The group was founded in 2000 by producer KayGee from Naughty by Nature, who recruited Elizabeth "Yummy" Bingham, Shaquana "Quana" Elam and Tina "Tina-J" Jenkins.
[1] The first and only recording where the three original members appear together is Jaheim and Lil' Mo's "Finders Keepers" (2001), performing vocal backup.
After Tina-J left the group, Tha' Rayne remained a duet and signed in April 2001, with Arista Records's CEO Antonio "L.A." Reid.
While preparing their debut album, originally expected for an October 2002 release, Tha' Rayne collaborated with artists such as Boyz II Men, Jaheim, Queen Latifah, and Next.
[2] When Arista merged into Sony BMG in early 2004 and Antonio "L.A." Reid was fired, many of his artists were dropped, including Tha' Rayne.