UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024.

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [—Date—] to [—Date—]

Commission File Number: 000-56311

Rainmaker Worldwide Inc.

(Exact name of registrant as specified in its charter)

Nevada		82-4346844
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2510 East Sunset Road, Suite 5 #925, Las Vegas, NV		89120
271 Brock Street, Peterborough, Ontario Canada (Former address)		K9H 2P8
(Address of principal executive offices)		(Zip Code)

(877) 334-3820

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☒

		Emerging growth company ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of June 30, 2024, the aggregate market value of the voting common equity held by non-affiliates was approximately $612,934 based on the closing bid price and asked price of $0.0313 of the registrant’s common stock on the OTC: Pink.

The registrant had 46,922,665 shares of common stock, par value $0.001 per share, outstanding as of March 31, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

None.

CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS

This annual report on Form 10-K (“Form 10-K”) of Rainmaker Worldwide Inc. (the “Company”) includes statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these forward-looking statements can be identified by the use of such terms as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or the negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. They appear in a number of places throughout this Form 10-K and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned discovery and development of drug candidates, the strength and breadth of our intellectual property, our ongoing and planned preclinical studies and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates, the degree of clinical utility of our product candidates, particularly in specific patient populations, expectations regarding clinical trial data, our results of operations, financial condition, our available cash, liquidity, prospects, growth and strategies, the length of time that we will be able to continue to fund our operating expenses and capital expenditures, our expected financing needs and sources of financing, the industry in which we operate and the trends that may affect our industry or us.

By their nature, forward-looking statements involve risks and uncertainties because they relate to the occurrence and timing of events or circumstances, many of which are beyond the control of the Company. As a result of these, we cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Form 10-K, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Form 10-K. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Form 10-K, they may not be predictive of results or developments in future periods.

Some of the material factors that we believe could cause actual results to differ from those anticipated or predicted include:

●	the successful development and implementation of our sales and marketing campaigns;

●	the size and growth of the potential markets for our product candidates and our ability to serve those markets;

●	regulatory developments in the United States and other countries;

●	our available cash;

●	the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

●	our ability to obtain additional funding;

●	our ability to manufacture and the performance of third-party manufacturers;

●	our ability to identify license and collaboration partners and to maintain existing relationships; and

●	our ability to successfully implement our strategy.

You should also read carefully the factors described in the “Risk Factors” section of the Form 10-12GA. Any forward-looking statements that we make in this Form 10-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 10-K except as required by the federal securities laws.

This Form 10-K includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data.

	Table of Contents Form 10-K Index
		Page No.
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	10
Item 1C.	Cybersecurity	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	25
Item 14.	Principal Accounting Fees and Services	25

PART IV

Item 15.	Exhibits, Financial Statement Schedules	26

SIGNATURES		27

PART I

Item 1.

Business

Background

Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada-based corporation that became publicly traded on July 3, 2017, following a reverse merger. The Company specializes in energy-efficient freshwater production and purification technologies, primarily through Air-to-Water (“AW”) systems that extract water from humidity. It also offers solutions to transform contaminated or seawater into potable or reusable water. Rainmaker focuses on providing sustainable water solutions to communities and industries globally through strategic partnerships.

Originally, the Company operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) (“RWI”), established in 2014 to commercialize its patented water technologies. In line with its expansion strategy, Rainmaker sold a 60% stake in RWI on March 31, 2023, retaining a 40% interest. Subsequently, on January 22, 2024, RWI acquired a 60% stake in Miranda Environmental and Water Treatment Technologies, with plans to acquire the remaining 40% over the next two years. This acquisition significantly expanded RAKR’s portfolio through its distribution rights for Miranda’s products, thereby strengthening its water treatment capabilities.

On December 31, 2024, RWI underwent a restructuring, during which the Company converted its investment in RWI into RWI shares. Simultaneously, RWI independently secured new capital investment, reducing the Company’s ownership in RWI to 13.65%. As a result of RWI’s financial situation—characterized by insufficient cash flow, net liabilities, and ongoing net losses—the Company decided to impair the investment in accordance with standard accounting principles. Given these conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and therefore impaired the asset to zero. The Company was fully aware of this outcome prior to the restructuring.

Although the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights, in particular for Mexico and the United States. The Company and RWI continue will work together to maximize the value of these distribution rights. Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely permitting for projects that require water treatment.

On October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V. (“RHBV”) by rolling it into Rainmaker Holding B.V., reducing its stake to 5%. Despite this reduction, the Company continues to benefit from access to RHBV’s technology on a cost-plus pricing basis.

Rainmaker’s corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company underwent a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In 2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. (“DRM”), and Wind en Water Technologie Holding B.V. (“WWT”) to settle financial obligations through an exchange of debt, contractual obligations, and common stock. These actions were aimed at optimizing business operations and expanding access to capital markets.

Today, RAKR remains committed to delivering advanced water production and purification solutions, leveraging its innovative technologies and expanded product range, particularly through its distribution agreements for Miranda products. The Company is focused on business development across North, South, and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

The Company has generated limited revenue to present. Operations have been typically focused on business development, market research, technology research and development activities. The Company had total assets of $30,725, as of December 31, 2023. As of December 31, 2024, net assets were $50,116.

At present, the Company executes consulting agreements with experienced executive personnel and senior advisors. Future sales are expected to be heavily driven by independent distributors and project developers. The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in revenue for the year ending December 31, 2023 and had net losses of $1,056,242 and $1,229,753 for the years ended December 31, 2024 and 2023, respectively. The losses in 2024 have been reduced by 14% compared to 2023. The 2024 losses are driven by operating expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method investment and impairment expense.

The costs associated with maintaining the Company’s listing and current filing status with the SEC as expected are significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities and has limited resources or revenues to cover its operating costs. The Company’s auditor’s report for 2024 stated that there was substantial doubt about the Company’s ability to continue as a going concern.

Products and Services

Overview

Fresh water is unevenly distributed throughout the world. Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America, and various island geographies.

Fundamentally, the solutions Rainmaker provides are based on deploying technology with the following attributes to ensure low-cost delivery and Company profitability:

	●	Versatile
	●	Scalable & Cost-effective
	●	Environmentally & Socially Sustainable
	●	Applying Proprietary Technology through partners and affiliates

Air-to-Water (AW) – Harvests fresh water from airborne humidity by using advanced heating and cooling technologies. Water-to-Water (WW) technologies – Transforms contaminated water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable process. Through the acquisition of Miranda as well as RAKR’s own technologies, the Company has multiple options to purify wastewater to potable water standards.

The operating efficiency of these technologies allows us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives. We substantially out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same competitors. The compact and scalable systems for AW enables decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport. AW is both a cost-effective technology solution and can be powered by solar, wind, or grid electricity, or a combination of power sources. It can produce roughly 5,000 liters of water per unit, per day, depending on the local climatic conditions and the type of unit deployed.

The acquisition of Miranda provides the Company with a full suite of water production and purifications systems that are distributed and available to communities who need them the most.

Cost Information

Currently in remote locations, the principal source of potable water supply is bottled water. Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled water that is transported or bulk water that is transported by truck to local communities. In most remote communities where this water is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research. The Company’s fully amortized cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete profitably to generate corporate value beneficial to our shareholders.

Regulatory Information

The global nature of our approach means that regulatory conditions vary by jurisdiction. We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment will be the quality of the water that is bottled and tested. The Company seeks to adhere to World Health Organization standards for clean water using the technologies that are authorized in a particular sovereign jurisdiction.

Business Model

The RAKR business model typically begins with the identification of a trusted local technology partner and distributor. The Rainmaker delivery systems will be installed by contracted local third-party experts that are typically Heating, Ventilation and Air Conditioning (“HVAC”) experts. We work with the end clients and their general contractors to build the supporting infrastructure required for our systems (i.e. holding tanks, platforms etc.).

In addition, over the course of the past year, we have been developing partnerships with highly experienced developers of complementary technology. That gives RAKR the ability to have a more comprehensive product set when proposing solutions to communities, developers and commercial entities. The most significant advance to date is the acquisition of Miranda. On January 22, 2024, RWI finalized the acquisition of Miranda. Miranda has been delivering systems for more than ten years across 40 countries globally. As a result, their global experience is invaluable to Rainmaker and Rainmaker shareholders.

Potential Improvements

Potential improvements and related applications that we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships with complementary technology and business development companies to expand our global reach and service offering.

Market Opportunity

In the past twenty years, there has been a growing awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and underdeveloped communities. Entities ranging from Water.Org to the United Nations (access to safe drinking water represents #6 of the 17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and prospects for multilateral cooperation in the realms of global governance and public-private co-regulation. Common to these efforts is the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

The metrics that underpin the international need for ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

	(1)	Less than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

	(2)	Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

	(3)	People and animals rely on 0.5% of the world’s water. (Source: Unwater.org - Facts and Trends: Water)

Moreover, at any moment, the atmosphere contains approximately 37.5 million billion gallons of water. This potential is not currently harvested by the means of private organizations or government institutions and thus presents a significant opportunity for AW technology to satisfy worldwide demand for water.

The World Health Organization estimates that 50 liters of water per day is required per individual to meet basic needs. It is estimated by the OECD that by 2030 nearly half of humanity will be living in a condition of severe water stress. Currently, according to UNICEF, 2.2 billion people around the globe lack safe drinking water. While high-income countries only treat 70% of wastewater, low-income countries treat 8%. With the world’s population expected to reach 9 billion by 2038, the global need is indisputably high. Much of the population expansion is or will be in the very areas that are already suffering from the problem of water scarcity.

The above analysis points to a global market for water that is extraordinarily immense. Today, the annual global water market for all purposes and uses is $880 billion in 2023 and is expected to expand to $1.2 trillion by 2031 (Source: Verified Market Research: www.verifiedmarketresearch.com). Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of that global level of demand.

Suppliers

As stated previously, our principal suppliers for the core technologies to be deployed are Miranda and RHBV. Should RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple technologies of different sizes and types. With the acquisition of Miranda, we now have complementary technology to diversify the Rainmaker business model.

Competition

The Rainmaker business model that will deliver potable water at the source of demand is uniquely positioned to address alternative competitive models. We believe that competitive models, while relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per liter. By virtue of our current affiliations, we believe we have a cost per liter competitive advantage. Accordingly, on a global basis, we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial results in the near term. However, other companies with sufficiently greater resources may develop competing products and have an advantage over us based on the relative size.

Government Subsidies and Incentives

While RAKR is not currently pursuing subsidies and incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course. Over time, RAKR will seek subsidies and incentives through its deployment of technology in underserved countries and particular communities within countries.

Intellectual Property

We have indirect access to intellectual property assets as a consequence of our indirect ownership of and partnerships with RHBV and Miranda. We believe that this allows us to maintain an edge in the competitive process from a technological and economic cost perspective.

Company Executive and Consulting Resources

The direct Executives of RAKR are represented by Michael O’Connor, Director, Executive Chairman and CEO and Kelly White, VP of Finance. These resources are sourced through consulting agreements.

We have an extended sales force through our distribution partners. Currently we have distribution partners with global reach.

Legal services have been provided by the Law Offices of Clifford J. Hunt, P.A. since February 2024.

M&K CPAS PLLC has served as the Company’s auditor since 2020.

Item 1A.

