Rainmaker Worldwide Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [___] to [___] 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.) 271 Brock Street , Peterborough , Ontario Canada K9H 2P8 (Address of principal executive offices) (Zip Code) (877) 334-3820 (Registrant’s telephone number, including area code) N/A (Former name or former address and former fiscal year, if changed since last report) 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares of the registrant’s Common Stock, $0.001 par value, outstanding as of November 13, 2022 was 160,797,716 . TABLE OF CONTENTS Page No. PART I FINANCIAL INFORMATION 4 Item 1. Financial Statements (2022 unaudited, 2021 audited) 4 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 5 Consolidated Statements of Stockholders’ Equity (deficit) 6 Consolidated Statements of Cash Flows 7 Notes to the Consolidated Financial Statements 8-25 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 PART II OTHER INFORMATION 34 Item 1. Legal Proceedings 34 Item 1A. Risk Factors 34 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34 Item 3. Defaults Upon Senior Securities 34 Item 4. Mine Safety Disclosures 35 Item 5. Other Information 35 Item 6. Exhibits 35 SIGNATURES 36 2 CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS This quarterly report on Form 10-Q (“Form 10-Q”) 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-Q and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our results of operations, financial condition, our available cash, liquidity, prospects, growth and strategies, impacts of the ongoing coronavirus (COVID-19) pandemic, 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-Q will prove to be accurate. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Form 10-Q, 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-Q. 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-Q, 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: ● potential effects of the COVID-19 pandemic on our business, financial condition, liquidity and results of operations, and our ability to continue operations in the same manner as previously conducted prior to the macroeconomic effects of the COVID-19 pandemic; ● the successful development and implementation of our sales and marketing campaigns; ● the size and growth of the potential markets for our product 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 on Form 10-12GA. Any forward-looking statements that we make in this Form 10-Q 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-Q except as required by the federal securities laws. This Form 10-Q 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. 3 PART I — FINANCIAL INFORMATION Item 1. Financial Statements RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Consolidated Balance Sheets September 30, December 31, 2022 2021 (Unaudited) (Audited) Assets Current Assets Cash $ 10,968 $ 4,337 Other receivables 5,138 4 Inventory 255,000 175,000 Prepaid expenses 27,884 5,000 Prepaid expenses – related parties 80,000 160,000 Total Current Assets 378,990 344,341 Total Assets $ 378,990 $ 344,341 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities Accounts payable $ 88,144 $ 101,804 Related party payables 1,143,145 906,947 Accrued liabilities 668,385 410,505 Customer deposits 119,883 112,500 Contingent liability 4,423,910 4,423,910 Convertible notes payable net of discount of $ 65,787 and $ 0 129,663 8,200 Notes payable - related parties 83,597 95,419 Other loans payable 50,000 50,000 Derivative liabilities 57,344 - Total Current Liabilities 6,764,071 6,109,285 Long Term Payables Convertible notes payable 3,105,897 3,105,897 Total Long Term Payables 3,105,897 3,105,897 Total Liabilities $ 9,869,968 $ 9,215,182 Stockholders’ Equity (Deficit) Common stock - $ 0.001 par value; 500,000,000 and 200,000,000 authorized at September 30, 2022 and December 31, 2021; 152,809,508 and 144,354,957 outstanding at September 30, 2022 and December 31, 2021 $ 152,810 $ 144,355 Additional paid-in capital 61,904,951 61,686,839 Accumulated deficit ( 71,936,634 ) ( 70,997,053 ) Accumulated other comprehensive income 387,895 295,018 Total Stockholders’ Equity (Deficit) $ ( 9,490,978 ) $ ( 8,870,841 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 378,990 $ 344,341 The accompanying notes are an integral part of these consolidated financial statements. 4 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Consolidated Statements of Operations and Comprehensive Loss Three month Three month Nine month Nine month September 30 September 30 September 30 September 30 2022 2021 2022 2021 (Unaudited) (Unaudited (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - Expenses General and administrative expense 309,462 184,204 646,518 1,147,679 Total Expenses 309,462 184,204 646,518 1,147,679 Loss from Operations ( 309,462 ) ( 184,204 ) ( 646,518 ) ( 1,147,679 ) Other income (expense) Other income - 25,000 20,000 65,000 Interest expense ( 89,650 ) ( 82,226 ) ( 258,445 ) ( 746,501 ) Amortization of debt discount ( 62,810 ) - ( 62,810 ) - Change in derivative liabilities expense 8,192 - 8,192 - Total other income (expense) ( 144,268 ) ( 57,226 ) ( 293,063 ) ( 681,501 ) Loss from continuing operations ( 453,730 ) ( 241,430 ) ( 939,581 ) ( 1,829,180 ) Discontinued operations: Loss from operations of discontinued operations - - - ( 333,733 ) Total discontinued operations $ - $ - $ - $ ( 333,733 ) Net income (loss) $ ( 453,730 ) $ ( 241,430 ) $ ( 939,581 ) $ ( 2,162,913 ) Other comprehensive income (loss) Foreign exchange translation gain (loss) 73,691 ( 32,467 ) 92,877 ( 290,881 ) Net income (loss) and comprehensive income (loss) $ ( 380,039 ) $ ( 273,897 ) $ ( 846,704 ) $ ( 2,453,794 ) Net loss per share: Basic and diluted $ ( 0.003 ) $ ( 0.002 ) $ ( 0.007 ) $ ( 0.01 ) Weighted average number of common shares outstanding: Basic and diluted 145,217,066 146,943,422 144,632,483 146,038,199 The accompanying notes are an integral part of these consolidated financial statements. 5 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Consolidated Statements of Stockholders’ Equity (deficit) (Unaudited) Accumulated Accumulated Additional other Number of stock Amount ($) paid-in capital ($) Stock Payable Deficit ($) comprehensive income ($) Total Balance, December 31, 2020 139,580,934 $ 139,581 $ 53,611,108 $ 75,000 $ ( 68,271,589 ) $ 9,153 $ ( 14,436,747 ) Private placements 2,128,385 2,128 96,511 ( 75,000 ) - - 23,639 Conversion of convertible promissory notes 22,884,244 22,885 1,679,775 - - - 1,702,660 Shares cancelled ( 20,238,606 ) ( 20,239 ) ( 1,457,179 ) - - - ( 1,477,418 ) Stock-based compensation - - 19,787 - - - 19,787 Disposition of discontinued operations - - 7,714,164 - - - 7,714,164 Foreign currency translation - - - - - 291,833 291,833 Net gain (loss) for the quarter - - - - ( 2,162,913 ) - ( 2,162,913 ) Balance, September 30, 2021 144,354,957 $ 144,355 $ 61,664,166 $ - $ ( 70,434,502 ) $ 300,986 $ ( 8,324,995 ) Accumulated Additional other Number of stock Amount ($) paid-in capital ($) Stock Payable Deficit ($) comprehensive income ($) Total Balance, December 31, 2021 144,354,957 $ 144,355 $ 61,686,839 $ - $ ( 70,997,053 ) $ 295,018 $ ( 8,870,841 ) Conversion of convertible promissory notes 8,651,734 8,652 116,159 - - - 124,811 Shares cancelled ( 197,183 ) ( 197 ) 197 - - - - Stock-based compensation - - 101,756 - - - 101,756 Foreign currency translation - - - - - 92,877 92,877 Net gain (loss) for the quarter - - - - ( 939,581 ) - ( 939,581 ) Balance, September 30, 2022 152,809,508 $ 152,810 $ 61,904,951 $ - $ ( 71,936,634 ) $ 387,895 $ ( 9,490,978 ) The accompanying notes are an integral part of these consolidated financial statements. 6 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Consolidated Statements of Cash Flows (Unaudited) 2022 2021 Nine Months Ended September 30, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 939,581 ) $ ( 2,162,913 ) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Stock-based compensation 101,756 39,574 Other income - 65,000 Change in fair value of derivative liabilities ( 8,192 ) - Discount amortization 62,810 - Change in operating assets and liabilities: Accounts receivable ( 5,134 ) 1,823 Inventory - ( 13,423 ) Prepaid expenses ( 22,884 ) 61,997 Accounts payable, related party payables and accrued liabilities 483,168 1,415,605 Customer deposits 7,383 ( 36,447 ) Discontinued operations - 475,281 CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES ( 320,674 ) ( 153,503 ) CASH FLOWS FROM INVESTING ACTIVITIES Restructuring/discontinued operations - - CASH USED FOR INVESTING ACTIVITIES - - - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of stock - 3,852 Borrowed on convertible debt 246,250 - Borrowed on debt - 50,396 Borrowed on debt-related party 11,268 - Repayments on debt-related party ( 23,090 ) - Repayments on other loans payable - ( 3,300 ) CASH PROVIDED BY FINANCING ACTIVITIES 234,428 50,948 Effect on Foreign Currency Exchange 92,877 ( 64,699 ) NET INCREASE (DECREASE) IN CASH 6,631 ( 167,254 ) CASH AT BEGINNING OF YEAR 4,337 192,578 CASH AT PERIOD END $ 10,968 $ 25,324 NON-CASH TRANSACTIONS Shares issued for conversion 124,811 1,702,659 Shares issued from stock payable - 75,000 Conversion of AP to convertible notes payable - 928,000 Receipts of prepaid inventory 80,000 - Share cancellation 197 - Initial derivative discount 117,597 - The accompanying notes are an integral part of these consolidated financial statements. 