What changed in this filing

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Item 1A. Risk Factors

2023-04-19 compared with 2022-03-31 · 72 added, 70 removed, 141 unchanged (50% of the section changed)

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

Company has only recently commercialized its business to deploy its WaaS service model using AW and WW technologies.

Consequently, the

Company has limited operating history and an unproven marketing and sales strategy.

Company has recently commercialized its business to deploy its technologies using AW and WW and partner products and services.

Consequently,

the Company has limited operating history and an unproven marketing and sales strategy.

Our primary activities to date, prior to restructuring

in Q1 2021, have been the research and development of intellectual property and technology assets and identifying prospective global

clients that management believes would operationalize our WaaS delivery model.

As such, we may not be able to achieve positive cash flows

and our lack of operating history makes evaluation of our future business and investment prospects difficult.

Moreover, the Company has

generated only limited revenues to date.

The Company’s success is dependent upon the successful development and implementation

of suitable water projects and establishing its water production technology capabilities in a variety of complex environmental crises

Any future success that we might achieve will depend upon various factors, including factors beyond our control that cannot

be predicted at this time.

clients that management believes would operationalize our technologies.

As such, we may not be able to achieve positive cash flows and

our lack of operating history makes evaluation of our future business and investment prospects difficult.

The Company’s success

is dependent upon the successful development and implementation of suitable water projects and establishing its water production technology

capabilities in a variety of complex environmental crises worldwide.

Any future success that we might achieve will depend upon various

factors, including factors beyond our control that cannot be predicted at this time.

These factors may include but are not limited to:

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

of the Company’s current business focus, lack of operating history, the introduction of its new WaaS approach using technology

with limited deployments, and early-stage marketing strategy, its ability to accurately forecast revenues is difficult.

Future variables

to the WaaS strategy are related to the market for water itself;

the price of water in international markets;

and the creation and maintenance

of a significant and reliable customer base.

To the extent we are unsuccessful in establishing our business strategy and generating revenues

from our WaaS projects, we may be unable to appropriately adjust spending in a timely manner to compensate for any unexpected revenue

shortfall or will have to reduce our operating expenses, causing us to forego potential revenue-generating activities, either of which

could have a material adverse effect in our business, results of operations, and overall financial condition.

of the Company’s current business focus, lack of operating history, early-stage marketing strategy, its ability to accurately forecast

revenues is difficult.

Future variables to the Company’s strategy are related to the market for water itself;

the price of water

in international markets;

and the creation and maintenance of a significant and reliable customer base.

To the extent we are unsuccessful

in establishing our business strategy and generating revenues, we may be unable to appropriately adjust spending in a timely manner to

compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue-generating

activities, either of which could have a material adverse effect in our business, results of operations, and overall financial condition.

expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses,

which could delay or prevent RAKR from achieving profitability.

our business grows and expands, RAKR expects to have substantial planned capital expenditures in order to facilitate and maintain strategic

distribution channels and key relationships.

We expect our cost of revenues, business development, marketing, sales, operational, general,

and administrative expenses to continue to increase.

If revenues do not increase to correspond with these increased expenses or if outside

capital is not secured, there may be a material adverse effect on our business, cash flow, and overall financial condition.

our business grows and expands, RAKR expects to have substantial planned expenses in order to facilitate and maintain strategic distribution

channels and key relationships.

We expect our cost of revenues, business development, marketing, sales, operational, general, and administrative

expenses to continue to increase.

If revenues do not increase to correspond with these increased expenses or if outside capital is not

secured, there may be a material adverse effect on our business, cash flow, and overall financial condition.

the Company fails to raise additional external capital to fund its business growth and project development, the Company’s business

anticipate the need for significant amounts of financial capital to meet our anticipated costs to satisfy other near-term cash requirements

so as to commercially deliver our WaaS projects, and to finance the purchase of equipment and related (long-term) assets.

will attempt to raise such funds through the future issuance of stock or debt instruments in the capital markets.

However, there is no

assurance that we will be successful in raising sufficient additional capital, and there can be no assurance that external financing

will be available to us.

If adequate funds are unavailable or unavailable on acceptable terms, our ability to fund the Company’s

marketing and sales efforts, global projects, potential expenditures in relation to strategic opportunities, and possible corporate responses

to existing or unexpected competitive pressures would be significantly limited.

Such limitation could have a material adverse effect

on our business and overall financial condition.

We anticipate the need for significant amounts of financial capital to meet the needs of the Company.

The Company will attempt

to raise such funds through the future issuance of stock or debt instruments in the capital markets.

However, there is no assurance that

we will be successful in raising sufficient additional capital, and there can be no assurance that external financing will be available

If adequate funds are unavailable or unavailable on acceptable terms, our ability to fund the Company’s marketing and sales

efforts, global projects, potential expenditures in relation to strategic opportunities, and possible corporate responses to existing

or unexpected competitive pressures would be significantly limited.

Such limitation could have a material adverse effect on our business

and overall financial condition.

funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate

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2017, no stock issuances have held such preferential rights.