Risk Factors

Investing in our common stock involves risks. Each of these risks and uncertainties not presently known to us or that we currently deem immaterial could adversely affect our business, results of operations, cash flows and financial condition and cause the value of our common shares to decline, which may result in the loss of part or all of your investment.

Risks Related to our Business

RAKR has a limited commercial operating history, which makes the evaluation of its future business prospects difficult.

The Company has recently commercialized its business to deploy its technologies and partner products and services. Consequently, the Company has limited operating history and an unproven marketing and sales strategy. We may not be able to achieve positive cash flows and our lack of operating history makes evaluation of our future business and investment prospects difficult. The Company’s success is dependent upon the successful development and implementation of suitable water projects and establishing its water production technology capabilities in a variety of complex environmental crises worldwide. Any future success that we might achieve will depend upon various factors, including factors beyond our control that cannot be predicted at this time. These factors may include but are not limited to:

	●	weather conditions in the areas we serve;
	●	the economies of the countries in which we conduct business;
	●	our relationships with the governments, water utility, and/or companies we serve;
	●	water regulatory matters of the countries in which we conduct business;
	●	our ability to successfully enter new markets;
	●	changes in or increased levels of competition in the water sector; and
	●	the market price of and the uses for water in an international landscape.

Our independent registered public accounting firm has issued an unqualified opinion on our financial statements with a “going concern” paragraph.

Our independent registered public accounting firm’s opinion on our Fiscal 2024 financial statements has a “going concern” explanatory paragraph. Such an opinion may make parties reluctant to extend trade credit to us or raise capital and thereby make it more difficult for us to conduct our business operations. In addition, such an opinion from the independent registered public accounting firm may also make third parties reluctant to do business with us or to invest funds in our company, thereby raising difficulties for us in the conduct of our business.

Relatively new to commercialization, the Company is unable to predict future revenues which makes an evaluation of its business speculative.

Because of the Company’s current business focus, lack of operating history, early-stage marketing strategy, its ability to accurately forecast revenues is difficult. Future variables to the Company’s strategy are related to the market for water itself; the price of water in international markets; and the creation and maintenance of a significant and reliable customer base. To the extent we are unsuccessful in establishing our business strategy and generating revenues, we may be unable to appropriately adjust spending in a timely manner to compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue-generating activities, either of which could have a material adverse effect in our business, results of operations, and overall financial condition.

RAKR expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses, which could delay or prevent RAKR from achieving profitability.

As our business grows and expands, RAKR expects to have expenses in order to facilitate and maintain strategic distribution channels and key relationships. We expect our cost of revenues, business development, marketing, sales, operational, general, and administrative expenses to continue to increase. If revenues do not increase to correspond with these increased expenses or if outside capital is not secured, there may be a material adverse effect on our business, cash flow, and overall financial condition.

If the Company fails to raise additional external capital to fund its business growth and project development, the Company’s business could fail. We anticipate the need for significant amounts of financial capital to meet the needs of the Company. The Company will attempt to raise such funds through the future issuance of stock or debt instruments in the capital markets. However, there is no assurance that we will be successful in raising sufficient additional capital, and there can be no assurance that external financing will be available to us. If adequate funds are unavailable or unavailable on acceptable terms, our ability to fund the Company’s marketing and sales efforts, global projects, potential expenditures in relation to strategic opportunities, and possible corporate responses to existing or unexpected competitive pressures would be significantly limited. Such limitation could have a material adverse effect on our business and overall financial condition.

Raising funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate certain rights to the rights of new investors or creditors.

We expect to raise additional funds by engaging in equity and/or debt financing transactions if capital providers supply the desired amount of financial capital on the basis of terms we believe reasonable to provide for working capital needs, finance the acquisition of capital assets, and carry out business development efforts in the best interest of existing shareholders. Any sales of additional equity and/or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our Common Stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders of our Common Stock in connection with an acquisition of the Company. Incurring additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights and the value of our Common Stock and would have to be repaid from future cash flow before there would be any return to investors. On June 29, 2022 the Company increased its authorized capital to 500,000,000 and established one million preferred shares of which 150,000 have been issued. On September 26, 2024 the Company effected a 25:1 share consolidation.

Our business will depend on certain key RAKR personnel and suppliers, the loss of which would adversely affect our chances of financial success.

The Company’s success depends to a significant extent upon the continued service of its senior management, key executives and consultants. We do not have “key person” life insurance policies on any of our officers or other employees. The loss of the services of any key members of senior management, and other key personnel, or our inability to retain high quality subcontractors and/or suppliers would have a material adverse effect on our business and operating results.

Management may be unable to implement our Business Strategy.

The Company’s business strategy is to commercialize our technologies that management believes may have significant humanitarian and commercial application, thereby affecting corporate value for the benefit of equity holders. The Company’s business strategy includes developing a global marketing and sales network, and there is no assurance that we will be able to successfully identify and/or develop commercial partners for our products. In addition, even if we identify and/or develop commercial partners, distributors, and/or JVs, the time and cost of developing these relationships or otherwise obtaining local permits and guidelines, may exceed our expectations, or, when developed, the amount of water available may fall significantly short of expectations, which may provide a lower return on investment or a loss to the Company.

We have a limited customer base and network of distribution partners.

During the past year we have entered into various discussions with international partners, distributors, and agents that are prepared to deploy our technologies. Nonetheless, we have not yet established a significant customer base. While we believe our projects will have a significant impact on global water markets, and, as a result, reflect positively on the Company’s performance, an inability to attract customers and/or an incapacity to deliver our projects in a timely and cost-effective manner would have an adverse effect on our potential revenues from and growth of our business.

Water is a highly regulated industry.

Water is subject to extensive regulation by country, state and municipal regulatory authorities. Federal and state statutes regulate quality standards, safety, handling procedures, and other environmental protection controls as well as the rights of end users. We will strive to verify that our water quality will comply with all known safety and environmental standards and regulations applicable to such countries in which we are conducting business. We have extensive in-house knowledge of World Health Organization water quality standards, and we will seek local partners who we believe are operating in best-efforts compliance with all safety and environmental standards and regulations applicable to delivering water to the end consumers. However, there can be no assurance that our compliance efforts could be challenged or that future changes in federal, state and/or municipal laws, regulations or interpretations thereof will not have a material adverse effect on our ability to establish and sustain operations or adversely affect the operations of our partners.

The technology we decide to deploy may require certifications before being deployed in certain global territories.

The technology we use to deploy may require certain certifications before being implemented in certain international territories. For example, in the case of the United States our deployed technology must be certified by the United States Environmental Protection Agency, under the Safe Drinking Water Act (“SDWA”) to meet certain standards in order to be certified for use in large government projects. While the technology expected to be deployed by the Company is certified in certain territories, there is no assurance as to if and/or when such certifications will be obtained in new territories we are expecting to enter and sell into. Supplemental technologies – bottling, mineralization and pre-post treatment — will be chosen only if they have already been certified.

We are exposed to risks in connection with legal liability claims associated with water quality in the event that the water delivered results in injury or damage.

If a consumer of our produced or purified water was ill affected from a health perspective by the water quality the Company could be exposed to legal liability. The Company in all cases will use every tool necessary and practically available to limit any such risk.

We face competition in our market space.

The competition in AW and other technologies is evolving and growing. Until recently, smaller remote on-site solutions have not been cost-competitive compared to alternatives, but that has changed. At the present time, we are aware of other companies that produce our technologies. To the extent that future technological advance in the market results in pricing pressures, and the possibility that that will affect the Company’s ability to increase its market share, we may face an adverse effect on our business, operating results, and overall financial condition. At such time, the Company will consider its technological options accordingly.

We will incur increased costs and may have difficulty attracting and retaining qualified directors and executive officers as a result of becoming a public company.

RAKR has become a public “reporting company” with the US Securities and Exchange Commission (“SEC”). As a public reporting company, we will incur significant legal, accounting, reporting and other expenses not generally applicable to a private company. We also will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 as well as other rules implemented by the SEC. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage. As a result, we may experience difficulty attracting and retaining qualified individuals to serve on our board of directors or as executive officers.

A significant number of the Company’s outstanding shares remain with resale restrictions however we have 16,347,993 (81.8%) shares in the public float.

The shares of the Company’s common stock issued in the 2017 were issued and designated as “restricted” or “control” shares as defined in Rule 144 under the Securities Act and are subject to resale restrictions. Consequently, these shares were not able to be freely sold at the time unless registered under the Securities Act of 1933 or sold pursuant to an available exemption under Rule 144. As of March 31, 2025, approximately 16,348,573 shares of the Company’s common stock, held by non-affiliate stockholders are eligible for resale pursuant to Rule 144 without resale restrictions. This represents approximately 81.8% of the total issued and outstanding shares of stock. While this remains a risk factor the number of shareholders and the percentage of tradeable shares suggest a functioning market for the Company’s shares.

Cybersecurity Risks

While many companies face real threats of cybersecurity, the Company does not rely heavily on IT infrastructure to conduct its day-to-day business. From time to time, the Company’s limited IT systems are upgraded with the necessary security protocols recommended by the Company’s IT consultant. We do not rely heavily on IT systems to store sensitive information that would have an adverse effect on the Company’s business.

Inadequate market liquidity may make it difficult to sell our stock.

There is currently a public market for our common stock with volumes that have been variable over time, and we can give no assurance that there will always be a market with substantial liquidity, nor can we give assurance that the market for our stock will develop sufficiently to create significant market liquidity and/or stable market prices in the future. A stockholder may find it difficult or impossible to sell shares of our common stock on the public market because of the limited number of potential buyers at any time and/or because of fluctuations in our market price. In addition, the shares of our common stock are not eligible as a margin security, and lending institutions may not accept our common stock as collateral for a loan.

We do not anticipate paying any dividends in the foreseeable future, which may reduce the return on your investment in our common stock.

To date, the Company has not paid any cash dividends on its common stock and does not anticipate paying any such dividends in the foreseeable future. Payment of future dividends will depend on earnings, our capital requirements, our debt facilities and other factors considered appropriate by our Executive Officers and Directors. There is no assurance that we will, at any time, generate sufficient profits or surplus cash that would be available for distribution as a dividend to the holders of our common stock. Our current plans are to use any profits that we may generate to fund our ongoing marketing, sales, and operations. Therefore, any return on your investment would be derived from an increase in the price of our stock, which may or may not occur.

There is an active but variable trading market for our common stock making our stock vulnerable to significant price and volume fluctuations.

There is currently an active trading market for our common stock, which is quoted and traded on the OTC: Pink. The OTC is not a listing service or exchange but is instead a dealer quotation service for subscribing members. Consequently, the market for our common stock will depend to a certain extent on the number of market makers trading in our stock. The market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operating results, the activities of our market makers, general market conditions, and other factors. In addition, stock markets have from time-to-time experienced significant price and volume fluctuations that have particularly affected the market prices of the shares of development stage companies such as Rainmaker, which may adversely affect the market price of our common stock in a material manner. Rainmaker is no exception and has recently experienced very high volumes and the adverse negative effects of aggressive short sellers in the market for RAKR common stock.

In addition, the financial markets have experienced price and volume fluctuations from time to time in the recent past. The market prices of securities in the water industry have been relatively stable compared to other sectors. The sale or attempted sale of a large amount of common stock into the market may also have a significant impact on the trading price of our common stock. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.

Item 1B.

Unresolved Staff Comments

Not applicable to smaller companies.

Item 1C.