7 Note 1: Nature of Operations, Reverse Merger and Going Concern Nature of Operations Rainmaker Worldwide Inc. (“Rainmaker” or the “Company” or “RAKR”) is a Nevada company which operates Rainmaker Worldwide Inc. (Ontario) (“RWI”) with its head office in Peterborough, Ontario, Canada. The Company distributes two main types of energy-efficient, fresh water-producing technologies: (1) Air-to-Water (“AW”), which harvests fresh water from humidity in the atmosphere, and (2) Water-to-Water (“WW”), which transforms seawater or polluted water into drinking water. The technology can be wind, solar, or use conventional power sources (grid or generator), is deployable anywhere, and leaves no carbon trace if renewable resources are deployed. As part of the asset restructuring that took place March 30, 2021, Rainmaker retains a 12 % interest in RHBV which consists of the innovation and manufacturing center located in Rotterdam, Netherlands. RAKR will purchase equipment on a favorable cost-plus formula going forward by virtue of a long-term distribution agreement. The Company is focusing on projects primarily in North and Central America and the Caribbean. Our business development activities are expected to yield more definitive agreements during 2022. This requires the Company to deliver its operational, maintenance, marketing and sales expertise in combination with local partners in most cases. These projects will often require working with complementary technology for post treatment of water, mineralization, bottling plant and energy companies. Business activities include the full integration of such technologies. Reverse Merger RWI was incorporated on July 21, 2014 under the Ontario Business Corporations Act. On July 3, 2017, RWI shareholders completed a share exchange with the Company (the “Merger”) pursuant to a share exchange agreement dated June 28, 2017 (the “Share Exchange Agreement”) among the Company, RWI and RWI’s 45 shareholders. Upon completion of the Merger, and in accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired an aggregate of 9,029,562 common shares in the capital of RWI from the RWI Shareholders (being all of the issued and outstanding shares in the capital of RWI) in exchange for an aggregate of 66,818,759 restricted shares of the Company’s common stock, or 7.4 shares for each share of RWI. Therefore, RWI became a wholly owned subsidiary of the Company effective July 3, 2017. The Company’s former name, Gold and Silver Mining of Nevada, Inc. (“CJT”) was changed on April 24, 2017 in expectation of and conditional upon completion of the Merger. The Merger was accounted for as a reverse acquisition with RWI considered the accounting acquirer since the former RWI shareholders remained in control of the combined entity after the transaction. As part of the merger, net liabilities of $ 235,495 were recognized on the Company’s balance sheet. As a result of the Merger the Company originally traded on the OTC Pink Sheet under the trading symbol RAKR but since then become an SEC filing company and has up-listed to the OTCQB in 2022. This provides greater transparency for RAKR stockholders. Merger with Sphere 3D On July 15, 2020 Sphere 3D Corp. (NASDAQ: ANY) announced that it entered into a definitive merger agreement pursuant to which it would have acquired all of the outstanding securities of Rainmaker Worldwide Inc. Upon closing, Sphere 3D’s name would have changed to Rainmaker Worldwide Inc., and its business model would focus on Water-as-a-Service (“WaaS”). Rainmaker management would have assumed operational leadership of the combined entity. Under the terms of that agreement, Rainmaker, would have merged with S3D Nevada Inc., a Nevada company wholly owned by Sphere 3D, and the merged entity would have been a wholly owned subsidiary of Sphere 3D. Rainmaker shareholders would have received 0.33 of a share of Sphere 3D for each whole share of Rainmaker exchanged and one-third of a warrant or option for each whole warrant or option then held by such Rainmaker shareholder. Upon completion of the transaction Sphere 3D expected to remain listed on the NASDAQ market and would have changed its name to Rainmaker Worldwide Inc. and apply to change its trading symbol from ANY to RAIN. After completion of the transaction, it was expected that current holders of Rainmaker Worldwide Inc. would own approximately 80% of Sphere 3D, on a fully diluted basis, as a result of their exchange of securities in the transaction . The transaction was subject to completion of an equity financing, or series of financings, for a minimum of US$ 15 million at a share price to be mutually agreed prior to closing and such other customary regulatory and shareholder approvals, including the approval of NASDAQ. Closing was originally expected to occur prior to December 31, 2020 but was subject to extension to February 28, 2021 under certain circumstances if mutually agreed by the parties. 8 On September 14, 2020 Sphere 3D announced that the Merger Agreement had been amended to change the ratio of Sphere 3D stock to be received by Rainmaker shareholders (the “Amendment”). This change was intended to better reflect the current market values of the respective companies. At closing, holders of Rainmaker common shares and holders of Rainmaker preferred shares would have each received 1/15th of a share of Sphere 3D per common or preferred share that they hold. As part of the Amendment, Sphere 3D also agreed to advance US$ 1.85 million to Rainmaker by way of a secured convertible note (the “Note”) for Rainmaker to sustain multiple growth initiatives. The funds were used to fulfil recent contracts and expand its equipment production capacity. (See Note 3). The Merger Agreement was adjusted to become an asset purchase agreement January 3, 2021 and was ultimately terminated on February 12, 2021 and announced publicly. Joint Development Agreement On July 28, 2022, the Company signed a Joint Development Agreement (“JDA”) with Miranda Water Treatment Systems (“MWTS”) whose primary operations reside in Ankara, Turkey. This JDA allows for reciprocal distribution rights for all of RAKR and MWTS’ combined technologies and fosters a long-term technological integration strategy between the two companies. Subsequent to the quarter end, on October 5, 2022, the Company entered into a Memorandum of Understanding (the “MOU”) with Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. (“Miranda”) to formalize the mutual intention to integrate the two firms at both strategic and operating levels. This is a non-binding agreement allowing for standard due diligence to take place before the creation of, and, agreement to definitive agreements. There can be no assurance that the parties will reach a definitive agreement. Going Concern The Company has incurred continuing losses from its operations and has an accumulated deficit of $ 71,936,634 . 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 consolidated 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 financings to enable it to meet its operating needs including current and future sales orders. In addition, revenues are being forecasted at the operational level. Note 2: Significant Accounting Policies Basis of Preparation The consolidated financial statements presented are for the entity Rainmaker and its wholly owned subsidiary, Rainmaker Worldwide Inc. (Ontario) and Rainmaker Holland B.V. (“RHBV” Discontinued Operations 2021) as a consolidated entity. The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles. 9 The preparation of the consolidated financial statements in conformity with United States Generally Accepted Accounting Principles 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 consolidated 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. The financial statements of discontinued operations and the subsidiary located outside of the United States are measured in their functional currency: Rainmaker Worldwide Inc. (Ontario) reports in Canadian dollars and Rainmaker Holland B.V. (discontinued operations, March 30, 2021) reports in Euros. Monetary assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date. Income and expense items are translated using average annual exchange rates. Non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in accumulated other comprehensive income in the consolidated balance sheets. 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: Schedule of Estimated Useful Lives of Property and Equipment 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 Embedded Conversion Features 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. On January 1, 2022 the Company adopted ASU 2020-06 using the modified retrospective method and reviewed and calculated the impact on the outstanding financial instruments as of this adoption date concluding there was no impact. 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. 10 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 uses 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. 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 for 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 has three sources of revenue. The first is 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 end product to the customer. Our contracts outline each party’s rights and obligations including the terms and timing of payments. The second source of revenue is through participation in WaaS partnerships. These partnerships will purchase the machines from the Company and the revenue is recognized in accordance with the corresponding rules. These partnerships will also generate revenue sharing as water is sold in accordance with the various agreements and that revenue is recognized in the period it is earned. The third source of revenue is in exchange for operating, maintenance and professional services to these joint ventures. 