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: January 31, 2010

[ ] 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 formcould 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 prescribed due date; or the subject
[X]      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 15th day of March, 2010.




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).