Cybersecurity

Risk Management and Strategy

The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into the Company’s overall risk management systems, as overseen by the Company’s board of directors, primarily through its audit committee. These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. The Company conducts security assessments of certain third-party providers before engagement and has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties. The Company has a third-party consultant who, from time to time, evaluates any potential cybersecurity risks on the Company’s behalf.

Governance

Board of Directors

The audit committee of the Company’s board of directors, with the input of management, oversees the Company’s internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee is informed of material risks from cybersecurity threats by the Company’s Chief Executive Officer and interim Chief Financial Officer and, given the size of the Company, its IT consultant. In the event that there were ever suspicions of cybersecurity risks, updates on such risks, including material risks and threats, would be provided to the Company’s audit committee and the Company’s board of directors as required. Given the limited nature of the Company’s IT infrastructure, in the conduct of its business, there have not been any cybersecurity issues.

Management

Under the oversight of the audit committee of the Company’s board of directors, and as directed by the Company’s Chief Executive Officer who, from time to time, engages the Company’s IT consultant to review the security of its IT structure is primarily responsible for the assessment and management of material cybersecurity risks. The IT consultant has more than 20 years of experience and is fully capable of dealing with any potential cybersecurity risks.

The audit committee of the Company’s board of directors, with the assistance of the Company’s interim Chief Financial Officer, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.

As of the date of this report, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this report. For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factors in Item 1A. Risk Factors in this report.

Item 2.

Properties

The Company’s corporate offices are at 2510 East Sunset Road, Suite 5, Las Vegas, NV. In recent years we have operated from home offices and continue to do so and will use the Corporate Offices on an as needed basis. There are no other properties that would create risks for the Company.

Item 3.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, are an adverse party or has a material interest adverse to our interest.

Item 4.

Mine Safety Disclosures

Not applicable to smaller companies.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)

Market Information

Our common stock is quoted on the OTC: Pink under the symbol “RAKR”. The high and low bid prices of our common stock for the periods indicated below are as follows:

Quarter Ended	High*		Low*
December 31, 2024	$	0.0091	$	0.0090
September 30, 2024	$	0.04	$	0.02
June 30, 2024	$	0.035	$	0.0313
March 31, 2024	$	0.0425	$	0.0413
December 31, 2023	$	0.0675	$	0.05
September 30, 2023	$	0.0225	$	0.0175
June 30, 2023	$	0.045	$	0.035
March 31, 2023	$	0.04	$	0.0325
*Source: yahoo!finance Historical Data

Quotations reflect interdealer prices, without retail mark up, markdown or commissions and may not represent actual transactions.

(b)

Holders

The number of holders of record of RAKR common stock at the time of filing was approximately 4,153. Many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, so we are unable to estimate the number of stockholders represented by the record holders.

The transfer agent for RAKR common stock is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119.

(c)

Dividends

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the business.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

On January 21, 2020, the Company entered into a three-year consulting agreement with a company controlled by its new CEO. The contract included 144,000 warrants with an exercise price of $5.00 vesting in equal amounts commencing the effective date of the contract. On December 31, 2020, this contract was terminated. The warrants vested immediately, and the exercise price was amended to $2.50. As well, the Company granted an additional 20,000 warrants which vested immediately at an exercise price is $2.50. All expire December 31, 2025. As of January 8, 2024, these warrants have been repriced at $0.0347.

On October 1, 2020, the Company entered into a consulting agreement with an Advisor which granted warrants in full compensation for services. It included 540,000 warrants at an exercise price of $7.50 now expired as of October 1, 2023. A further 600,000 warrants were issued at an exercise price of $3.75 expiring October 1, 2025.

On April 1, 2021, the Company granted 164,000 options as part of an amendment to an Executive Consultant’s contract; 5,000 options vest per month commencing April 1, 2021 with a term of 5 years and exercisable at a price of $2.50 per Share. As of January 8, 2024, these options have been repriced at $0.0347.

On December 21, 2021, the Company granted 20,000 options to each of the two new Directors; for each, 4,000 options vested immediately and the balance vests over the remaining term of their appointment; each with a term of 5 years and exercisable at $2.50 per share or with a 20% discount to market based on a 30-day VWAP if it falls below $2.50, not to go below $1.75. These options are fully vested as of December 31, 2023. As of January 8, 2024, these options have been repriced at $0.0347.

On July 1, 2022, the Company granted 60,000 options as compensation to the newly filled position, VP Sales and 100,000 to the VP Finance. 25,600 and 20,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and exercisable at $3.00 per share. In January, 2024, the Board of Directors modified the exercise price to $0.0347 per share.

January 8, 2024, the Board of Directors granted 264,000 fully vested options to the Company’s CEO, with a term of 5 years and exercisable at $0.0347 per share (70% of the 30-day Volume Weighted Average Price prior to this date). These options are the first options granted to the CEO who forewent this compensation in the past to benefit the Company. The CEO is now aligned with the executive management compensation. At the same time, the Board of Directors modified 528,000 fully vested shares allocated to executives, directors and former management to reflect the same exercisable price of $0.0347 per share.

Item 6.

Selected Financial Data

Not applicable.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contain forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from the results indicated by our forward-looking statements as a result of many known or unknown factors, including, but not limited to, those factors discussed in Item 1A. “Risk Factors” in our on Form 10-12GA below in Part II Item 1A. “Risk Factors” of this Form 10-K and in the “Cautionary Note Regarding Forward-Looking Statements” set forth at the beginning of this report.

You should read the following discussion and analysis in conjunction with the audited financial statements, and the related footnotes thereto, appearing elsewhere in this Form 10-K. In addition, we intend to use our media and investor section on our website (www.rainmakerww.com/category/investor-updates/), SEC filings and press releases to communicate with the public about Rainmaker, its services and other issues.

Share Consolidation

On September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-twenty-five basis. The share consolidation became effective on September 26, 2024. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

Overview

Miranda Acquisition

On January 22, 2024, RWI finalized the acquisition of Miranda. The first payment of one million USD together with 1,600,000 RAKR common shares was paid to the shareholders of Miranda. This provided RWI with a 60% controlling interest of Miranda. The remaining two million USD is to be paid no later than 2 years from the closing date of January 22^nd, 2024. RAKR is actively marketing Miranda products through distribution agreements with RWI, primarily for Mexico and the United States. It is possible that RAKR will expand this territory to include Central and South America in the future. With an expanded portfolio of products RAKR has the opportunity to increase revenue and shareholder value.

Ongoing Approach to Sales and Marketing

The Company’s ongoing focus will be to pair Rainmaker technologies with those of Miranda and our affiliate partners.

The Company has generated limited revenue up to present. Operations have been typically focused on business development, market research, technology research and development activities. The Company had total assets of $30,725, as of December 31, 2023. As of December 31, 2024, net assets were $50,116.

The 2024 losses are driven by operating expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method investment and impairment expense.

Products and Services

Overview

Across the world, fresh water is unevenly distributed. Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America, and various island geographies.

Fundamentally, the solutions are based on deploying technology with the following attributes to ensure low-cost delivery and Company profitability:

	●	Versatile
	●	Scalable & Cost-effective
	●	Environmentally & Socially Sustainable
	●	Applying Proprietary Technology through partners and affiliates

Air-to-Water (AW) – Harvests fresh water from humidity by using advanced heating and cooling technologies. Through the acquisition of Miranda and RAKR’s own technologies the Company has multiple options to purify wastewater to potable water standards.

The operating efficiency of these technologies allows us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives. We substantially out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same competitors. The compact and scalable systems for AW and purification equipment enable decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport. Our technologies are cost-effective and can be powered by solar, wind, or grid electricity, or a combination of power sources. AW can produce roughly 5,000 liters of water per unit, per day, depending on the local climatic conditions.

Cost Information

Currently in remote locations, the principal source of supply is bottled water. Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled water that is transported or bulk water that is transported by truck to local communities. In most remote communities where this water is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research. The Company’s fully amortized cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete profitably to generate corporate value beneficial to our shareholders.

Regulatory Information

Business Model

Potential Improvements

Market Opportunity

The metrics that underpin the international need for ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

	(1)	Less than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

	(2)	Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

	(3)	People and animals rely on 0.5% of the world’s water. (Source: Unwater.org - Facts and Trends: Water)

The above analysis points to a global market for water that is extraordinarily immense. Today, the annual global water market for all purposes and uses is $880 billion in 2023 and is expected to expand to $1.2 trillion by 2031 (Source: Verified Market Research: www.verifiedmarketresearch.com). Water: the market of the future). Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of that global level of demand.

Suppliers

Competition

Government Subsidies and Incentives

Intellectual Property

We have indirect access to intellectual property assets as a consequence of our partial ownership of and partnerships with RHBV and Miranda. We believe that this allows us to maintain an edge in the competitive process from a technological and economic cost perspective.

Results of Operations for the Years ended December 31, 2024 and 2023

Revenue

Revenue was $143,725 and $78,912 for the years ended December 31, 2024 and December 31, 2023, respectively.

General and Administrative Expenses

General and administrative expenses primarily include consultant expenses and benefit costs and stock-based compensation expense for executive consultants, outside legal and professional services, marketing and advertising, and facilities costs. General and administrative expenses for the years ended December 31, 2024 and December 31, 2023 were as follows (in thousands):

	Years Ended December 31,				Increase (Decrease)
	2024		2023		$			%
General and administrative expense	$	365	$	623	$	(258	)		(41.5	)%

Stock-based compensation expense included in general and administrative expense	$	46	$	109	$	(63	)		(57.9	)%

General and administrative expenses, including stock-based compensation, for the year ended December 31, 2024 decreased $258,580, compared to the same period in 2023. This decrease primarily relates to (1) a reduction in consulting expense of $158,583, (2) stock-based compensation decreased by $62,832, (3) a decrease of $20,782 in general and administrative expenses, and (4) travel and entertainment expense decreased by $16,903. These decreases were offset minimally by an increase in marketing and advertising expenses of $519. Excluding stock-based compensation, general and administrative expenses decreased $195,748.

Segment Information

Effective for the fiscal year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard enhances the disclosure of segment expenses and the measures used by the Chief Operating Decision Maker (CODM) in evaluating performance.

As the Company has limited revenue, management continues to evaluate its business activities to determine the most relevant financial metrics for assessing performance. Currently, the Company operates as a single reportable segment and does not allocate material costs or expenses across multiple business units.

The Company will continue to monitor its operational growth and assess whether additional segment disclosures become necessary in future periods.

Liquidity and Capital Resources

Management’s Plans

While we are similar to other development stage companies, we have now pursued and executed a strategy whereby we have a full suite of products that can deliver distributed water solutions globally. To date, our products have yet to generate significant revenue. As a result, we have historically suffered recurring losses and we do not have the required cash resources to fully execute our business plans.

Historically, the Company’s major sources of cash have comprised proceeds from various private offerings of its securities (including common stock) and debt financing. From 2015 through to the fiscal year end date December 31, 2023, the Company raised approximately $8.2 million in gross proceeds from various private offerings of our common stock and convertible debt. These funds were raised during various stages of the company and allowed us first to develop a commercially ready product and as soon as logistics and supply chains allow, deliver these products into identified projects and begin to generate revenue. The Company has sustained losses from operations in each fiscal year since our inception, and we expect losses to continue for the indefinite future. As of December 31, 2024 and December 31, 2023, the Company had an accumulated deficit of approximately $75.1 million and $74.1 million and stockholders’ equity of approximately $(11.9) and $(10.9) million, respectively. As of December 31, 2024, the Company had approximately $116 in cash.