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. 11 Related Party Transactions Parties are considered to be related if one party has the ability to 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 considered to be 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. 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 to 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 consolidated balance sheets with respect to marketing costs. Advertising costs are expensed as incurred. Segment Reporting ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for the way that public business enterprises report information about operating segments in the Company’s consolidated financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and assess performance. The Company has reportable segments in the United States, Canada and The Netherlands (discontinued operations). 12 Schedule of Segment Reporting September 30, 2022 2021 Gross Profit United States - - Europe-discontinued operations - - Canada - - Gross Profit $ - $ - Net Income (Loss) United States ( 866,102 ) ( 1,771,085 ) Europe-discontinued operations - ( 333,733 ) Canada ( 73,479 ) ( 58,095 ) Net Loss $ ( 939,581 ) $ ( 2,162,913 ) Assets United States 378,866 691,954 Europe-discontinued operations - - Canada 124 74 $ 378,990 $ 692,028 Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles of the United States 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 July 1, 2027 . 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 would 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. 13 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. 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 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 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. 14 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. Customer Concentration Due to the infancy of the Company’s market penetration, current sales are concentrated on a limited number of customers. 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 CAD 100,000 per commercial bank and the Netherlands Deposit Guarantee Scheme (DGS) up to EUR 100,000 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 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 September 30, 2022, the Company had no cash equivalents. Note 3: Convertible Notes Payable On June 30, 2017, Gold and Silver Mining of Nevada, Inc. held unsecured, matured and past due convertible notes payable of $ 235,495 . On the date of the Merger, these convertible notes payable amounts were recognized on the Company’s balance sheet. On July 3, 2017, $ 180,500 of the convertible notes payable was forgiven and recorded as debt forgiveness in the statement of operations. The following summarizes the above notes including notes forgiven: ● Original note of $ 24,500 – the $ 24,500 was forgiven on July 3, 2017. ● Original note of $ 100,000 with interest at 15 % p.a. - $ 75,000 of these notes was forgiven on July 3, 2017. The remaining $ 25,000 was held by three different parties in the following amounts: $ 8,200 , $ 8,750 and $ 8,050 . ● Original note of $ 90,000 with interest at 15 % p.a. - $ 81,000 of these notes was forgiven on July 3, 2017. ● Original note of $ 20,995 with interest at 15 % p.a. – this note was settled on January 31, 2018 in exchange for 50,000 shares of stock at $ 0.42 per stock (See Note 11). ● All of the above notes were convertible at $ 0.001 per stock. Following the Merger, $ 13,100 of the convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total of 13,100,000 shares of common stock as per the terms of the notes. On May 14, 2020, $ 100 of convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total of 100,000 shares of common stock as per the terms of the notes. On June 15, 2020, $ 2,783.53 of convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total of 2,783,530 shares of common stock as per the terms of the notes. On June 29, 2020, $ 3,333.30 of convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total of 3,333,302 shares of common stock as per the terms of the notes. 15 As a result of the above conversions there are $ 8,200 convertible notes remaining that came into the Company through from the July 3, 2017 merger. On May 10, 2018, the Company entered into a $ 200,000 unsecured, convertible promissory note maturing on July 10, 2018 . The note was interest bearing at a rate of 12 % interest per annum with no interest payments due until maturity and convertible into shares of the Company’s Common Stock at a fixed price of $ 0.35 per share. The holder of the note was issued 100,000 shares of common stock in lieu of set-up fees and interest for the term of the loan which was discounted against note in the amount of $ 25,000 , the market value of the shares issued on the date of the note. The Company evaluated the note for a beneficial conversion feature at the date of issuance noting that there was no BCF related. The note was in default from July 10, 2018 through January 20, 2019 and thus in addition to the above 12%, the Company accrued penalty interest at the rate of 1.5% per month as per the terms of the notes . In exchange for the above note dated May 10, 2018, the holder advanced the Company an additional $ 75,000 and the Company issued a new note on January 21, 2019 in the amount of $ 307,219 which included accrued interest in the amount of $ 32,219 and was due on April 20, 2019 . The new note is interest bearing at a rate of 15 % interest per annum with no interest payments due until maturity and convertible into shares of the Company’s Common Stock at a fixed price of $ 0.05 per share. The note also contained a bonus conversion feature which states that if the holder exercises their option to convert, then the holder will be able to convert 115% of the principal and accrued interest on the date of conversion . The conversion feature expired July 9, 2019 and was not exercised. The Company evaluated the note for a beneficial conversion feature at the date of issuance noting that there was no BCF related. The note is secured by a general pledge on assets. As part of the restructuring completed March 31, 2021, this loan and all accrued interest was transferred to Rainmaker Holland B.V. (see note on Discontinued Operations). As a result, the Company bears no responsibility for financial obligations under this loan. On September 10, 2019, the Company issued two notes each for $ 26,250 totaling $ 52,500 . The notes are repayable on September 9, 2020, bear interest of 10 % per annum and are convertible prior to maturity at $ 0.005 per share. The Company evaluated the notes for a beneficial conversion feature at the date of issuance and recorded a discount in the amount of $ 3,150 . During Q3, the two notes totaling $ 52,500 were converted into 10,500,000 shares in Q4 as per the terms of the notes with no additional gain or loss. On November 5, 2019, the Company entered into a convertible loan agreement. This loan agreement is for the aggregate amount of $ 200,000 . The loan was repayable on November 5, 2020, with interest at a rate of 12 % per annum and was convertible into shares of common stock at $ 0.10 per share prior to maturity. The Company evaluated the note for a beneficial conversion feature at the date of issuance and recorded a discount on the note in the amount of $ 70,000 . During Q2 2020 this note was converted into 2,000,000 common stock of the Company within the terms of the note and therefore no gain/loss. On April 2, 2020, the Company issued two convertible promissory notes of $ 550,000 for a total of $ 1,100,000 . The notes matured on November 24, 2020 , having an interest rate of 3 % per annum and were convertible prior to maturity at $ 0.33 per share. These existing notes and accrued interest were rolled into a Senior Secured Convertible Promissory Note in an agreement signed September 14, 2020 and are now deemed to be cancelled. Prior to the notes being rolled into the Senior Secured Convertible Promissory Note, the Company had received $ 755,000 . As of December 31, 2021, the Company received a further $ 65,000 for a total of $ 820,000 of the original notes. The funds received during 2021 were recognized as Other Income. Subsequent to the 2021 fiscal year end, the Company received a further $ 20,000 which is recognized as Other Income in Q1, 2022. On September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $ 3,105,896.72 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 described above, the funding advanced October 1, 2020 and the principal and interest on the existing note issued August 4, 2020, in the amount of $ 150,000 (see Note 7). Each of the existing notes are deemed to be cancelled. 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. 16 On February 22, 2021, to settle accounts payables due to various entities, the Company issued Convertible Promissory Notes totaling $ 928,000 bearing interest of 6 % per annum with a maturity date of February 22, 2022 , and convertible into shares of Common Stock equal to 70% of the 30-day VWAP preceding the conversion date with a floor price of $ 0.065 . On March 4, 2021, these notes were converted into 14,276,922 Common Shares at $ 0.065 . On February 7, 2022, the Company issued a convertible promissory note in the amount of $ 55,000 bearing interest of 10 % per annum with a maturity date of one year ( February 7, 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 . During the Q3, 2022 period, the investor fully converted this note including accrued interest of $ 2750 into 6,109,361 common shares. The conversions were within the terms of the agreement and no gain or loss were recognized on the conversions. On March 11, 2022, the Company issued a second convertible promissory note in the amount of $ 53,750 bearing interest of 10 % per annum with a maturity date of one year ( March 11, 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. During the Q3, 2022 period, the investor partially converted this note ($ 15,000 ) into 2,542,373 common shares leaving the balance of the note available for conversion of $ 38,750 . The conversions were within the terms of the agreement and no gain or loss were recognized on the conversions. 