What changed in this filing

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Item 1. Business

2023-04-19 compared with 2022-03-31 · 95 added, 117 removed, 154 unchanged (58% of the section changed)

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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.

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.

Worldwide Inc.

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His wealth of knowledge and expertise

continues to inspire and guide the Company’s executive management team and policy, our distribution partners, and RHBV.

continues to inspire and guide the Company’s executive management team and policy.

July 3, 2017, RWI shareholders completed a share exchange with the Company (the “Merger”) pursuant to a share exchange agreement

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the mission and objective of providing low-cost water to communities and commercial entities in need of water solutions.

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:

retains a 12% ownership stake in RHBV.

RAKR retains access to the technology based on a cost-plus formula.

Company will utilize two main types of energy-efficient, fresh water-producing/purification technologies:

(1) Air-to-Water (“AW”),

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It is deployable anywhere and leaves no carbon trace if renewable resources are deployed.

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

Ownership percentages will typically be determined by the relative contribution of the stakeholders.

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.

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.

the Caribbean, locations have been identified and operating plans defined.

We have an AW machine being tested in the Netherlands and

expect delivery by Q3 2022.

Specifically, locations have been identified and operating plans defined for Turks and Caicos.

Company has generated limited revenue up until the present time, and its operations for the past three years have been typically focused

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.

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in connection with the previously held RHBV.

The ultimate effect of the restructuring has eliminated $2,958,497 in debt, which we believe

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.

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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 years ending December 31, 2021 and 2020 and had

net losses of $2,725,465 and $22,645,796 for the years ended December 31, 2021 and 2020, respectively.

A large proportion of the 2021

losses relate to uncustomary expenses associated with the restructuring ($467,118 amortization of debt discount and non-recurring consultancy

expenses of $587,500 as well as losses from equity investments ($112,000) and write-down of inventory ($219,701)).

The losses associated

with discontinued operations ($333,733) are not expected to reoccur in future years.

The total of these expense categories is $1,720,052

or 63.1% of the net loss.

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.

Sales are heavily

driven by independent distributors and project developers.

The Company had no revenue for the years ending December 31, 2022 and

2021 and had net losses of $1,837,611 and $2,725,464 for the years ended December 31, 2022 and 2021, respectively.

proportion of the 2021 losses relate to uncustomary expenses associated with the restructuring ($467,118 amortization of debt

discount and non-recurring consultancy expenses of $587,500 as well as losses from equity investments ($112,000) and write-down of

inventory ($219,701)).

The losses associated with discontinued operations ($333,733) are not expected to reoccur in future years.

The total of these expense categories is $1,720,052 or 63.1% of the net loss.

The losses in 2022 have been reduced by 33% compared

The 2022 losses are driven by operating expenses, the first important component being the cost associated with maintaining

the Company’s listing and current filing status with the SEC.

The second component is consulting expenses including stock option expenses which incorporate derivative liabilities for warrants, the majority of

which remains on the balance sheet as related party payables.

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.

Due to a lack of sales, a

review of the inventory required that it be fully impaired at December 31, 2023 which amounted to $335,000 of the 2022 losses.

Company still plans to sell the inventory and if successful will report according to US GAAP.

The Company’s auditor’s

report for 2022 stated that there was substantial doubt about the Company’s ability to continue as a going concern.

March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic.

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.

The extent of the impact of this outbreak and related containment measures on the Company’s operations cannot be reliably estimated

at this time but at the same time the impact has been significant since the declaration of the pandemic two years ago.

For the Company,

it is particularly disruptive because of limitations on our business development and engineering experts to travel and implement projects.

As global operations open, we expect that we will begin to track according to the original business plan.

a global corporation the economic effects within the Company’s environment were substantial and there are still lingering economic

impacts globally.

In global markets, disruptions in supply chains and increases in related costs have had a real impact on our ability

to deliver 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) had a material impact on

the Company’s operations.

The extent of the impact of this outbreak and related containment measures on the Company’s operations

cannot be reliably estimated at this time but at the same time the impact has been significant since the declaration of the pandemic

three years ago.