The Company recognizes and is addressing the need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will become profitable and generate positive operating cash flow.

Off-Balance Sheet Arrangements

As of December 31, 2024, the Company had no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

	●	it requires assumptions to be made that were uncertain at the time the estimate was made, and
	●	changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material. The most significant estimates impact the following transactions or account balances: stock compensation.

See Note 2 in our financial statements for a discussion of our significant accounting policies.

Recently Issued Accounting Standards Not Yet Effective or Adopted

The Financial Accounting Standards Board (FASB) issued ASU 2024-03, which amends the disclosure requirements for the disaggregation of income statement expenses. Effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, this update requires public business entities to provide more detailed expense disclosures, including amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and depletion in relevant expense captions. Entities must also disclose total selling expenses annually and a qualitative description of non-disaggregated amounts. Early adoption is permitted. The standard can be applied prospectively or retrospectively.

Until December 31, 2021, the Company evaluated embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature did not require derivative treatment under ASC 815, the instrument was evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion features.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8.

Financial Statements and Supplementary Data

The information required by this Item 8 is incorporated by reference to our financial statements and the related notes and the report of our independent registered public accounting firm beginning on page F-1 of this report.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2024, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our Chief Executive Officer and Acting Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2024, based on those criteria. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

	1.	As of December 31, 2024, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	2.	As of December 31, 2024, we did not establish a formal written policy for the approval, identification, and authorization of related party transactions.

	3.	During the 2024 audit, it was necessary to record adjusting journal entries. Management has determined that the effects of the corrected misstatements are material, both individually and in aggregate, to the financial statements as a whole. The corrected misstatements or the matters underlying them could potentially cause future period financial statements to be materially misstated, even though, in the judgment of our auditor previously, such corrected misstatements are material to the financial statements under audit.

		Professional standards define an audit adjustment as a proposed correction of the financial statements that, in the judgment of our auditor previously, may not have been detected except through the auditing procedures. An audit adjustment may or may not indicate matters that could have a significant effect on the Company’s financial reporting process (that is, cause future financial statements to be materially misstated). In the judgment of our auditor previously, the adjustments proposed indicate matters that could have a significant effect on the Company’s financial reporting process.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management, including our CEO and VP Finance, do not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Item 9B.

Other Information

None

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until they either resign or the term of their engagement expires whichever comes first. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name	Position Held with the Company	Age	Date First Elected or Appointed
Michael O’Connor	CEO* and Executive Chairman	58	July 21, 2014
James Ross	Non-Executive Director	67	December 20, 2021

*Mr. O’Connor maintained the Executive Chairman role since 2014 and for a short period of time he hired a CEO to assist him in negotiations for the Sphere 3D merger. When that merger agreement was terminated, Mr. O’Connor resumed his role as CEO.

Business Experience

The following is a brief account of the education and business experience of the executive officers and directors.

Michael O’Connor – CEO and Executive Chairman

Michael O’Connor has more than 30 years of operational, corporate finance, business development and corporate governance experience. He began his career at the Economic Council of Canada before becoming a Director of the Centre for Economic and Financial Analysis at one of the largest international consulting companies in the U.S – Science Applications International Corporation. In 1998, Mr. O’Connor joined Orascom Telecom (“OT”) in Egypt as a founding executive, leading all business development and Mergers and Acquisitions activities throughout Africa, the Middle East, Europe and Asia. During his time with OT he led more than $35 billion in transactions. During his tenure, OT grew from 100,000 subscribers to more than 125 million across 10 countries and from 6 to 100,000 employees by 2008. Michael returned to Canada as one of the founders of Wind Mobile (now Freedom Mobile). Wind Mobile was acquired by Shaw Communications Inc. in March 2016 for $1.6 billion. Shaw Communications has since been acquired by Rogers Communications. Michael has extensive international corporate governance experience for both private and publicly traded companies as well as not-for-profit organizations including Hutchison Telecommunications in Hong Kong, nine Telecel subsidiaries, Wind Mobile, Ontario Shores and Trent University. Mr. O’Connor is currently the Executive Chairman of Rainmaker Worldwide Inc. Rainmaker’s purpose is to produce safe drinking water for communities in need. The revolutionary approach to building water infrastructure supports the development of sustainable communities around the world, creating a positive impact environmentally, socially and economically.

James Ross – Non-Executive Director (Chair of Audit Committee)

Mr. Ross has held senior executive management positions in Renewable and Technology companies. During this period, he has invested in, developed, financed, divested and acquired numerous energy projects in hydro, biomass, wind, co gen, fuel cell and gas firming. He has also been actively involved and invested in numerous technology companies, including Telecommunications, Renewable, Information Technology, Blockchain and GIS companies. He has been a Director and Financial Manager of both public and private companies. Mr. Ross has also served as the President of JSR Capital Inc., an investment fund and corporate finance firm focused on funding and consulting well-managed emerging renewable, independent power and technology companies since September 1991.

Family Relationships

There are currently no family relationships among our Directors and Executive Officers.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our officers and directors, and stockholders owning more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. The Company is not aware of any persons who failed to file reports under this section.

Involvement in Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to our directors or executive officers:

	(1)	any bankruptcy petition filed by or against any business of which one of them was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	(2)	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	(3)	being subject to any order, judgment or decree of any court of competent jurisdiction, permanently or temporarily inquiring, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activities; and
	(4)	being found by a court of competent jurisdiction, the SEC or the CFTC to have violated Federal or state securities or commodities laws.

Audit Committee

In December 2021, the Board created an Audit Committee. The group has convened informally on many occasions to discuss the contents of this document and the financial statements. The audit committee members are James Ross (chair) and Michael O’Connor. James Ross qualifies as an audit committee financial expert and is independent under applicable SEC standards.

Code of Ethics

We are in the process of developing a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our chief executive officer and chief financial officer, employees, consultants and advisors. Once formulated, our Code of Business Conduct and Ethics will set follow the following guiding principles:

	1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
	2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
	3.	compliance with applicable governmental laws, rules and regulations;
	4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
	5.	accountability for adherence to the Code of Business Conduct and Ethics.

Item 11.

Executive Compensation

The Company’s compensation committee consists of two board members. Any future changes to compensation will be reviewed and implemented by the committee.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to, or accrued for, each of our current executive officers or officers who were in place over the last two fiscal years.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards		Option Awards (A)		All Other Compensation		Total

Michael O’Connor⁽¹⁾		2024	$	96,000		-		-	$	23,979		-	$	119,979
CEO and Executive Chairman		2023	$	143,500		-		-		-		-	$	143,500

Kelly White ⁽²⁾		2024	$	96,000		-		-	$	-			$	96,000
VP Finance		2023	$	133,500		-		-	$	98,029		-	$	231,529

	(A)	Reflects the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to ASC 718
	¹	Michael O’Connor was appointed as the Company’s Chief Executive Officer and Executive Chairman July 2017 for Rainmaker Worldwide Inc. post RTO.
	²	Kelly White appointed VP Finance since 2015.

Other Agreements

None.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the number of shares of common stock covered by outstanding stock option awards that are exercisable and unexercisable, and the number of shares of common stock covered by unvested restricted stock awards for each of our named executive officers as of December 31, 2024.

Outstanding Equity Awards at Fiscal Year-End For Each Named Officer
Option Awards
Name	Number of Securities Underlying Unexercised Options(#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)		Option Expiration Date
Michael O’Connor		264,000		-		-		.0347		2029
Kelly White (exp.date’26)		164,000		-		-		.0347		2026
Kelly White (exp.date’27)		100,000		-		-		.0347		2027

Equity Awards

On January 8, 2024, the Company granted its Chief Executive Officer (CEO) a one-time award of 264,000 stock options. These options were fully vested upon grant and had a total fair market value of $23,979 as of the grant date. The options have an exercise price of $.0347 per share, which was equal to the fair market value of the Company’s common stock on the grant date, and will expire on January 8, 2029, unless exercised earlier in accordance with the plan terms. This grant was designed to recognize the CEO’s leadership and contributions to the Company while aligning their interests with those of shareholders. No other equity-based awards were granted to named executive officers during the fiscal year ended December 31, 2024.

Director Compensation

The Company did not provide any standard compensation, including cash retainers, equity awards, or other benefits, to its directors for the fiscal year ended December 31, 2024. No stock options, restricted stock units, or other equity-based incentives were granted to members of the Board of Directors during this period.

However, James Ross, a member of the Board of Directors, has a separate consulting agreement with the Company. Under this agreement, Mr. Ross provides strategic advisory services in exchange for $3,000 per month. This agreement was approved by the Board and is subject to the Company’s related-party transaction policies.

The Board continues to evaluate director compensation policies in alignment with the Company’s growth strategy and governance practices.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of March 31, 2025, the Registrant had 46,922,665 shares of common stock issued.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 2025:

● each person that is known by us to beneficially own more than 5% of our common stock;

● each of our directors;

● each of our executive officers and significant employees; and

● all our executive officers, directors and significant employees as a group.

Under the rules of the Securities and Exchange Commission, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable under stock options, warrants and convertible securities that are exercisable/convertible within sixty (60) days of March 31, 2025. Those shares issuable under stock options, warrants and/or convertible securities are deemed outstanding for computing the percentage of each person holding options, warrants and/or convertible securities but are not deemed outstanding for computing the percentage of any other person. The percentage of beneficial ownership schedule is based upon 46,922,665 shares outstanding as of March 31, 2025. The address for those individuals for which an address is not otherwise provided is c/o Rainmaker Worldwide Inc., East Sunset Road, Suite 5, Las Vegas, NV. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting power and investment power with respect to all shares of common stock listed as owned by them.

Name and Address of Beneficial Owner	Number		Percent of Class Outstanding
James Ross, Director		26,666		0.06	%
Michael O’Connor, CEO and Executive Chairman ⁽¹⁾		15,783,014		33.25	%
Kelly White, VP Finance ⁽²⁾		12,078,440		25.44	%
Executive officers, directors and significant employees as a group (3 persons directly above)		27,888,120		58.75	%

⁽¹⁾⁽²⁾

Shares and options held by individual and respective corporations in each case.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Other than the compensation described above in Item 11 Executive Compensation, there are no related party transactions.

Director Independence

We currently act with two directors, Michael O’Connor and James Ross. Mr. Ross qualifies as an “independent director”.

Item 14.

Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended December 31, 2024 and for fiscal year ended December 31, 2023 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	December 31,
	2024		2023
	$		$
Audit Fees		23,500		22,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		17,250		15,750
Total		40,750		37,750

Fees for the year ended December 31, 2024 and 2023 relate to M&K CPAS, PLLC, the Company’s auditor.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a) Exhibits

Exhibit Number		Description

(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1		Section 302 Certification by the Principal Executive Officer
31.2		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1		Section 906 Certification by the Principal Executive Officer
32.2		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(b) Financial Statement Schedules

Our financial statements being filed as part of this Form 10-K are filed in Item 8 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

RAINMAKER WORLDWIDE INC.