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. Agreement was signed on June 28 th and ultimately funded on July 6, 2022. This note had an Original Issue Discount of $ 4,250 and as of September 30, 2022, $ 1,095 amortized. 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. This note had an Original Issue Discount of $ 2,500 and as of September 30, 2022, $ 452 amortized. 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. This note had an Original Issue Discount of $ 4,250 and as of September 30, 2022, $ 210 amortized. Note 4: Derivative Liabilities The convertible debt issued February 7, 2022, March 11, 2022 and July 26, 2022 became eligible for conversion on August 6, 2022, September 7, 2022 and July 26, 2022 respectively. The Company engaged a third-party consultant to determine the fair value of the convertible notes. The subsequent evaluation determined that the notes should be accounted for as derivative liabilities upon the date they became convertible due to the variable conversion price included in each note based on Financial Accounting Standards Board (“FASB”) guidance. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective term of the related note. The Monte Carlo simulation model with a risk-free interest rate of ranging from 2.77 % to 3.75 %, volatility ranging from 134.4 % to 179.5 %, trading prices ranging from $ 0.0090 per share to $ 0.0220 per share and a conversion price ranging from $ 0.0062 to $ 0.0109 per share. The total derivative liabilities associated with these notes were $ 57,344 at September 30, 2022 and $ 0 at September 30, 2021. The Company’s debt discount relating to these convertible notes amounted to $ 56,544 at September 30, 2022 and the Company recorded interest expense for the amortization of the discount in the amount of $ 61,053 at September 30, 2022. The Company recorded a change in the value of embedded derivative liabilities expense of $ 8,192 for the three months ended September 30, 2022. 17 Schedule of Derivative liabilities and fair value Derivative liabilities (fair value) Beginning Balance $ - Change due to Issuances 117,597 Change due to Conversions ( 52,061 ) Market-to-market ( 8,192 ) Ending Balance $ 57,344 Note 5: Convertible Notes Payable, Related Parties On April 18, 2019, the Company entered into a convertible loan agreement with an entity that is controlled by an officer of the Company. This loan agreement was for the aggregate amount of $ 351,865 . The loan was repayable on December 31, 2020 , had an interest of rate of 15 % per annum and was convertible into shares of common stock at $ 0.05 per share prior to or after maturity. The Company evaluated the note for a beneficial conversion feature at the date of issuance noting that there was no BCF related. This loan is secured by a general pledge on the assets of the Company. As part of the restructuring completed March 31, 2021, this loan and all accrued interest was transferred to Rainmaker Holland B.V. (see note on Discontinued Operations). As a result, the Company bears no responsibility for financial obligations under this loan. 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 to January 2019. The loans bear interest at 4 %. On October 1, 2020, some notes ($252,000) were amended to reflect a new maturity date of October 1, 2021 , a change in interest rate to 6 % and added a conversion feature leaving $ 60,000 as a note payable under the original conditions . Conversion price to be calculated using the 5-day VWAP preceding the conversion date and not to drop below $ 0.09 . The company evaluated the notes for a beneficial conversion feature at the date of issuance and found a BCF totaling $ 103,600 . During Q1 2021, $ 132,000 of these notes plus accrued interest were converted into 1,673,969 restricted stocks as per the terms of the notes. As part of the restructuring completed March 31, 2021, a further $ 120,000 of these notes and accrued interest was transferred to Rainmaker Holland B.V. (see note on Discontinued Operations). Of the original amount of $ 312,000 , $ 60,000 principal and accrued interest remains. Compensation due to members of the executive management team in the amount of $ 1,261,596 was converted into convertible promissory notes on October 1, 2020, bearing interest of 6 % per annum and are due October 1, 2021 . The conversion price to be calculated using the 5-day VWAP preceding the conversion date and not to drop below $ 0.09 . The company evaluated the notes for beneficial conversion feature at the date of issuance and found a BCF totalling $ 518,656 . During Q1 2021, $ 611,635 of these notes plus accrued interest were converted into 6,933,353 restricted stock as per the terms of the notes. As part of the restructuring completed March 31, 2021, a further $ 649,961 principal and accrued interest was transferred to Rainmaker Holland B.V. (see note on Discontinued Operations). Note 6: Notes Payable, Related Parties The Company recorded interest expense for the amortization of the discount related party convertible notes in the amount of $ 155,138 for 2020 and the remaining amount of $ 467,118 in Q1 2021. Promissory notes amounting to $ 28,796.73 are due and bear interest of 5 % and are payable on demand. As part of the restructuring completed March 31, 2021, $ 11,980 of these notes and all corresponding accrued interest was transferred to Rainmaker Holland B.V. (see note on Discontinued Operations) and on May 13, 2021, $ 3,300 plus accrued interest was repaid leaving the principal balance of these promissory notes at $ 13,516 as of September 30, 2022. 18 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. As of September 30,2022, the Company owes this party $ 10,081 . Note 7: Other Loans Payable On January 25, 2019, the Company entered into a loan agreement for $ 351,865 with an interest rate of 10 % per annum. This loan is secured by a general pledge on the assets of RHBV. On October 9, 2020, $ 175,933 principal was repaid. The remaining principal of $ 175,932 and accrued interest was due February 1, 2021 . It was agreed to extend this due date and as part of the restructuring completed March 31, 2021, this loan and all accrued interest became the full responsibility of Rainmaker Holland B.V. (see note on Discontinued Operations). As a result, the Company bears no responsibility for financial obligations under this loan. On August 4, 2020, the Company entered into a loan agreement for $ 150,000 bearing an interest rate of 10 % per annum. Principal and interest were due and payable on the earlier of the closing of the merger agreement with Sphere 3D (see Note 1) or February 28, 2021. On October 1, 2020, this loan and accrued interest were rolled up into the Senior Secured Convertible Promissory Note described in Note 3 and is now deemed to be cancelled. The City Development Fund (“SOFIE”) in Rotterdam, The Netherlands, is an initiative of the municipality of Rotterdam and is made possible through funds from the European Regional Development Fund. The SOFIE fund was created in the summer of 2013 with the goal of making the Rotterdam City Ports more attractive to new entrepreneurship. The Company was approved on October 26, 2015 for a loan in the amount of $ 1,223,000 ( 1,000,000 (EUR) comprised of loans of EUR 300,000 and EUR 700,000 ) and bears interest at a rate of 6.5 % compounded annually . The EUR 700,000 was payable over 60 months and the EUR 300,000 payable over 18 months. The first drawdown of the note occurred on March 1, 2016 with the entire EUR 1,000,000 subsequently being drawn down. Due to Company cash flow deficiencies, the loan moved to an interest only payable status commencing July 1, 2018 to January 1, 2020. SOFIE has agreed to allow the Company to continue to make interest only payments until January 1, 2021. Both loans now mature January 1, 2025 , and are recorded as long-term portion of $ 799,874 and the short-term portion of $ 233,877 , a total of $ 1,033,751 principal remaining. As part of the restructuring completed March 31, 2021, this loan and all accrued interest became the full responsibility of Rainmaker Holland B.V. (see note on Discontinued Operations). As a result, the Company bears no responsibility for financial obligations under this loan. 