation Allowance		(83,440)		(69,774)
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.

RainEarth Inc. (formerly Gold Rock Resourses Inc.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

January 31, 2012

Unaudited

Page 21 of 21

Filing Compare · RainEarth Inc.