FINANCIAL STATEMENTS

INDEX

	Page
Report of Independent Registered Public Accounting Firm(Auditor Firm ID 2738)	F-2
Balance Sheets	F-3
Statements of Operations and Comprehensive Loss	F-4
Statements of Stockholders’ Equity (Deficit)	F-5
Statement of Cash Flows	F-6
Notes to the Financial Statements	F-7 – F-22

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Rainmaker Worldwide, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Rainmaker Worldwide, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred continuing net losses from operations and has a significant accumulated deficit which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Going Concern

As discussed in Note 1 to the consolidated financial statements, the Company has incurred continuing losses from operations and has a significant accumulated deficit.

Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC

We have served as the Company’s auditor since 2020.

The Woodlands, TX

March 31, 2025

F-2

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Balance Sheets

	December 31			December 31
	2024			2023

Assets
Current Assets
Cash	$	116		$	131
Other receivables		50,000			5,594
Prepaid expenses		-			25,000
Total Current Assets		50,116			30,725

Total Assets	$	50,116		$	30,725

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	136,866		$	172,515
Related party payables		843,449			1,607,896
Accrued liabilities		468,873			195,147
Customer deposits		112,500			112,500
Contingent liability		4,423,910			4,423,910
Convertible notes payable, net of discount of $0 and $8,960		4,374,111			4,034,415
Convertible notes payable-related parties, net of discount of $1,915 and $0		324,918			-
Convertible notes payable		324,918			-
Notes payable - related parties		68,000			73,516
Derivative liabilities		-			208,142
Total Current Liabilities		10,752,627			10,343,413

Long Term Payables
Long term notes payable – related parties		640,000			-
Total Long Term Payables		640,000			-

Total Liabilities	$	11,392,627		$	10,828,041

Mezzanine Equity
Preferred stock - $0.001 par value; stated value $1.00; 1,000,000 Authorized shares: Series A; 150,000 issued and outstanding at December 31, 2024 and 2023.	$	150,000		$	150,000
Preferred Stock Payable		430,000			-

Total Mezzanine Equity	$	580,000		$	150,000

Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 500,000,000 authorized at December 31, 2024 and 2023; 19,987,241 outstanding at December 31, 2024 and 2023	$	19,987		$	19,987
Additional paid-in capital		63,178,161			63,121,114
Stock receivable		-			(24,000	)
Accumulated deficit		(75,120,659	)		(74,064,417	)
Total Stockholders’ Equity (Deficit)	$	(11,922,511	)	$	(10,947,316	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	50,116		$	30,725

The accompanying notes are an integral part of these financial statements.

F-3

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Operations and Comprehensive Loss

	2024			2023
	Year Ended December 31,
	2024			2023

Revenue	$	143,725		$	78,912
Cost of Goods Sold		143,725			61,940

Gross Margin		-			16,972

Expenses
General and administrative expense		364,589		$	623,170
Total Expenses		364,589			623,170

Loss from Operations		(364,589	)		(606,198	)

Other income (expense)
Other income		63,761			-
Income (loss) from write-off of prepaid expenses		(25,000	)		-
Interest expense		(639,591	)		(398,850	)
Amortization of debt discount		(333,878	)		(453,687	)
Initial derivative expense		(572,415	)		-
Change in derivative liabilities expense		1,096,092			215,827
Loss on equity method investment		(191,471	)		-
Impairment expense		(89,151	)		-
Total other income (expense)		(691,653	)		(636,710	)

Loss from continuing operations		(1,056,242	)		(1,242,908	)

Discontinued operations:
Loss from operations of discontinued operations		-			13,155
Total discontinued operations		-			13,155

Net income (loss)	$	(1,056,242	)	$	(1,229,753	)

Net loss per share:
Basic and diluted	$	(0.0528	)	$	(0.094	)
Weighted average number of common shares outstanding:
Basic and diluted		19,987,241			13,075,688

The accompanying notes are an integral part of these financial statements.

F-4

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Stockholders’ Equity (deficit)

	Shares		Amount		capital ($)		Payable - Preferred		Shares		Amount ($)		paid-in capital ($)		Stock Receivable			Deficit ($)			comprehensive income ($)			Total
	Mezzanine Equity
	Series A Preferred Stock
					Additional paid-in		Stock		Common Stock				Additional								Accumulated other
	Shares		Amount		capital ($)		Payable - Preferred		Shares		Amount ($)		paid-in capital ($)		Stock Receivable			Deficit ($)			comprehensive income ($)			Total
Balance, December 31, 2022		-		-		-		-		6,431,909		6,432		62,155,208		-			(72,834,664	)		372,649			(10,300,375	)

Conversion of convertible promissory notes		-		-		-		-		11,955,332		11,955		451,431		-			-			-			463,386
Stock-based compensation		-		-		-		-		-		-		108,581		-			-			-			108,581
Issuance of Common Stock for acquisition		-		-		-		-		1,600,000		1,600		46,400		(24,000	)		-			-			24,000
Issuance of Series A preferred stock for cash		150,000	$	150.00	$	149,850		-		-		-		-		-			-			-			-
Foreign currency translation re disposal of foreign subsidiary		-		-		-		-		-		-		359,494		-			-			(372,649	)		(13,155	)
Net gain (loss) for the period		-		-		-		-		-		-		-		-			(1,229,753	)		-			(1,229,753	)
Balance, December 31, 2023		150,000	$	150	$	149,850	$	-		19,987,241		19,987		63,121,114		(24,000	)		(74,064,417	)		-			(10,947,316	)
Balance		150,000	$	150	$	149,850	$	-		19,987,241		19,987		63,121,114		(24,000	)		(74,064,417	)		-			(10,947,316	)

	Mezzanine Equity
	Series A Preferred Stock
					Additional paid-in		Stock		Common Stock				Additional							Accumulated other
	Shares		Amount		capital ($)		Payable - Preferred		Shares		Amount ($)		paid-in capital ($)		Stock Receivable		Deficit ($)			comprehensive income ($)		Total

Stock-based compensation														45,749									45,749
Settlement of derivative liability														11,298									11,298
Stock payable-Preferred								430,000															-
Receipt of funds owed																24,000							24,000
Net gain (loss) for the period				-		-		-				-						(1,056,242	)		-		(1,056,242	)
Net gain (loss)				-		-		-				-						(1,056,242	)		-		(1,056,242	)
Balane, December 31, 2024		150,000	$	150	$	149,850	$	430,000		19,987,241	$	19,987	$	63,178,161	$	-	$	(75,120,659	)	$	-	$	(11,922,511	)
Balance		150,000	$	150	$	149,850	$	430,000		19,987,241	$	19,987	$	63,178,161	$	-	$	(75,120,659	)	$	-	$	(11,922,511	)

The accompanying notes are an integral part of these financial statements.

F-5

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Cash Flows

	2024			2023
	Year Ended December 31,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1,056,242	)	$	(1,229,753	)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Impairment expense		89,151			-
Stock-based compensation		45,749			132,581
Initial derivative		572,415			-
(Income)/Loss from equity method investment		191,471			-
Discount amortization		333,878			453,687
Change in fair value of derivative liabilities		(1,096,092	)		(215,827	)
Change in operating assets and liabilities:
Accounts receivable		(44,406	)		(67	)
Prepaid expenses, prepaid expenses related parties		25,000			5,381
Accounts payable, related party payables and accrued liabilities		889,186			714,236

CASH USED FOR OPERATING ACTIVITIES		(49,890	)		(139,762	)

CASH FLOWS FROM INVESTING ACTIVITIES
Promissory note issuance-related party		(400,000	)		-
Cash repaid from related party note issuance		7,000			-
CASH USED FOR INVESTING ACTIVITIES		(393,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from preferred subscription		430,000			150,000
Borrowed on debt		-			(50,000	)
Stock issued for cash		24,000			-
Payments on debt		(11,125	)		-
Borrowed on debt-related party		-			(10,082	)
Repayments on other loans payable		-			56,000

CASH PROVIDED BY FINANCING ACTIVITIES		442,875			145,918
Effect on Foreign Currency Exchange		-			(13,155	)

NET INCREASE (DECREASE) IN CASH		(15	)		(6,999	)

CASH AT BEGINNING OF YEAR		131			7,130

CASH AT PERIOD END	$	116		$	131

NON-CASH TRANSACTIONS

Shares issued for conversion		-			463,386
Receipts of prepaid inventory		-			-
Share cancellation		-			-
Conversion of AP-Related Party to Convertible Notes Payable-Related Party		326,833			-
Conversion of AP-Related Party to Notes Payable-Related Party		640,000			-
Debt swap with RWI		112,378			-
Amendment to convertible note		341,861			918,154
Settlement of derivative by repayment of convertible note		11,298			-
Divestiture of RWI		-			359,494
Initial Derivative/Debt Discount		326,833			124,897

The accompanying notes are an integral part of these financial statements.

F-6

Note 1: Nature of Operations and Going Concern

Nature of Operations

Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada corporation specializing in energy-efficient freshwater production and purification technologies. The Company utilizes Air-to-Water (“AW”) systems that extract water from atmospheric humidity and offers a wide range of solutions to transform contaminated or seawater into potable or reusable water. Through its strategic partnerships, Rainmaker focuses on providing sustainable water solutions to communities and industries globally.

At present, the Company executes consulting agreements with experienced executive personnel and senior advisors. Future sales will be heavily driven by independent distributors and project developers. The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in revenue for the year ending December 31, 2023. Net losses for the years ended December 31, 2024, and 2023, were $1,056,242 and $1,229,753, respectively. The losses in 2024 have been reduced by 14% compared to 2023. The 2024 losses are driven by operating expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method investment and impairment expense.

The costs associated with maintaining the Company’s listing and current filing status with the SEC remain significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities, and has limited resources or revenues to cover its operating costs. As of December 31, 2023, the Company had total assets of $30,725, which increased to $50,116 as of December 31, 2024. However, the Company’s auditor’s report for 2024 stated that there was substantial doubt about the Company’s ability to continue as a going concern.

Company History

Going Concern

The Company has incurred continuing losses from its operations and has an accumulated deficit of $75,120,659. There are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs and required debt service. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm its financial condition and operating results. These conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s plans include seeking to procure additional funds through debt and equity financing to enable it to meet its operating needs including current and future sales orders. In addition, revenues are being forecasted at the operational level.

F-7

Share Consolidation

Note 2: Significant Accounting Policies

Basis of Preparation

The financial statements presented are for the entity Rainmaker. The financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).

The preparation of the financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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.

All accounting policies are chosen to ensure the resulting financial information satisfies the concepts of relevance and reliability.

Foreign Currency Translation

The reporting currency of the Company is the United States dollar.

Intangible Assets

No Intangible Assets.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and any recognized impairment loss. Cost includes the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended use.

Depreciation is provided at rates estimated to write off the cost of the relevant assets less their estimated residual values by equal annual amounts over their expected useful lives. Residual values and expected useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. Depreciation periods for the Company’s property and equipment are as follows:

Leasehold Improvements – lesser of 10 years or lease duration	Manufacturing Equipment – 5 years
Office Furniture & Equipment – 5 years	Demonstration Equipment – 10 years
Intellectual Property – 14 years	Computer Software – 5 years

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company used a Monte Carlo simulation model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

F-8

Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Demonstration Equipment

Demonstration equipment is stated at cost less accumulated depreciation and any recognized impairment loss. Cost includes the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended use.

Depreciation of the demonstration equipment is at a rate estimated to write off the cost of the equipment less its estimated residual value by an equal annual amount over its expected useful life. The residual value and expected useful life of the demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period.