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. Note 8: Intellectual Property On December 21, 2015, the Company, through its subsidiary, RWI, agreed to purchase the intangible assets of WWT/DRM, companies incorporated in Netherlands. WWT/DRM developed and exclusively owned all necessary know-how, patents, patent applications and technology allowing for the manufacture and commercial sale of water treatment and processing systems using renewable energy. This know-how and technology, at the time, was collectively known as the Dutch Rainmaker system. The resultant products remain the basis for the Company to deliver WaaS to its customers. The original purchase price in 2015 included stock and future royalty obligations based on sales of equipment. The Company evaluated the Intellectual Property for impairment as of December 31, 2020, and determined a full impairment was necessary. As part of the restructuring completed March 31, 2021, any obligation under the original agreements became the full responsibility of RHBV who, in turn, issued shares in RHBV to satisfy these obligations (see Note 18 on Discontinued Operations). Note 9: Property and Equipment 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 10-year useful life. 19 The Company has created demonstration equipment to allow it to show a working version of its technology and equipment to customers and organizations. The demonstration equipment was completed in September 2017 therefore the Company commenced depreciation in the 4th quarter of 2017. Depreciation for 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. The depreciation period for the Company’s demonstration equipment is 10 years. As part of the restructuring, Demonstration Equipment remains with RHBV and is included in assets of discontinued operations. See Note 18 for full details. Note 10: Common Stock Common Stock As at December 31, 2021, the Company had authorized 200,000,000 common stock with $ 0.001 par value with 144,354,957 shares issued and outstanding. Effective June 29, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the aggregate number of authorized shares to 501,000,000 , of which 500,000,000 shares are to be common stock with a par value of $ 0.001 per share and 1,000,000 shares are to be preferred stock with a par value of $ 0.001 per share. On June 29, 2022, the Company held a Special Meeting of Stockholders that confirmed majority vote was achieved. Each share of the Company’s common stock was entitled to one vote per share. The matter voted upon and the results are set forth below. The Proposal presented: Increase in Authorized Shares and Establishment of Preferred shares. Stockholders approved an increase in the Company’s authorized common stock to 500,000,000 and the establishment of 1,000,000 preferred shares. Schedule of Voting Rights For Against Abstentions Broker Non-Votes 78,263,619 1,051,137 305,787 0 At September 30, 2022, 152,809,508 common stock is issued and outstanding. The following table details the number of common stock issued: Schedule of Common Stock Number of Stock Balance, December 31, 2020 139,580,934 Private placements 2,128,385 Conversion of convertible promissory notes 22,884,244 Shares cancelled ( 20,238,606 ) Balance, December 31, 2021 144,354,957 Balance, June 30, 2022 144,354,957 Conversion of convertible promissory notes 8,651,734 Shares cancelled ( 197,183 ) Balance, September 30, 2022 152,809,508 On February 8 & 9, 2021, the Company issued a total of 8,607,322 restricted shares upon conversion of promissory notes. (See Note 5 for details). On March 4, 2021, the Company issued a total of 14,276,922 restricted shares as settlement of various debts. (See Note 3 for details). 20 On March 31, 2021, as part of the restructuring agreement, 20,238,606 shares were returned to the Company and subsequently cancelled. On September 8, 2021, the Company sold 128,385 shares for total proceeds of $ 3,852 . On August 9, 2022, the Company issued 1,376,147 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details). On August 16, 2022, the Company issued 1,834,862 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details). On September 1, 2022 (effective June 13, 2022), 197,183 shares were rescinded by a shareholder. On September 6, 2022, the Company issued 1,648,352 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details). On September 12, 2022, the Company issued 1,250,000 shares completing the full conversion of a convertible promissory note including accrued interest of $ 2750 . (See Note 3 for details). On September 20, 2022, the Company issued 2,542,373 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details). Note 11: Related Party Transactions Outstanding compensation and expense reimbursements due to consultants engaged by the Company $ 1,143,145 (2021: $ 816,497 ). Refer to other related party payables in Notes 4 and 5. The Company entered into an agreement regarding Royalties Payable in 2020, however, as part of the restructuring completed March 31, 2021 , the Company no longer bears any responsibility for financial obligations under this agreement. See further discussion in Note 18. The Company has prepaid expenses to related parties in the amount of $ 80,000 , paid to RHBV, for the purchase of one AW-GO25 machine. 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 $ 5000 was issued to RHBV on July 7, 2022. 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 located 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 September 30, 2022 (2021: $ 4,423,910 ). The Company, since its last report, has not been contacted by the Plaintiff. 21 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. Schedule of Inventory Quarter ended September 30, Year ended December 31, 2022 2021 Finished Goods $ 255,000 $ 175,000 Components - - Total Inventory $ 255,000 $ 175,000 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 consolidated balance sheet. The lease expense for the period ended September 30, 2022 is nil (2021: $ 12,428 ). Note 15: Stock Option Plan The Company’s 2017 Equity Incentive Plan (the “Option Plan”) was established to attract, retain, incentivize and motivate officers and employees of, consultants to, and non-employee directors providing services to the Company and its subsidiaries and affiliates and to promote the success of the Company by providing such participating individuals with a proprietary interest in the performance of the Company. Effective July 3, 2017, at the time of completion of the Merger, the Board adopted the Option Plan under which up to twenty percent of the outstanding shares of common stock of the Company (“Shares”) may be reserved for the issuance of options to purchase Shares (“Options”). The previous Option Plan was administered by the Board, which has all of the powers necessary to enable it to carry out its duties under any Option Plan, including the power and duty to construe and interpret any Option Plan and to determine all questions arising under it. Under the Option Plan, “Eligible Individuals” includes officers, employees, consultants, advisors and non-employee directors providing services to the Company and its subsidiaries and affiliates. In the future, the Board will determine which Eligible Individuals will receive grants of options. Commencing July 3, 2017, in fulfilment of conditions contained in the share exchange agreement and other contracts, the Board authorized the grant of the following Options: ● 3,996,000 Options to four individuals who are officers and/or directors as compensation for the termination of certain RWI stock option rights; these options are fully vested, expire on July 2, 2022 and are exercisable at a price of $ 0.15 per Share; ● 8,625,000 Options to seven individuals who are officers and/or directors or contractual service providers; one third of these Options vested on July 3, 2017 while the balance vest monthly over a period of 24 months; they have a term of 5 years and are exercisable at a price of $ 0.15 per Share; ● 500,000 Options to a director; 100,000 of these Options vested on July 3, 2017 while the balance vest monthly over a period of 24 months; they have a term of 5 years and are exercisable at a price of $ 0.25 per Share; 22 ● 1,300,000 Options to an officer; 150,000 of these options vested on October 10, 2017; 283,334 vested on January 13, 2018 and the balance vest monthly over a period of 24 months thereafter; they have a term of 5 years and are exercisable at a price of $ 0.25 per Share. ● 200,000 Options to a contractual service provider; one third of these options vested on July 4, 2017; the balance vest monthly over a period of 24 months thereafter; they have a term of 5 years and are exercisable at a price of $ 0.15 per Share. ● 100,000 Options to a contractual service provider; one third of these options vested on July 4, 2017; the balance vest monthly over a period of 24 months thereafter; they have a term of 5 years and are exercisable at a price of $ 0.15 per Share. ● 1,000,000 Options to a contractual service provider; one third of these options vested on July 4, 2017; the balance vest monthly over a period of 24 months thereafter; they have a term of 5 years and are exercisable at a price of $ 0.25 per Share. ● 1,250,000 Options to a contractual service provider; 250,000 exercisable at $ 0.15 per Share (the “Initial Grant”) and 1,000,000 exercisable at $ 0.25 per Share (the “Second Grant”) both have a term of 5 years. One half of the Initial Grant ( 125,000 ) vested on January 15, 2018; the remaining ( 125,000 ) of the Initial Grant vest and are exercisable monthly, pro-rata over the 18-month period ( 6,945 per month) commencing January 15, 2018. One third of the Second Grant ( 333,333 ) vested and are exercisable on January 15, 2018; the remaining 666,667 from the Second Grant vest and are exercisable monthly, pro-rata over the 24-month period commencing January 15, 2018. ● 625,000 Options to the five members of the Company’s Strategic Advisory Board; vesting monthly commencing July 3, 2017 over a period of 24 months, have a 5 year term and are exercisable at a price of $ 0.40 per Share. ● 1,000,000 Options to a contractual service provider; 333,333 of these options vested on February 15, 2018; the balance vest monthly over a period of 24 months thereafter; they have a term of 5 years and are exercisable at a price of $ 0.25 per Share. ● On February 15, 2018, the Board authorized the grant of 500,000 options to a newly appointed Director