For the Company, it was particularly disruptive because of limitations on our business development and engineering experts

to travel and implement projects.

As global operations have recently become more open, we have begun reopening our connections with distributors

to deliver products to market.

the world, fresh water is unevenly distributed.

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Fundamentally,

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

the Company’s solutions are based on deploying technology with the following attributes to ensure low-cost delivery and Company

profitability:

& Cost-effective

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5,000 to 150,000 liters of water per unit, per day, depending on the local conditions and the type of unit deployed.

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.

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.

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.

Company’s fully amortized cost of water per liter including, bottling, operating and maintenance, distribution and other costs

allows us to compete profitably to generate corporate value beneficial to our shareholders.

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.

RAKR business model typically begins with the identification of a trusted local partner.

When applicable, 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.

addition, over the course of the past year, we have been developing partnerships with highly experienced developers of complementary

That gives RAKR the ability to have a more comprehensive product set when proposing solutions to communities, developers

and commercial entities.

The most significant agreement to date is with Miranda Environmental and Water Treatment Technologies, Energy,

Natural Resources, Engineering, Consulting, Construction and Commerce Inc.

July 28, 2022, the Company signed a Joint Development Agreement (“JDA”) with Miranda whose primary manufacturing operations

reside in Ankara, Turkey.

This JDA allows for reciprocal distribution rights for all of RAKR and Miranda’s combined technologies

and fosters a long-term technological integration strategy between the two companies.

They have been delivering systems for more than

ten years across 40 countries globally.

As a result, their global experience in invaluable to Rainmaker and Rainmaker shareholders.

October 5, 2022, the Company entered into a Memorandum of Understanding (the “MOU”) with Miranda to formalize the mutual

intention to integrate the two firms at both strategic and operating levels.

This was a non-binding agreement allowing for standard

due diligence to take place before the creation of definitive agreements.

The MOU was renewed on March 21, 2023 and will remain in

force until May 30, 2023.

There can be no assurance that the parties will reach a definitive agreement.

global nature of our approach means that regulatory conditions vary by jurisdiction.

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to World Health Organization standards for clean water using the technologies that are authorized in a particular sovereign jurisdiction.

Recurring Revenue Model

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.

Rainmaker delivery systems are to be installed by entering contracts with local third-party experts that are typically Heating, Ventilation

and Air Conditioning (“HVAC”) experts.

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.

believe the value we will offer through our WaaS projects is based on the following factors:

are no upfront costs to the customer.

costs are borne through the JVs and other partnerships.

Only end-consumers of the water pay on a per liter basis.

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.

improvements and related applications that we are pursuing or plan to pursue include the following:

more strategic and technology-based partnerships with complementary technology and business development companies to expand our global

reach and service offering.

with RHBV to identify relevant technological advances based on lessons learned from previously implemented projects to reduce total

costs and enhance net profits.

improvements and related applications that we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships

with complementary technology and business development companies to expand our global reach and service offering.

the past ten years, there has been a growing awareness of the shortage of fresh water—and the associated economic and social effects

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of that global level of demand.

Representative

existing projects reside within the Caribbean and specifically Turks and Caicos.

stated previously, our principal supplier for the core technologies to be deployed is RHBV.

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of different sizes and types.

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.

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.

In 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.

also have suppliers of complementary technology that we expect to be delivering in 2023 to diversify the Rainmaker business model.

Complementary

and 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.

See Business Model in Item 7.

Rainmaker business model that will deliver potable water at the source of demand is uniquely positioned to address alternative competitive

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.

In virtue of our current affiliations, we believe we have a cost per liter competitive

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.

Subsidies and Incentives

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we will pursue them in due course.

time, RAKR will seek subsidies and incentives through its deployment of WaaS in underserved countries and particular communities within

time, RAKR will seek subsidies and incentives through its deployment of technology 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

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Executive and Consulting Resources

direct Executives of RAKR are represented by Michael O’Connor, Director, Executive Chairman and CEO and Kelly White, VP of Finance.

direct Executives of RAKR are represented by Michael O’Connor, Director, Executive Chairman and CEO and Kelly White, EVP of Finance.

These resources are sourced through consulting agreements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business