Revenue Recognition

In May 2014, the FASB issued an accounting standard update (‘ASU”), 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On January 1, 2018, the Company adopted the new Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers using the modified retrospective method, and the Company determined the new guidance does not change the Company’s policy of revenue recognition.

The Company generates its revenue through the direct sales of water production and purification systems. A contract with a customer is established once an agreement is signed and the initial down payment is received. Each transaction price is established in the signed contract. Unearned revenue is recognized upon receipt of the down payment for the system. The revenue is recognized once title of the system transfers to the customer. The nature of the business of equipment sales implies there is only one performance obligation, which is delivery of the product to the customer. Our contracts outline each party’s rights and obligations, including the terms and timing of payments. Another source of revenue is in exchange for operating, maintenance and professional services. That revenue is recognized in the period it is earned.

In June 2018, the FASB issued guidance clarifying the revenue recognition and measurement issues for grants, contracts, and similar arrangements, ASU Topic 958. Government grants and contracts are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Accordingly, the Company recognizes revenue from grants and contracts in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding.

Revenues recognized at December 31, 2024 and December 31, 2023 are $143,725 and $78,912 respectively.

Related Party Transactions

Parties are related if one party can directly or indirectly control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.

F-9

Share-based Payment Expense

The Company follows the fair value method of accounting for stock awards granted to employees, directors, officers, and consultants. Share-based awards for employees are measured at the fair value of the related share-based awards. Share-based payments to others are valued based on the related services rendered or goods received or if this cannot be reliably measured, on the fair value of the instruments issued. Issuances of shares are valued using the fair value of the shares at the time of grant; issuances of options are valued using the Black-Scholes model with assumptions based on historical experience and future expectations.

Financial Liabilities and Equity Instruments

Financial liabilities and equity instruments are classified and accounted for as debt or equity according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Marketing, Advertising and Promotional Costs

As required by Generally Accepted Accounting Principles of the United States, the Company records marketing costs as an expense in the year to which such costs relate. The Company does not defer amounts on its year-end balance sheets with respect to marketing costs. Advertising costs are expensed as incurred.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management 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 expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Loss per Share

The Company reports loss per share in accordance with ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock and other potentially dilutive securities outstanding during the year. The Company has options, debentures and other potentially dilutive instruments extending to the latest date of January 8, 2029.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we will be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted by the date of the statement of financial position.

F-10

Equity-Settled Transactions

The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date and reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share-based compensation reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement or is beneficial to the employee as measured at the date of modification.

Inventory

Inventory and work in progress are valued at the lower of cost and net realizable value. The production cost of inventory includes an appropriate proportion of depreciation and production overheads based on the ratio of indirect vs. direct costs. Cost is determined on the following bases: Raw materials and consumables are valued at cost on a first in, first out (FIFO) basis; finished products are valued at raw material cost, labor cost and a proportion of manufacturing overhead expenses.

Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants.

Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

Level 3 - Significant unobservable inputs that cannot be corroborated by market data.

The Company’s policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the periods being reported.

F-11

Customer Concentration

Due to the infancy of the Company’s market penetration, current sales are concentrated on a limited number of customers, regions and sectors.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company maintains the majority of its cash accounts at a commercial bank. Cash balances are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to CAD100,000 per commercial bank. From time to time, cash in deposit accounts may exceed the insurance limits thus the excess would be at risk of loss. For the purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities of 90 days or less to be cash equivalents. As of December 31, 2024, the Company had no cash equivalents.

Customer Deposits

The typical arrangement for customer deposits for purchases of Company products is 50% down at the time of ordering. The Company records the deposit as a current liability reflecting the obligation to provide the goods or services to the customer or to return the money. When the Company earns the deposit amount, the current liability will be debited, and sales revenues will be credited.

Segment Reporting

Effective for the fiscal year ended December 31, 2024, the Company adopted ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The Company operates as a single reportable segment, as its activities primarily focus on the development and commercialization of water production and purification technologies. Due to minimal revenue and the early stage of operations, significant expenses are primarily corporate in nature and not allocated across multiple business units. The Company will continue to assess its segment reporting as operations expand.

Note 3 – Equity Investment

RAINMAKER WORLDWIDE INC. (ONTARIO)(RWI)

On April 1, 2023, RAKR divested 60% interest in RWI. On January 16, 2024, RAKR entered into an agreement with RWI to acquire Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. (“Miranda”) in Ankara, Turkey. This required RAKR to invest $400,000 into RWI to execute this acquisition. This investment was considered an Equity Investment. On December 31, 2024, under a Debt Swap and Conversion Agreement, RWI assumed $112,378 owed by RAKR to RWI and four affiliated parties thereby reducing its investment in RWI. The remaining balance of the investment was then converted into shares of RWI, which—together with RWI’s simultaneous restructuring—resulted in the Company’s ownership decreasing to 13.65%, no longer considering the investment as an Equity Investment.

Schedule of Equity Investment

	Location	Percentage Ownership		December 31, 2024		December 31, 2023
				Carrying Value as of
	Location	Percentage Ownership		December 31, 2024		December 31, 2023
Rainmaker Worldwide Inc.	Ontario, Canada		13.65%
Initial investment cost				$	400,000		-
Less: Distributions					7,000		-
Less: debt applied					112,378		-
Less: Equity method investment losses					191,471		-
Less: Impairment expense					89,151		-
Carrying value of investment				$	-		-

F-12

Impairment of Investment in RWI

Based on the information available, we have decided to impair the asset in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI’s financials reflect insufficient cash, a net liability position, and ongoing net losses. Given these circumstances, we believe it is unlikely that the investment will generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss of the equity method investment. As a result, we have impaired this asset to zero. The Company was well aware of this position in advance of the restructuring. More important than the equity value to the Company is the strategic value of the asset that is expected to jointly generate future revenues and technological advancements. While this cannot be guaranteed, the Company and RWI continue to work together to advance the value of both businesses. The nature of the water infrastructure business is a long sales cycle depending on factors such as developers receiving permits in a timely fashion for projects that would require water treatment. (see also Note 11 and 17).

Note 4: Convertible Notes Payable

The Convertible Notes Payable are defined below.

A $8,200 convertible note that came into the Company through the July 3, 2017 merger. Accrued interest to December 31, 2024, was $3,072.

On September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $3,105,897 bearing interest of 10% per annum with a maturity date of 3 years from the anniversary date of the funding advance and is convertible into shares of Common Stock equal to 85% multiplied by the average of the 5 closing prices of the Common Stock immediately preceding the Trading Day that the Company receives a Notice of Conversion with a floor price of $0.15. On October 1, 2020, the amount of $1,850,000 was advanced to the Company. The balance of the principal of this note is made up of the principal and interest on the existing promissory notes totaling $1,100,000 (1), and the principal and interest on the existing note issued August 4, 2020, in the amount of $150,000 (2). Each of the existing notes, (1) and (2), are deemed to be cancelled and are replaced by the note in the amount of $3,105,896.72 described above. The company evaluated the note for a beneficial conversion feature at the date of issuance noting that there was no BCF related. The security interest of this loan is junior and subordinate to all existing security. On September 14, 2023, an amendment to this loan was signed agreeing to roll the accrued interest to date of $918,154.10 into the principal amount resulting in total principal of $4,024,050.82 (the “New Principal Amount”). The maturity date was extended to March 14, 2024. On March 14, 2024, a second amendment to this loan was signed agreeing to roll the accrued interest to date of $200,651 into the principal amount resulting in a total principal amount of $4,224,702 (the “New Principal Amount 2”). The maturity date was extended to July 14, 2024. On July 14, 2024, a third amendment to this loan was signed agreeing to roll the accrued interest to date of $141,209 into the principal amount resulting in a total principal amount of $4,365,911 (the “New Principal Amount 3”). The maturity date was extended to January 14, 2025. As of December 31, 2024, the accrued interest for this note was $203,344.

On June 28, 2022, the Company issued a convertible promissory note in the amount of $64,250 bearing interest of 10% per annum with a maturity date of one year (June 28, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before maturity. The Agreement was signed on June 28^thand ultimately funded on July 6, 2022. During Q1, 2023, the principal amount of this note ($64,250) plus all accrued interest ($3212.50) was fully converted into 1,422,193 common shares. This note had an Original Issue Discount of $4,250 and as of February 21, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On July 26, 2022, the Company issued a convertible promissory note in the amount of $35,000 bearing interest of 10% per annum with a maturity date of one year (July 26, 2023) and has the option to convert into shares of Common Stock any time following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q1, 2023, the principal amount of this note ($35,000) plus all accrued interest ($1,822.47) was fully converted into 716,675 common shares. This note had an Original Issue Discount of $2,500 and as of February 13, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On September 12, 2022, the Company issued a convertible promissory note in the amount of $49,250 bearing interest of 10% per annum with a maturity date of one year (September 12, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q1, 2023, there were conversions totaling $37,800 leaving a principal balance of $11,450. These conversions converted into 1,284,570 common shares. During Q2, 2023, the remaining principal balance and accrued interest were converted into 705,566 shares. This note had an Original Issue Discount of $4,250 and as of May 22, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

F-13

On October 25, 2022, the Company issued a convertible promissory note in the amount of $44,250 bearing interest of 10% per annum with a maturity date of one year (October 25, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q2, 2023, this note including accrued interest was fully converted into 3,291,314 shares. This note had an Original Issue Discount of $4,250 and as of June 20, 2023, was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On February 21, 2023, the Company issued a convertible promissory note in the amount of $44,250 bearing interest of 10% per annum with a maturity date of one year (February 21, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q3, 2023, this note went through conversions reducing the principal amount by $44,230, converting into 3,806,084 common shares. This note had an Original Issue Discount of $4,250 and as of December 31, 2023, it is fully amortized. During Q4, 2023, the remaining principal amount of the note in the amount of $20 and accrued interest of $2,213 were converted into 228,974 common shares. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On May 8, 2023, the Company issued a convertible promissory note in the amount of $21,000 bearing interest of 12% per annum with a maturity date of one year (May 8, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. The conversion price is calculated at 61% of the Market Price (lowest trading price during the 20-trading day period). The Company has the right to prepay any time before maturity. This note had an Original Issue Discount of $5,000 and as of March 31, 2024, it is fully amortized. As of December 31, 2023, $9,875 was converted into 500,000 common shares leaving the remaining principal balance of $11,125. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions. During the first quarter of 2024, this note was paid in full including interest of $3,675.

On January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives and management of the Company totaling $326,883 reflecting amounts due for services provided pursuant to the terms of Consulting Agreements between the Holders and the Company. Each note is a one-year term, carrying an interest rate of 10% per annum and will convert at a fixed rate of $0.0347 per share. The debt discount as of December 31, 2024, is $2,123. As of December 31, 2024, accrued interest for these notes was $31,972.

F-14

Note 5: Notes Payable, Related Parties

Promissory notes dated November 6, 2016, with a principal amount of $13,516 are due and bear interest of 5% and are payable on demand. On December 31, 2024, $5,516 was repaid as part of a Debt Swap Agreement entered into with RWI including accrued interest of $2,507 (described in Note 3 and Note 17). The principal balance remaining is $8,000 with accrued interest to December 31, 2024, in the amount of $3,637.

In 2017 compensation was due to members of the executive management team in the amount of $312,000. In support of the growth of the Company, those executive team members agreed to defer receipt of payment by converting into loans that bear interest of 4%. $60,000 principal and accrued interest of $17,471 remains as of December 31, 2024.

