RNER 10Q is out
nice finish today!
Form 10-Q for RAINEARTH INC.
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18-Sep-2009
Quarterly Report
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.
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 is to find an ore body containing gold. Our success depends upon finding mineralized material. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. This includes a determination by our consultant if the property contains reserves.
As a continuation of the exploration program, Sookochoff Consultants Inc. has completed a prospecting on the Property in November 2008. The purpose of the prospecting program was to locate any indications of copper or gold mineralization or coal bearing horizons with the rocks that are indicated to outcrop on the Property. In this prospecting program, adequate coverage of the property was made to locate outcrop or float material which could have provided indications of copper or gold mineralization and/or coal bearing sediments.
Unfortunately, in the few outcrops found and examined in the northeast, the basalts were fresh with no mineralization or alteration. As a result of this prospecting program, the Property does not warrant any additional exploration and/or expenditures and is recommended to be allowed to expire.
Based on the recommendation from the geologist consultant, the Company started to look for other business opportunities. On March 25, 2009, the Company and Beijing RainEarth Technology Co. Ltd., a company organized and existing under the laws of the People's Republic of China ("China RainEarth"), entered into a Business Cooperation Agreement (the "Agreement") for a term of twenty years. The purpose of the Agreement is to jointly conduct Hollow Fiber Mambrane Materials' application and manufacturing business in China.
The Company will provide Advice and assistance relating to development of marketing and provision of consultancy services, particularly as related to the Business to China RainEarth, and take such action as may be reasonably required to raise up to RMB 136 million ($ 20 million U.S. Dollar) of China RainEarth's financial obligations.
China RainEarth will retain the services of the Company in relation to the current and proposed operations of China RainEarth's business in the People's Republic of China. China RainEarth will give 60% of its revenue after deduction of direct operating costs, expenses and taxes to the Company in consideration of the Company's services.
The Company has changed name to RainEarth Inc. to better reflect its current business.
We have no revenues, have achieved losses since inception, Our future revenue will depend on the operation result of China RainEarth. China RainEarth was established in October, 2005 in Beijing, China. China RainEarth is a hi-tech enterprise which is dedicated to the research & development and application of fiber membrane technologies. Developed independently by China RainEarth, the techniques for manufacturing hollow fiber membranes and fiber drawing equipment broke through foreign (mainly German) technical monopoly, and gained supports from the Beijing Innovation Fund for Small and Medium Enterprises in 2007, along with the Beijing Municipal Science & Technology Commission and the Innovation Fund for the 1st Batch of Small and Medium Technical Enterprises in 2008, the fund was released from the Ministry of Science and Technology in China.
Hollow fiber membranes, as a core component of special filtration absorbers, are widely used in blood purification, ascites reinfusion and water treatment, etc.
China RainEarth initially chose the benchmark product blood dialyzer, which can best certify their product research & development and manufacturing advantages, as the market entry point, and then further entered ascites concentrator and water purification markets.
Blood dialysis is an effective measure for patients with acute and chronic renal failure (uremia) to sustain their lives. In 2007, 7-8 million pieces of blood dialyzers were consumed in China. With the rapid social and economic development as well as improvement of healthcare services, 15 million pieces of blood dialyzers will be consumed in China by 2012 and the market size will hit around US$200 million. 70 million pieces of dialyzers are consumed each year in developing countries including Turkey, India, South Africa and Pakistan.
We have been issued a going concern opinion and rely upon the sale of our securities and loans from our officers and directors to fund operations.
We may not have enough money to complete our business plan. If it turns out that we have not raised enough money to complete our business plan, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and cant raise it, we will have to suspend or cease operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. If we raise the minimum amount of money in the public offering, we believe it will last twelve months.
Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration 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.
To become profitable and competitive, we must conduct the research and exploration of our property before we start production of any minerals we may find.
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 July 31, 2009
Operating Revenues. Operating revenues for the three months ended July 31 of 2009 and 2008 were both $0.
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Operating Expenses. The Company's operating expenses totaled $46,316 for the quarter ended July 31, 2009, compared to $20,951 for the same quarter of 2008. The change was contributed to increased general and administrative expenses.
Loss from Operations. The Company has recorded a loss of $46,316 for the quarter ended July 31, 2009, compared to a loss of $20,951 for 2008. The difference was caused by increased general and administrative expenses.
Net Loss. The Company had a net loss of $46,316 and $20,951 for the quarter ended July 31, 2009 and 2008, following an increase in general and administrative expenses.
Liquidity and Capital Resources
As of the date of this quarterly report, we have yet to generate any revenues from our business activities.
Cash balances as of July 31, 2009 and April 30, 2009 were $45,117 and $52,470.
Net cash provided by financial activities for three months ended July 31, 2009 and 2008 were both $0.
As of July 31, 2009, our total assets were $673,807 and total liabilities were $87,515.
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 as depreciable lives. 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.