of the Board; 100,000 vested on February 15, 2018 with the remainder vesting monthly over a period of 24 months with a term of 5 years and exercisable at a price of $ 0.25 per Share. ● On April 15, 2018, the Board authorized the grant of 500,000 options to a newly appointed Director of the Board; 100,000 vested on April 15, 2018 with the remainder vesting monthly over a period of 24 months with a term of 5 years and exercisable at a price of $ 0.25 per Share. ● Effective September 30, 2019, the Board of Directors approved the immediate vesting of all remaining options resulting in the immediate recognition of the of the remaining option expense. ● In January 2020, all holders of options agreed to waive their right to exercise the above options. ● On January 22, 2020, the Company entered into a three -year consulting agreement with a third party for consulting and business development services. The contract includes 75,000,000 warrants as follows: ○ 25,000,000 exercisable at $ 0.20 per warrant, effective January 22, 2020 ○ 25,000,000 exercisable at $ 0.30 per warrant, effective January 22, 2021 ○ 25,000,000 exercisable at $ 0.40 per warrant, effective January 22, 2022 23 On December 22, 2020, the Company terminated this agreement thereby cancelling the 2 nd and 3 rd warrant blocks. The first tranche of 25,000,000 remain in effect under the same conditions and expiring January 21, 2023 . ● On January 21, 2020, the Company entered into a three -year consulting agreement with a company controlled by its new CEO. The contract included 3,600,000 warrants with an exercise price of $ 0.20 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 $ 0.10 . As well, the Company granted an additional 500,000 warrants which vested immediately at an exercise price is $ 0.10 . All expire December 31, 2025 . ● On October 1, 2020, the Company entered into a consulting agreement with an Advisor which granted warrants in full compensation for services. It included 13,500,000 warrants at an exercise price of $ 0.30 expiring October 1, 2023 and of 15,000,000 warrants at an exercise price of $ 0.15 expiring October 1, 2025 . ● On April 1, 2021, the Company granted 4,100,000 options as part of an amendment to an Executive Consultant’s contract; 125,000 options vest per month commencing April 1, 2021 with a term of 5 years and exercisable at a price of $ 0.10 per Share. ● On December 20, 2021, the Company granted 1,000,000 options as compensation for two new Board Members. 100,000 options vested immediately for each of the two board members and the remaining options vest over maximum of two years , with a term of 5 years and exercisable at $ 0.10 per Share or with a 20 % discount to market based on a 30-day VWAP if it falls below $ 0.10 , not to go below $ 0.07 per share. ● Effective July 1, 2022, the Company granted 1,500,000 options as compensation to the newly filled position, VP Sales and 2,500,000 to the newly filled position, Executive VP Finance. 640,000 and 500,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and exercisable at $ 0.10 per Share. ● For the period ended December 31, 2021, the Company recorded a stock option expense of $ 62,249 . 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 quarter ended September 30, 2022, the Company recorded stock option expense of $ 113,771 . Schedule of Warrants and Options Warrants and Options Vested Granted Vested Non-Vested Dec 31, 2021 To Sept 30, 2022 To Sept 30, 2022 To Sept 30, 2022 59,008,334 66,700,000 62,471,667 4,228,333 ● The assumptions used in the Company’s Black Scholes option pricing is as follows: Schedule of Share-based Payment Award Stock Options Valuation Assumptions Stock Price $ 0.0172 -$ 0.271 Exercise Price $ 0.10 -$ 0.30 Number of Options Granted 66,700,000 Dividend Yield 0 % Expected Volatility 115 - 363 % Weighted Average Risk-Free Interest Rate .06 - 2.88 % Term (in years) 2.75 - 5 24 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, 2021, 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 September 30, 2022, the Company had federal net operating loss carry-forwards, which are available to offset future taxable income, of $ 5,546,650 . 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. Schedule of Effective Income Tax Rate Reconciliation Quarter ended September 30, Year ended December 31, 2022 2021 Net Loss ( 939,581 ) ( 2,725,464 ) Add back: Stock Compensation 101,756 62,249 Amortization of Debt Discount 62,810 467,118 Taxable Income ( 775,015 ) ( 2,196,097 ) Tax Rate 21 % 21 % Deferred Tax Asset: Net Operating (Gain) Loss 162,753 461,180 Valuation Allowance ( 162,753 ) ( 461,180 ) Net Deferred Asset - - Note 17: Investments None. Note 18: Discontinued Operations On March 30, 2021, the Company, including Rainmaker-Ontario, came to an agreement with Rainmaker Holland B.V. (“RHBV”), Dutch Rainmaker B.V. and Wind en Water Technologie Holding B.V. These companies were considered related parties on that date due to stock ownership of more than 10%. The parties agreed to an exchange of contractual obligations, debt owed, an exchange of shares in full settlement of all obligations among the parties. The resultant Financial Statements, in accordance with ASC 205-20-45-1E, reflect the impact of these exchanges to the Company. These initiatives were taken subsequent to the mutual decision among the parties to cancel the Sphere 3D Asset Purchase Agreement (see Note 1, “Merger with Sphere 3D”). After the termination of that agreement, the Company and RHBV decided to restructure to optimize and broaden access to capital markets. The Company and RHBV, as mutual shareholders in each other’s company, continue to pursue the mission and objective of providing low-cost water to communities and commercial entities in need of water solutions. Schedule of Disposition of Discontinued Operations Change to APIC for Disposition of Discontinued Operations Notes Payable moved to RHBV $ 1,457,993 Accrued Interest on Notes Payable 242,094 Royalties Payable moved to RHBV 1,977,566 Elimination of Intercompany Loans ( 719,156 ) Return Common Shares for Cancellation ( 20,238,606 ) 1,477,418 Accumulated Losses of Discontinued Operations 3,278,249 Total change to APIC for Disposition of Discontinued Operations $ 7,714,164 Note 19: Subsequent Events On October 5, 2022, the Company entered into a Memorandum of Understanding (the “MOU”) with Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. (“Miranda”) to formalize the mutual intention to integrate the two firms at both strategic and operating levels. This is a non-binding agreement allowing for standard due diligence to take place before the creation of, and, agreement to definitive agreements. There can be no assurance that the parties will reach a definitive agreement. On October 6, 2022, the convertible promissory note dated March 11, 2022 in the amount of $ 53,750 was partially converted. This second partial conversion was in the amount of $ 15,000 principal and was converted into 3,000,000 shares leaving $ 23,750 principal remaining. On October 24, 2022, the convertible promissory note dated March 11, 2022 in the amount of $ 53,750 was partially converted and is now fully converted. This last partial conversion was in the amount of $ 23,750 principal plus $ 2,687.50 accrued interest and was converted into 4,988,208 . On October 25, 2022, the Company issued a second 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 maturity. 25 Item 2. 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-Q 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-Q. 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. Overview Rainmaker Worldwide Inc. (“RAKR”, the “Company”, “we”, “us” or “our”) is a Nevada corporation originally formed on February 27, 1998. The corporation became RAKR on July 3, 2017 in a reverse merger. We are currently developing Water-as-a-Service (“WaaS”) projects in various locations around the globe. We are implementing these projects using proprietary technology of our former subsidiary based in the Netherlands, Rainmaker Holland B.V. (“RHBV”). The Company retains a 12% ownership stake in RHBV. RAKR retains access to the technology based on a cost-plus formula, which was negotiated in an exclusive WaaS Distribution Agreement with RHBV. Rainmaker Worldwide Inc. (Ontario) (“RWI”), an Ontario Corporation, was formed in Peterborough, Ontario, Canada on July 21, 2014, under the Ontario Business Corporations Act to finance and commercialize patented technology and to consolidate the assets, intellectual property, and executive management expertise of Dutch Rainmaker B.V. (“DRM”). RWI is a wholly owned subsidiary of the Company. DRM was originally started by Piet Oosterling as a technology company focused on delivering decentralized water solutions to water scarce regions in the world. In his lifetime, Mr. Oosterling wrote and commercialized over 400 patents. His wealth of knowledge and expertise continues to inspire and guide the Company’s executive management team and policy, our distribution partners, and RHBV. On July 3, 2017, RWI shareholders completed a share exchange with the Company (the “Merger”) pursuant to a share exchange agreement dated June 28, 2017 (the “Share Exchange Agreement”) among the Company, RWI and RWI’s 45 shareholders at the time. Upon completion of the Merger, and in accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired an aggregate of 9,029,562 common shares of stock in the capital of RWI from the RWI Shareholders (being all the issued and outstanding shares of RWI) in exchange for an aggregate of 66,818,759 restricted shares of the Company’s common stock, or 7.4 shares for each share of RWI. Therefore, RWI became a wholly owned subsidiary of the Company effective July 3, 2017. The Company’s former name, Gold and Silver Mining of Nevada, Inc. (“CJT”) was changed on April 24, 2017, in expectation of and conditional upon completion of the Merger. The Merger was accounted for as a reverse acquisition with RWI considered the accounting acquirer since the former RWI shareholders remained in control of the combined entity after the consummation of the transaction. As part of the Merger, net liabilities of $235,495 were recognized on the Company’s balance sheet. 