UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ( ) Form 10-K ( ) Form 20-F ( ) Form 11-K
(X) Form 10-Q ( ) Form N-SAR
For Period Ended: October 31, 2009
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transitional Period Ended:________
Read Instruction (on back page) Before Preparing Form.
Please Print or Type Nothing in this form shall be
construed to imply that the Commission has verified any
information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the
notification relates:
PART I - REGISTRANT INFORMATION
RAINEARTH INC.
Full Name of Registrant
A No.1 Building, ShangDu International Tower,
No.8 DongDaQiao Road,
Address of Principal Executive Office (Street and Number)
Beijing, China 100020
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in
Part III of this form
| could not be eliminated without unreasonable
effort or expense;
| (b) The subject annual report, semi-annual report,
transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be
| filed on or before the fifteenth calendar day
following the
(X) | prescribed due date; or the subject quarterly report
of transition
| report on Form 10-Q, or portion thereof will be
filed on or before
| the fifth calendar day following the prescribed
due date; and
| (c) The accountant's statement or other exhibit
required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or
portion thereof, could not be filed within the prescribed
time period.
From 10-Q for RainEarth Inc. could not be filed within the
prescribed period due to the financial statements not being
completed in the time period necessary for current filing.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification.
Zhu, YongFu 852-3005-7220
(Name) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). (X) Yes ( ) No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
( ) Yes (X) No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
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 this 14th day of
December, 2009.
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
INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized
representative. The name and title of the person signing
the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive
officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the
form.
+------------------------------------ATTENTION-------------
- ---------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF
FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C.
1001). |
+----------------------------------------------------------
- ---------------------------------+
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-
25) of the General Rules and Regulations under the
Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this
form and amendments thereto must be completed and
filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of
the General Rules and Regulations under the Act. The
information contained in or filed with the form will
be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments
thereto shall be filed with each national securities
exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on
form 12b-25 but need not restate information that has
been correctly furnished. The form shall be clearly
identified as an amended notification.
5. Electronic Filers. This form shall not be used by
electronic filers unable to timely file a report
solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed
due to difficulties in electronic filing should comply
with either Rule 201 or Rule 202 of Regulation S-T
((S) 232.201 or (S) 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T ((S) 232.13(b) of this
chapter).