On June 29, 2022 the Company increased its authorized capital to 500,000,000

and established one million preferred shares none of which have been issued to date.

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

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may be unable to implement our Business Strategy.

Company’s business strategy is to commercialize our WaaS projects that management believes may have significant humanitarian and

Company’s business strategy is to commercialize our technologies that management believes may have significant humanitarian and

commercial application, thereby effecting corporate value for the benefit of equity holders.

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the past year we have entered into various discussions with international partners, distributors, and agents that are prepared to deploy

WaaS projects.

our technologies.

Nonetheless, we have not yet established a significant customer base.

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effect on our ability to establish and sustain operations or adversely affect the operations of our partners.

technology we decide to deploy in the delivery of WaaS projects may require certifications before being deployed in certain global territories.

technology we use to deploy our WaaS projects may require certain certifications before being implemented in certain international territories.

For example, in the case of the United States our deployed technology must be certified by the United States Environmental Protection

Agency, under the Safe Drinking Water Act (“SDWA”) to meet certain standards in order to be certified for use in large government

While the RHBV technology expected to be deployed by the Company is certified in certain territories, there is no assurance

as to if and/or when such certifications will be obtained in new territories we are expecting to enter and sell into.

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

technology we use to deploy may require certain certifications before being implemented in certain international territories.

in the case of the United States our deployed technology must be certified by the United States Environmental Protection Agency, under

the Safe Drinking Water Act (“SDWA”) to meet certain standards in order to be certified for use in large government projects.

While the technology expected to be deployed by the Company is certified in certain territories, there is no assurance as to if and/or

when such certifications will be obtained in new territories we are expecting to enter and sell into.

Supplemental technologies –

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face competition in our market space.

competition in the WaaS space using AW and WW technology is limited.

WaaS is usually developed at much larger scale through municipalities.

Until recently, smaller remote on-site solutions have not been cost-competitive compared to alternatives, but that has changed.

present time, we are aware of other companies that produce AW and/or WW technologies.

We will face competition, but, at this moment,

we are confident that, as we deliver WaaS services, we will possess a competitive advantage.

To the extent that future technological

advance in the market results in pricing pressures, and the possibility that that will affect the Company’s ability to increase

its WaaS market share, we may face an adverse effect on our business, operating results, and overall financial condition.

At such time,

the Company will consider its technological options accordingly.

competition in AW and WW technology is limited.

Until recently, smaller remote on-site solutions have not been cost-competitive compared

to alternatives, but that has changed.

At the present time, we are aware of other companies that produce AW and/or WW technologies.

the extent that future technological advance in the market results in pricing pressures, and the possibility that that will affect the

Company’s ability to increase its market share, we may face an adverse effect on our business, operating results, and overall financial

At such time, the Company will consider its technological options accordingly.

will incur increased costs and may have difficulty attracting and retaining qualified directors and executive officers as a result of

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or as executive officers.

significant number of the Company’s outstanding shares remain with resale restrictions however we have 74,011,927 (51.3%) shares

in the public float.

significant number of the Company’s outstanding shares remain with resale restrictions however we have 175,185,072 (71.1%)

shares in the public float.

shares of the Company’s common stock issued in the 2017 were issued and designated as “restricted” or “control”

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to be freely sold at the time unless registered under the Securities Act of 1933 or sold pursuant to an available exemption under Rule

Approximately 74,011,927 shares of the Company’s common stock, held by non-affiliate stockholders are eligible for resale

pursuant to Rule 144 without resale restrictions.

This represents approximately 51.3% of the total issued and outstanding shares of stock.

While this remains a risk factor the number of shareholders and the percent of tradeable shares suggest a functioning market for the

Company’s shares.

As of April 12, 2023, approximately 175,185,072 shares of the Company’s common stock, held by non-affiliate stockholders are

eligible for resale pursuant to Rule 144 without resale restrictions.

This represents approximately 71.1% of the total issued and outstanding

shares of stock.

While this remains a risk factor the number of shareholders and the percent of tradeable shares suggest a functioning

market for the Company’s shares.

market liquidity may make it difficult to sell our stock.

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market price of our common stock in a material manner.

Rainmaker is no exception and has recently experienced very high volumes and the

adverse negative effects of aggressive short sellers in the market for RAKR common stock.

As a result, the share price as of April 15,

2023, is less than $0.01 which could, if not rectified, means RAKR will return to the OTC Pink.

Executives are exploring all options

to cure the situation.

addition, the financial markets have experienced price and volume fluctuations from time to time in the recent past.

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applicable to smaller companies.

Company maintains its corporate offices at 271 Brock Street, Peterborough, Ontario Canada K9H 2P8 and its main corporate telephone number

is (877) 334-3820.

At this point, given the nature of Covid restrictions Rainmaker reserves the right to use the facility as needed.

In the previous two quarters we have operated from home offices.

Company has access to its corporate offices at 271 Brock Street, Peterborough, Ontario Canada K9H 2P8 and its main corporate telephone

number is (877) 334-3820.

In the previous two and a half years we have operated from home offices and continue to do so and will use

the Corporate Offices on an as needed basis.

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 1A. Risk Factors