26 On July 15, 2020, Sphere 3D Corp. (NASDAQ: ANY) announced that it entered into a definitive merger agreement pursuant to which it would have acquired all the outstanding securities of Rainmaker Worldwide Inc. Upon closing, Sphere 3D’s name would have changed to Rainmaker Worldwide Inc., and its business model would focus on WaaS. Rainmaker management would have assumed operational leadership of the combined entity. The transaction was subject to completion of an equity financing, or series of financings, for a minimum of US$15 million at a share price to be mutually agreed prior to closing and such other customary regulatory and shareholder approvals, including the approval of NASDAQ. Closing was originally expected to occur prior to December 31, 2020, but was subject to extension to February 28, 2021, under certain circumstances if mutually agreed by the parties. As part of this process, Sphere 3D agreed to advance US$1.85 million to Rainmaker by way of a secured convertible note for Rainmaker to sustain multiple growth initiatives. The funds were used to fulfil recent contracts and expand its equipment production capacity. This note remains payable and is presented in RAKR’s financial statements. Due to various transactional and regulatory complications the agreement was ultimately terminated on February 12, 2021 and was subsequently announced publicly. As a result of the incomplete Sphere 3D transaction, on March 31, 2021, the Company, including RWI, entered a business agreement with RHBV, DRM and Wind en Water Technologie Holding B.V. (“WWT”). These companies were considered related parties on that date by virtue of stock ownership exceeding 10%. The parties agreed to an exchange of contractual obligations, debt owed, and shares of common stock in full settlement of all obligations among the parties. The resultant Financial Statements, in accordance with ASC 205-20-45-1E, reflect the impact of these exchanges to the Company. The Company and RHBV decided to restructure in order to optimize business operations and broaden access to the capital markets. The Company and RHBV, as mutual shareholders in each other’s company, continue to pursue the mission and objective of providing low-cost water to communities and commercial entities in need of water solutions. The Company operates out of its head office based in Peterborough, Ontario, Canada. In support of its WaaS project implementation strategy, the Company will utilize two main types of energy-efficient, fresh water-producing/purification technologies: (1) Air-to-Water (“AW”), which harvests fresh water from humidity and heat in the atmosphere, and (2) Water-to-Water (“WW”), which transforms seawater or polluted water into drinking water. The technologies can be wind driven, solar based, or can use conventional power sources, such as grid or generator. It is deployable anywhere and leaves no carbon trace if renewable resources are deployed. The Company’s current and ongoing focus is to deliver WaaS, i.e., selling water directly to the customer on a per liter basis, using the two Rainmaker technologies discussed above or other complementary technologies acquired or licensed by the Company. This focus shall be administered by forming local joint venture partnerships (“JV”) where demand exists with profitable pricing scenarios. The JVs will in turn own the water delivery system and related equipment. In most if not all cases, RAKR expects to have ownership stakes in JVs. Ownership percentages will typically be determined by the relative contribution of the stakeholders. The Company has concurrently planned various WaaS projects in Turks and Caicos and other Caribbean countries. Moreover, although there can be no assurance, our business development activities are expected to yield more commercial contracts in 2022. The implementation dates have continuously shifted due to logistical and supply chain issues related to Covid-19. Principally, WaaS involves the selling of produced (AW) or purified water (WW) on a per liter basis either in a bottle for drinking or in bulk for industrial and commercial services. This commercial activity requires the Company to deliver operational, maintenance, marketing and sales expertise in combination with local partners in most dealings. Usually, projects often require working with complementary technology for post treatment of water and mineralization in tandem with bottling plants and renewable energy businesses. Additional commercial activities include but are not limited to the integration of the foregoing technologies and post implementation operation and maintenance-based functions. 27 In the Caribbean, locations have been identified and operating plans defined. We have an AW machine being tested in the Netherlands and expect delivery by Q4 2022. Specifically, locations have been identified and operating plans defined for Turks and Caicos. The Company has generated limited revenue up until the present time, and its operations for the past four years have been typically focused on business development, market research, technology research and development activities. The Company, on a consolidated basis, had total assets of $344,341, as of December 31, 2021. As of September 30, 2022, net assets were $378,990, reflecting the impact of restructuring on March 30, 2021 in connection with the previously held RHBV. The ultimate effect of the restructuring eliminated $2,958,497 in debt, which we believe will aid us in facilitating the future expected financing needs of the Company. Furthermore, 20,238,606 shares of common stock were returned to the corporate treasury in exchange for the cancelation of royalty agreements and all obligations therein. At present, the Company executes consulting agreements with experienced executive personnel and senior advisors. Sales are heavily driven by independent distributors and project developers. The Company had no revenue for the quarter ended September 30, 2022 and no revenue the year ended December 31, 2021 and had net losses of $975,633 and $2,162,913 for the quarters ended September 30, 2022 and 2021, respectively. The losses incurred to September 30, 2022, consist of general and administrative expenses (69%) and interest expense net of other income (31%). 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 2021 stated that there was substantial doubt about the Company’s ability to continue as a going concern. Impact of COVID-19 On March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic. As a global corporation the economic effects within the Company’s environment have been substantial. In global markets, disruptions in supply chains and increases in related costs have had a real impact on our ability to deliver WaaS projects. Measures being introduced at various levels of government to curtail the spread of the virus (such as travel restrictions, closures of non-essential municipal and private operations, imposition of quarantines and social distancing) have had a material impact on the Company’s operations. 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 WaaS 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 airborne humidity by using advanced heating and cooling technologies Water-to-Water (WW) – Transforms contaminated water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable process called Multi-Effect Membrane Distillation. 28 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 where the water is consumed and using up to 50% less power than those same competitors. The compact and scalable systems for AW and WW enable decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport. AW and WW are both cost-effective technology solutions and can be powered by solar, wind, or grid electricity, or a combination of power sources. They can produce roughly 5,000 to 150,000 liters of water per unit, per day, depending on the local conditions and the type of unit deployed. Cost Information With the core focus on WaaS delivered on a per liter basis, the relevant Cost Information is the cost per liter of alternative suppliers. 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 through our distributed WaaS model and distribution agreement with RHBV, bottling, operating and maintenance, distribution and other costs allows us to compete profitably to generate corporate value beneficial to our shareholders. The market for distilled water supported in part by WW-based technology, which is essential to more specialized industrial or commercial activities, is expected to increase margins significantly. 