During 2021, a related party loaned the Company, on a short-term basis, $21,903. This amount was fully repaid in Q1, 2022. This related party will, from time to time, as necessary, lend the Company money on a short-term basis without charging interest. At December 31, 2022, the Company owed this party $10,081. This amount was repaid during Q2 2023 and the balance owing as of December 31, 2024, is nil.

On January 8, 2024, to alleviate the payables burden on the Company, executives agreed to, and the Company issued three long-term promissory notes totalling $640,000. Each note is a two-year term, carrying an interest rate of 10% per annum. The notes can become convertible notes at a fixed conversion rate of $0.0347 per share if the Company and the holder both agree. As of December 31, 2024, accrued interest for these notes is $62,597.

Also on January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives and management of the Company totalling $326,883 (see Note 4 for details).

Note 6: Other Loans Payable

On February 2, 2021, the company entered into a short-term loan agreement in the amount of $50,000 at an annual interest rate of 5% and due February 1, 2022. It was agreed to extend the due date to February 2, 2023. By mutual agreement, the note was extended for an additional term of six months and therefore would expire August 2, 2023. The terms and conditions remained the same except for a change in the interest rate from 5% to 12%. During Q2, 2023, the principal portion of this loan was repaid leaving only accrued interest owing in the amount of $6,694. As of December 31, 2024, this accrued interest remains outstanding.

Note 7: Derivative Liabilities

During the quarter, on September 26, 2024, the Company executed a 1-for-25 reverse stock split, which resulted in a reduction in the total number of outstanding shares. As a result of this reverse stock split, the Company’s previously outstanding derivative instruments, which were tied to the conversion of shares, are now fully convertible. Consequently, all potential conversion rights are now exercisable, and the associated derivative liabilities have been extinguished as of the reverse stock split date. Accordingly, the Company no longer recognizes derivative liabilities in its financial statements.

Derivative liabilities (fair value)

Beginning Balance	$	208,142
Change due to Issuances		899,248
Change due to Conversions		(11,298	)
Mark-to-market		(885,269	)
Gain on derivatives-convertible notes		(206,358	)
Gain on derivatives-warrants		(4,465	)
Fair Value Balance December 31, 2024	$	-

Note 8: Intellectual Property

As of the filing, the Company holds no intellectual property.

Note 9: Property and Equipment

Demonstration Equipment

The Company may have demonstration equipment to allow it to show a working version of its technology and equipment to customers and organizations in the future. Demonstration equipment is stated at cost less accumulated depreciation and any recognized impairment loss. Cost would include the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended useful life. Depreciation for the demonstration equipment would be at a rate estimated to write off the cost of the equipment less its estimated residual value by an equal annual amount over its expected useful life. The residual value and expected useful life of the demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period. The Company does not currently have any demonstration equipment.

F-15

Note 10: Common Stock

Common Stock

As at December 31, 2024, the Company had authorized 501,000,000 shares, of which 500,000,000 shares are Common Stock with a par value of $0.001 per share and 1,000,000 shares are Preferred Stock (see Note 17) with a par value of $0.001 per share.

At December 31, 2024, 19,987,241 common stock was issued and outstanding. The following table details the number of common stock issued:

Schedule of Common Stock

	Number of Stock
Balance, December 31, 2022		6,431,865
Conversion of convertible promissory notes		11,955,376
Common shares issued for acquisition		1,600,000
Balance, December 31, 2023		19,987,241

Common shares issued for acquisition		1,600,000
Balance, December 31, 2024		19,987,241

During 2023, the Company issued 11,955,376 shares upon conversions of convertible promissory notes (see Note 4 for details). No shares have been issued this fiscal year to December 31, 2024.

Note 11: Related Party Transactions

Outstanding compensation and expense reimbursements due to consultants engaged by the Company $843,449 (2023: $1,607,896).

Refer to other related party payables in Note 4 and Note 5.

The Company (the lender) signed a loan agreement with RHBV (the borrower) on June 21, 2022. RAKR agreed to a two-year loan facility with an interest rate of 8% with interest only payments until a bullet payment is made for the principal on the due date. Provisions in the agreement allow for prepayment. First tranche of the loan to RHBV in the amount of $5,000 was issued to RHBV on July 7, 2022. On December 31, 2024, the Company entered into an Agreement whereby this loan to RHBV was applied to certain payables related to RHBV fully eliminating this loan and all accrued interest to this date.

On November 6, 2023, the Company issued 1,600,000 shares to RWI to finalize the Miranda acquisition. Shares were valued at $48,000 on the date of signature of the agreement with RWI to affect that acquisition. $24,000 was received on January 15, 2024, in payment for these shares. The difference of $24,000 was recorded as stock-based compensation in Q3, 2023.

Effective April 1, 2023, the Company divested 60% interest in RWI. On December 31, 2024, RWI went through a restructuring and, combined with an agreement to convert the Company’s investment in RWI into RWI shares, the Company now owns 13.65% of RWI (see Note 3 and Note 17 for more details).

On January 16, 2024, the Company made an investment in RWI in the amount of $400,000. At the same time, the 60% shareholder of RWI invested $600,000 such that both parties fully funded the first payment due to acquire 60% of Miranda. As of December 31, 2024, $7,000 in distribution payments have been received. Due to the restructuring discussed above, the Company converted the remaining investment into shares of RWI and remains on the balance sheet an investment in the amount of $280,622 (See Note 3 and Note 17 for more details). Based on the information available, we have decided to impair the asset in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI’s financials reflect insufficient cash, a net liability position, and ongoing net losses. Given these circumstances, we believe it is unlikely that the investment will generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss of the equity method investment. As a result, we have impaired this asset to zero. The Company was well aware of this position in advance of the restructuring. More important than the equity value to the Company is the strategic value of the asset that is expected to jointly generate future revenues and technological advancements. While this cannot be guaranteed, the Company and RWI continue to work together to advance the value of both businesses. The nature of the water infrastructure business is a long sales cycle depending on factors such as developers receiving permits in a timely fashion for projects that would require water treatment.

F-16

Note 12: Commitments and Contingencies

In the ordinary course of operating the Company’s business, it may, from time to time, be subject to various claims or possible claims. Management’s view that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future.

On April 27, 2018, the Company identified a judgement dated August 8, 2016, against six Defendants including a former subsidiary of the Company as well as a predecessor of the Company as currently named and constituted. The amount of the judgement including costs is $4,423,910. An appeal was filed on November 9, 2016, by the previous management. A decision on the appeal was rendered on June 22, 2018, and the original judgement was upheld. As a result, the Company has recorded a contingent liability of $4,423,910 as of December 31, 2024 (2023: $4,423,910). The Company, since its last report, has not been contacted by the Plaintiff.

Note 13: Inventory

Inventory is stated at the lower of cost or market. Cost is recorded at standard cost, which approximates actual cost, on the first-in first-out basis. The Company, at this time, holds no inventory but may in the future.

Note 14: Leases

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

There are no lease-related assets and liabilities recorded on the Company’s balance sheet and the Company has no lease expenses.

Note 15: Stock Options

In order to compensate members of the board and executives, the following stock options have been granted, vesting as described.

	●	Effective July 1, 2022, the Company granted 60,000 options as compensation to the newly filled position, VP Sales and 100,000 to the VP Finance. 25,600 and 20,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and exercisable at $3.00 per share. In January, 2024, the Board of Directors modified the exercise price to $0.0347 per share as part of the change described directly below.

	●	January 8, 2024, the Board of Directors granted 264,000 fully vested options to the Company’s CEO, with a term of 5 years and exercisable at $0.0347 per share (70% of the 30-day Volume Weighted Average Price prior to this date). These options are the first options granted to the CEO who forewent this compensation in the past to benefit the Company. The CEO is now aligned with the executive management compensation. At the same time, the Board of Directors modified 528,000 fully vested shares allocated to executives, directors and former management to reflect the same exercisable price of $0.0347 per share.

	●	For the period ended December 31, 2023, the Company recorded a stock option expense of $108,581. The Company used the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards under ASC 718. For the year ended December 31, 2024, the Company recorded stock option expense of $23,979.

	●	In connection with the repricing of certain stock options, the Company reassessed the fair value of the modified awards compared to the original awards. As a result of this reassessment, the Company recognized additional stock-based compensation expense of $21,770 for the year ended December 31, 2024.

		The Company estimates the fair value of stock options using the Black-Scholes model. For grants classified as ‘plain vanilla,’ the expected term was calculated using the SEC’s Simplified Method [(vesting term + contractual term)/2] due to insufficient historical exercise data. This approach aligns with SAB Topic 14.D.2 and reflects the Company’s significant changes to share option grant terms in recent years, which rendered historical exercise patterns inapplicable.

Schedule of Warrants and Options

Warrants and Options

Vested

Granted

Vested

Non-Vested

Dec 31, 2023

To December 31, 2024

1,128,000

264,000

1,392,000

F-17

●

The assumptions used in the Company’s Black Scholes option pricing is as follows:

Stock Price	$	0.0042-$0.2
Exercise Price	$	0.035-$3.75
Number of Options Granted		1,392,000
Dividend Yield		0	%
Expected Volatility		116-355 %
Weighted Average Risk-Free Interest Rate		1.42	%
Term (in years)		5

Note 16: Income Taxes

The Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2024, the Company’s deferred tax assets relate to net operating loss (“NOL”) carry-forwards that were derived from operating losses and stock-based compensation from prior years. A full valuation allowance has been applied to the Company’s deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. At December 31, 2024, the Company had federal net operating loss carry-forwards, which are available to offset future taxable income, of $5,848,952. The Company’s NOL carry-forwards can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. These NOL carry-forwards begin to expire in 2037. No provision was made for federal income taxes as the Company has significant NOLs in the United States and Canada. All of the Company’s income tax years remained open for examination by taxing authorities.

	Year ended December 31,			Year ended December 31,
	2024			2023

Net Loss		(1,056,242	)		(1,229,753	)
Add back:
Stock Compensation		45,749			132,581
Amortization of Debt Discount		333,878			453,865
Taxable Income		(676,615	)		(643,487	)
Tax Rate		21	%		21	%
Deferred Tax Asset:
Net Operating (Gain) Loss		142,089			135,132
Valuation Allowance		(142,089	)		(135,132	)
Net Deferred Asset		-			-

F-18

Note 17: Discontinued Operations

Effective April 1, 2023, the Company divested 60% of RWI, its privately held Ontario-based subsidiary, retaining a 40% ownership interest. This transaction is reflected in the accompanying financial statements in accordance with ASC 205-20-45-1E. The purpose of this divestiture was to secure full funding for the development of the North American market, which includes both Rainmaker and Miranda products, as described in the Joint Development Agreement (see Note 1).

On December 31, 2024, RWI underwent an additional restructuring that reduced the Company’s ownership to 13.65%. To maintain this interest, the Company converted its investment in RWI into shares of RWI. This investment, after calculating the Company’s share of RWI’s consolidated losses of $191,471 and the application of payables due to related people and entities in the amount $112,378 as outlined in a Debt Swap Agreement dated December 31, 2024, was valued at $89,151. Based on the information available, we have decided to impair the asset in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI’s financials reflect insufficient cash, a net liability position, and ongoing net losses. Given these circumstances, we believe it is unlikely that the investment will generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss of the equity method investment. As a result, we have impaired this asset to zero. The Company was well aware of this position in advance of the restructuring. More important than the equity value to the Company is the strategic value of the asset that is expected to jointly generate future revenues and technological advancements. While this cannot be guaranteed, the Company and RWI continue to work together to advance the value of both businesses. The nature of the water infrastructure business is a long sales cycle depending on factors such as developers receiving permits in a timely fashion for projects that would require water treatment.

