Washington, D.C. 20549

FORM 12b-25




OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average burden hours per response . . . 2.50




(Check one):


x Form 10-K


o Form 20-F


o Form 11-K


o Form 10-Q


o Form 10-D



o Form N-SAR


o Form N-CSR




















For Period Ended:

March 31, 2006



o Transition Report on Form 10-K







o Transition Report on Form 20-F







o Transition Report on Form 11-K







o Transition Report on Form 10-Q







o Transition Report on Form N-SAR







For the Transition Period Ended:



Read Instructions (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:




Raining Data Corporation

Full Name of Registrant



Former Name if Applicable


25A Technology Drive

Address of Principal Executive Office (Street and Number)


Irvine, California 92618

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)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


During the course of the annual audit for fiscal year 2006 ended March 31, 2006, the Company discovered the following:


The Company adopted SFAS No. 142 “Goodwill and Other Intangible Assets” on April 1, 2002.  Prior to adoption of SFAS No. 142, the Company had recorded a deferred tax liability related to an assembled workforce intangible asset resulting from the acquisition of PickAx in December 2000.  Upon adoption of SFAS No. 142, this deferred tax liability should have been reclassified to goodwill, but was not.  Had the deferred tax liability been reclassified to goodwill, it would have created a need to increase the Company’s valuation allowance for deferred tax assets by approximately $450,000 during the first quarter of fiscal year 2003, with a corresponding charge to income tax expense.  Therefore, the Company’s net loss reported for the first quarter of fiscal year 2003 was understated by approximately $450,000.  Additionally, goodwill, total assets, and stockholders’ equity have been overstated and accumulated deficit has been understated in the Company’s consolidated balance sheet as of June 30, 2002 and thereafter.


The Company is in the process of determining the exact amount of the adjustment, and has concluded that it could not prepare the financial statements required to be included in the Form 10-KSB for the fiscal year ended March 31, 2006 within the time period prescribed for filing such form without unreasonable effort or expense.  The Company intends to file the Form 10-KSB for the fiscal year ended March 31, 2006 on or before the fifteenth calendar day following the prescribed due date.


SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



(Attach extra Sheets if Needed)





Name and telephone number of person to contact in regard to this notification



Thomas Lim









(Area Code)


(Telephone Number)






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    o No










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?










o 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.


Raining Data Corporation

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.






/s/ Thomas Lim,










Chief Financial 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.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).