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. WaaS Recurring Revenue Model The RAKR business model begins with the identification of a trusted local partner. The next step is to enter into JV structures, which maximize value to all stakeholder-parties. The Rainmaker delivery systems are to be installed by entering into contracts with local third-party experts that are typically Heating, Ventilation and Air Conditioning (“HVAC”) experts. The RAKR model charges a market determined price per liter of bottled water or similarly treated water. Revenue sources include bottled water, bulk water, and industrial water. A representative project in the Caribbean currently under development is expected to generate $110,000 dollars in revenue per month once seven allocated machines are operational. The capital expenses for the project are roughly $650,000 and the payback is less than one year. This representative project reflects the project profile that we will be seeking in the future. We believe the value we will offer through our WaaS projects is based on the following factors: (1) There are no upfront costs to the customer. (2) Capital costs are borne through the JVs and other partnerships. Only end-consumers of the water pay on a per liter basis. (3) The combination of (1) and (2) above make it economically viable to deploy in communities that do not have the resources or network infrastructure to independently finance projects that require high amounts of financial capital. 29 Potential Improvements Potential improvements and related applications that we are pursuing or plan to pursue include the following: (1) Seek more strategic and technology-based partnerships with complementary technology and business development companies to expand our global reach and service offering. (2) Work with RHBV to identify relevant technological advances based on lessons learned from previously implemented projects to reduce total costs and enhance net profits. Market Opportunity In the past ten 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 $650 billion and is expected to expand to $1 trillion by 2025. (Source: RobecoSAM Study (2015, June). 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. Current Projects Representative existing projects reside within the Caribbean, Central America, Turks and Caicos and Europe. Suppliers As stated previously, our principal supplier for the core technologies to be deployed is RHBV. RHBV in turn has built a global supply chain for its components. Should RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple technologies of different sizes and types. Supplemental technology (i.e., bottling, pre-post wastewater treatment, mineralization solutions, and renewable energy) – suppliers are global, abundant, and highly competitive so as to ensure the lowest cost per liter for any given WaaS project planned implemented by the Company. 30 Competition The Rainmaker WaaS-focused 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 WaaS in underserved countries and particular communities within countries. One example is First Nations in Canada where there is an ongoing and desperate shortage of safe drinkable and general-purpose water. Intellectual Property We have indirect access to considerable intellectual property assets as a consequence of our partial ownership of and various partnerships with RHBV. We believe that this allows us to maintain an edge in the competitive process from a technology and economic cost perspective. Results of Operations for the Three Months ended September 30, 2022 and 2021 Revenue Revenue was $0 and $0 for the three months ended September 30, 2022, and September 30, 2021. 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 nine months ended September 30, 2022 and September 30, 2021 were as follows: Nine Months Ended September 30, Increase (Decrease) 2022 2021 $ % General and administrative expense $ 646,518 $ 1,147,679 $ (499,404 ) (43.7 )% Stock-based compensation expense included in general and administrative expense $ 101,756 $ 39,576 $ 62,180 157.1 % General and administrative expenses, including stock-based compensation, for the nine months ended September 30, 2022, decreased approximately $501,161, or 43.7%, compared to the same period in 2021. This decrease primarily relates to (1) a decrease of $559,365 in consulting fees, (2) marketing, advertising and promotion expense decreased by approximately $64,031, (3) general and administrative expenses increased approximately $67,247, (4) stock option expense increased by approximately $62,179 and (5) rent expense decreased by $12,385 due to the reduction in our commitment of our office lease and finally, (6) travel expense has increased by $5,195 due to lifting of Covid-19 restrictions. Excluding stock-based compensation, general and administrative expenses decreased $563,341. 31 Liquidity and Capital Resources Management’s Plans Similar to other development stage companies, our products have yet to generate significant revenue. As a result, we have historically suffered recurring losses and we do not have required cash resources to fully execute our business plans. However, we have approximately $255,000 in inventory we believe can be converted into revenue once logistics bottlenecks are opened up that may provide sufficient interim cash resources until such time as we may arrange a larger financing. Furthermore, once this inventory is delivered to the ultimate destination it should start to generate recurring revenue. Historically, the Company’s major sources of cash have comprised proceeds from various private offerings of its securities (including common stock) and debt financings. From 2015 through to the date of this filing, the Company raised approximately $7.96 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 commercial 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 September 30, 2022 and September 30, 2021, the Company had an accumulated deficit of approximately $72 million and $70.4 million, respectively, and stockholders’ equity of approximately $(9.5) million and $(8.3) million, respectively. As of September 30, 2022, the Company had approximately $11 thousand 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 September 30, 2022, 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 material impact in 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 to our consolidated financial statements for a discussion of our significant accounting policies. Recently Issued Accounting Standards Not Yet Effective or Adopted Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying condensed consolidated financial statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. 32 Item 4. 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, 2021, 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 September 30, 2022, 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 September 30, 2022 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 September 30, 2022, 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 September 30, 2022, 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 September 30, 2022, we did not establish a formal written policy for the approval, identification, and authorization of related party transactions. 3. During the 2021 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 the 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 September 30, 2022, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO. 33 Changes in Internal Control over Financial Reporting During the quarter ended September 30, 2022, 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 EVP 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. PART II — OTHER INFORMATION Item 1. Legal Proceedings The Company is not currently in any legal proceedings. Item 1A. Risk Factors Investing in our common stock involves risks. Each of these risks as well as other 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. There has been no change since filing the 2022 first quarter 10-Q. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On August 9, 2022, a convertible promissory note dated February 7, 2022 in the amount of $55,000 was partially converted. $15,000 principal was converted into 1,376,147 shares. On August 16, 2022, the Company issued shares upon a partial conversion of the February 7, 2022 convertible promissory note. $20,000 principal was converted into 1,834,862 shares. On September 6, 2022, the Company issued shares upon a partial conversion of the February 7, 2022 convertible promissory note. $15,000 principal was converted into 1,648,352 shares. On September 12, 2022, the Company issued shares completing the full conversion of the February 7, 2022 convertible promissory note including accrued interest. $5,000 principal plus accrued interest of $2750 was converted into 1,250,000 shares. On September 20, 2022, a convertible promissory note dated March 11, 2022 in the amount of $53,750 was partially converted. $15,000 principal was converted into 2,542,373 shares. On October 6, 2022, the Company issued shares upon a partial conversion of the March 11, 2022 convertible promissory note. $15,000 principal was converted into 3,000,000 shares leaving a principal balance of $23,750. On October 24, 2022, the Company issued shares upon a partial conversion of the March 11, 2022 convertible promissory note. This final partial conversion was in the amount of $23,750 principal plus $2,687.50 accrued interest and was converted into 4,988,208 shares. This note is now fully converted. Item 3. Defaults Upon Senior Securities None 34 Item 4. Mine Safety Disclosures Not applicable to smaller companies. Item 5. Other Information None Item 6. Exhibits Exhibit No. Description 10.1 Issuance of Convertible Promissory Note 31.1* Certification of Principal Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 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) * Filed herewith. 35 SIGNATURES Pursuant to the requirements 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: November 14, 2022 By: /s/ Michael O’Connor Michael O’Connor President, Chief Executive Officer and Interim Chief Financial Officer 36