Note 18: Mezzanine Equity

Effective June 29, 2022, the Company has authorized shares of 501,000,000, of which 500,000,000 shares are common stock (see Note 10) with a par value of $0.001 per share and 1,000,000 shares are preferred stock with a par value of $0.001 per share.

On May 23, 2023, a Certificate of Designation was executed designating 150,000 Preferred Stock as a new class of Preferred Stock designated Series A Preferred Stock. The total face value of this entire series is one hundred and fifty thousand dollars ($150,000). Each share of Series A Preferred Stock has a stated face value of $1.00 and is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.015 per share. On January 16, 2024, the Company received $420,000 for the purchase of 420,000 preferred shares and a further $5,000 on March 5, 2024 and July 1, 2024 for a total of $430,000 for the purchase of 430,000 preferred shares. The Series A Preferred Stock will be increased in the future and these 430,000 preferred shares will be issued at that time under the same terms as those designated on May 23, 2023. Therefore, this amount has been recorded as Stock Payable-Preferred until that occurs.

The holder of Series A Preferred Stock has the following rights:

(a) 1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK:

Each share of Preferred Stock shall be entitled to a monthly fixed dividend of 1.5% of the original purchase price of such share (the “Monthly Dividend”), payable in cash or, at the option of the Company, in shares of Restricted Common Stock, as determined by the Board of Directors. The Monthly Dividend shall be calculated based on the original purchase price of the Preferred Stock and shall be paid on a monthly basis, with the first payment due one month following the Closing Date and continuing until the earlier of the redemption of the Preferred Stock or the conversion of such shares into shares of Common Stock;

The amount of the Monthly Dividend payable in shares of Restricted Common Stock shall be based on the volume-weighted average price (“VWAP”) of the Common Stock over the 30-day period ending on the last trading day of the month preceding the payment date. The number of shares of Restricted Common Stock to be issued in payment of the Monthly Dividend shall be determined by dividing the amount of the Monthly Dividend payable in shares of Restricted Common Stock by the VWAP; and

The Company may, in its sole discretion, elect to pay the Monthly Dividend in cash or in shares of Restricted Common Stock, subject to the provisions of this Agreement. If the Company elects to pay the Monthly Dividend in cash, it shall be paid on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date. If the Company elects to pay the Monthly Dividend in shares of Restricted Common Stock, such shares shall be issued on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date, subject to the limitations set forth herein.

F-19

(b) APPROVAL ON COMMON AND PREFERRED SHARE DILUTION:

Each share of Preferred Stock shall be entitled to approval rights on any future dilution of the Common Stock or Preferred Stock of the Company, subject to the terms and conditions set forth herein. In connection with any proposed issuance of Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company, the Company shall provide written notice to the holders of Preferred Stock (the “Holders”) no less than ten (10) days prior to the proposed issuance, including the proposed terms of such issuance;

The Holders shall have the right to approve or reject the proposed issuance, such approval not to be unreasonably withheld and taking into consideration the financial situation of the Company at the time of the requested dilution. The Company shall not issue any Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company without the approval of the Holders, except as provided herein. Nothing in this Section shall prohibit the Company from issuing any shares of common stock upon the exercise or conversion of currently outstanding securities;

If the Holders approve the proposed issuance, the Company shall use its best efforts to issue and deliver the Common Stock or Preferred Stock within ten (10) business days of such approval. If the Holders reject the proposed issuance, the Company may not issue any Common Stock or Preferred Stock on the proposed terms, unless and until the proposed terms are revised to the satisfaction of the Holders. Any proposed issuance that is not approved by the Holders shall be deemed a breach of this Agreement; and

The approval rights set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the Holders.

Each holder of Preferred Stock shall be entitled to the right to appoint up to three (3) directors to the Board of Directors of the Company. The right to appoint directors shall be subject to the terms and conditions set forth herein;

If a holder of Preferred Stock wishes to exercise their right to appoint directors, they shall provide written notice to the Company no less than thirty (30) days prior to the date of the Company’s annual meeting of stockholders. The notice shall identify the individuals proposed to be appointed as directors and shall include all information required to be disclosed under applicable law;

The Company shall use its best efforts to ensure that the individuals proposed to be appointed as directors are duly elected to the Board of Directors at the annual meeting of stockholders. If the Company fails to cause the individuals proposed to be appointed as directors to be duly elected, then the Company shall take such actions as may be necessary or appropriate to ensure that such individuals are appointed as directors; and

The right to appoint directors set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock.

(d) RIGHT TO AUTHORIZE A ROLLBACK OF COMMON SHARES

The holder(s) Preferred Stock shall have the right to authorize a rollback of common shares of the Company in accordance with the terms and conditions set forth herein. For the purposes of this section, a “rollback of common shares” shall mean a reverse stock split or any other transaction or series of transactions that reduces the number of outstanding common shares of the Company;

In the event that the holder(s) of Preferred Stock wish to authorize a rollback of common shares, they shall provide written notice to the Company of their intention to do so. Such notice shall identify the proposed terms of the rollback, including the ratio of common shares to be exchanged for each new share;

F-20

The Company shall use its best efforts to carry out the rollback in accordance with the terms set forth in the notice. If the Company is unable to carry out the rollback as proposed, it shall promptly notify the holder(s) of Preferred Stock and negotiate with them in good faith to reach an agreement on the terms of the rollback; and

The right to authorize a rollback of common shares set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock.

In the event that the Company puts forth a proposal to effect a reverse stock split of the Company’s Common Stock, the holders of the Preferred Stock shall have the right to vote 50.1% of the amount of shares on such proposal.

(e) BUYBACK TRIGGER AND INVESTOR’S OPTION TO TAKE OWNERSHIP OF EQUITY

The Preferred Stock shall have a Buyback trigger based on the following conditions. The Preferred Stockholders have the right to do demand/receive cash if any of the following happen. To date, no such demands have been made:

1) RAKR is no longer SEC compliant;

2) RAKR is no longer publicly traded on an OTC exchange;

3) Any breach of the conditions (a-g);

4) On the 24-month anniversary of the subscription, or with an extension mutually agreed by RAKR and the holder(s) of Preferred Stock.

If any of the above triggers occur and RAKR fails to repurchase the Preferred Stock within 60 days of the occurrence of such trigger, the holder(s) of the Preferred Stock shall have the right to exercise an option to take ownership of the Ontario Rainmaker Worldwide Common Share equity owned by RAKR, subject to the following conditions:

i. The option to take ownership of the equity must be exercised within 60 days of the expiration of the repurchase period described above;

ii. The value of the equity to be transferred to the holder(s) of Preferred Stock shall be equal to the aggregate principal amount of the Preferred Stock outstanding at the time of exercise of the option; and

iii. The transfer of the equity shall be subject to any applicable laws and regulations, including without limitation any securities laws and regulations.

(f) RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK

The holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$600,000 worth of common stock of the Company at a price of US$0.015 per share, reflecting a discount to market price at the time of signing this agreement of 50% and/or convert the Preferred Stock with the same conversion terms as above.

The exercise of these rights are subject to the following terms and conditions:

i. Availability of Shares: The purchase of common stock by the holder of the Preferred Stock shall be contingent upon the Company making such shares available for issuance.

ii. Purchase Notice: When common stock becomes available for issuance, the holder of the Preferred Stock shall provide a written notice to the Company indicating their intent to exercise their right to purchase the common stock. The notice shall specify the desired number of shares to be purchased, not exceeding the US$600,000 limit.

iii. Purchase Price: The purchase price per share shall be US$0.015, reflecting a discount to market price of 50% at the time of signing this agreement.

iv. Payment Terms: The holder of the Preferred Stock shall remit the full payment for the purchased common stock within a specified timeframe determined by the Company.

v. Transfer of Shares: Upon receipt of the full payment, the Company shall transfer the purchased common stock to the holder of the Preferred Stock, and the stock certificates or electronic equivalents shall be issued accordingly.

vi. Limitations: The right to purchase common stock is subject to applicable laws, regulations, and the Company’s Articles of Incorporation and Bylaws.

F-21

(g) Voting Rights.

The Series A Holder shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders and their approval shall be required to effect such action. In the event that the Company determines to put forth a proposal to its stockholders to effect a reverse split of its outstanding Common Stock, the Series A holder shall have the right to such number of votes as shall equal 50.1% of the voting stock of the Company.

As of May 26, 2023 the Company received $150,000 for 150,000 shares of Series A Preferred Stock. These shares were issued July 20, 2023.

As of December 31, 2024 and December 31, 2023, the Company had 150,000 shares of Series A Preferred Stock outstanding for each period and recorded as mezzanine at face value of $150,000 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

Note 19: Segment Reporting

Adoption of ASC 2023-07

Effective for the fiscal year ended December 31, 2024, the Company adopted the provisions of ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which require enhanced disclosures regarding significant segment expenses and the measures used by the Company’s Chief Operating Decision Maker (“CODM”) in evaluating financial performance.

Single Reportable Segment

The Company specializes in the development and commercialization of freshwater production and purification systems. The Company’s CEO (CODM) reviews operating results and makes resource allocation decisions on a consolidated basis. As a result, the Company has determined that it operates in one reportable segment and that the adoption of ASC 2023-07 did not result in a change to the Company’s segment reporting structure.

Schedule of Segment Reporting

Item	Amount
Revenue	$	143,725
COGS		143,725
General and Administrative expense		364,590
Segment Profit (Loss) from Operations		(364,590	)
Segment Profit (Loss) Other expense		(691,652	)
Segment Assets		50,116
Other Segment Items – Interest expense		639,951

Geographic Information

The Company generated 100% of its revenue from customers in the Caribbean during the years ended December 31, 2024 and 2023.

Major Customers

During the year ended December 31, 2024, one customer accounted for 100% of total revenue.

The loss of this customer could have a material adverse impact on the Company’s revenues and operating results until such time as the Company diversifies and expands its customer base.

Conclusion

Due to limited operational activities and a single reportable segment structure, no additional segment disclosures beyond those discussed above are required under ASC 2023-07. The Company will continue to monitor its operations and update segment reporting as necessary if future expansion or changes in the business model warrant additional segments.

Note 20: Subsequent Events

On January 2, 2025, the Company issued 15,269,730 shares of common stock to its Chief Executive Officer in exchange for the full conversion of two promissory notes held by the CEO. Additionally, on January 2, 2025, the Company issued 11,665,694 shares of common stock to its VP Finance in exchange for the full conversion of two promissory notes held by the VP Finance. These conversions reduced the Company’s outstanding debt and increased the total number of shares of common stock outstanding and fully satisfies all notes held by these parties.

On January 14, 2025, the Company and Sphere 3D agreed to an amendment to the convertible promissory note which extended the maturity date to January 14, 2026 and adds the unpaid interest to the principal amount.

F-22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Rainmaker Worldwide Inc.

Date: March 31, 2025	By:	/s/ Michael O’Connor
		Michael O’Connor
		President, Chief Executive Officer and Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Michael O’Connor		Director		March 31, 2025

Signature		Title		Date
/s/ James Ross		Director		March 31, 2025