What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-19 compared with 2022-03-31 · 490 added, 462 removed, 997 unchanged (49% of the section changed)

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the 2022 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.

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.

standards define an audit adjustment as a proposed correction of the financial statements that, in the judgment of our auditor previously,

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in Internal Control over Financial Reporting

the quarter ended December 31, 2021, 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.

the quarter ended December 31, 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.

on Effectiveness of Controls

management, including our CEO and VP Finance, do not expect that our disclosure controls and procedures or our internal controls over

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.

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Shoukri and any Director or executive officer of the Company.

Directors, Executive Officers and Corporate Governance

1, 2022 Kelly White received a promotion to Executive Vice President of Finance.

White holds a BSc.

in Mathematics and Economics

from Trent University.

She has over 30 years of experience in finance, accounting, administration and general management.

Executive Officers and Corporate Governance

following individuals serve as the directors and executive officers of our company as of the date of this annual report.

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Non-Executive

Vice President of Finance

O’Connor maintained the Executive Chairman role since 2014 and for a short period of time he hired a CEO to assist him in negotiations

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O’Connor resumed his role as CEO.

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

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

O’Connor – CEO and Executive Chairman

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the Order of Canada, the Order of Ontario, and awarded the Queen Elizabeth II Diamond Jubilee medal.

White – Executive Vice President of Finance

White has been the VP of Operations & Finance at Rainmaker since 2015 and has more than 30 years of experience in finance and administration.

On July 1, 2022 she assumed the role of Executive Vice President of Finance.

Prior to joining Rainmaker, she was a partner in Larchwood

Management Partners, a finance, business and strategic advisory consultancy in the telecommunications, utility and water sectors.

her career she has performed core financial and corporate infrastructure functions and provided business planning and budgeting services

for various companies in manufacturing, retail, financial services, telecommunications, media and consumer products.

has orchestrated many business start-ups across Canada and managed all of the financial and administration and functions of those businesses.

She has been an active community volunteer supporting many local sports and community organizations.

Relationships

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December 2021, the Board created an Audit Committee, in conjunction with nominating two new independent directors to the Company’s

Its first formal meeting will be in the second quarter of 2022 but the group has convened informally to discuss the contents of

this document and the financial statements.

The meeting will set out the Committee’s charter and will provide the framework for

additional governance and oversight of the internal control over finance reporting.

It will work alongside the board of directors as

a whole which participates in the review of financial statements and disclosure.

The audit committee members are James Ross (chair),

The group has convened informally on many occasions to discuss the contents of this document and the financial statements.

Committee will meet formally as part of this 10-K filing process.

The meeting will set out the Committee’s charter and will provide

the framework for additional governance and oversight of the internal control over finance reporting.

It will work alongside the board

of directors as a whole which participates in the review of financial statements and disclosure.

The audit committee members are James

Ross (chair), Dr.

Mamdouh Shoukri and Michael O’Connor.

James Ross qualifies as an audit committee financial expert and is independent under

applicable SEC standards.

James Ross qualifies as an audit committee financial expert and is independent

under applicable SEC standards.

are in the process of developing a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of

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Chief Executive Officer

Michael Dohaney (3)

Chief Financial Officer

Kelly White (3)

Executive VP Finance

the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to

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Skinner was $779,771.

Dohaney was appointed as the Company’s Chief Financial Officer October, 2017 until October, 2020.

White was appointed Executive Vice President of Finance July 1, 2022.

Salary reflects July 1 st start date and end date

of December 31, 2022.

Formerly VP Finance since 2015.

Options Awards are calculated on the same basis, i.e., from the point where

White was nominated to her current position.

White was not an executive officer in 2021

Equity Awards at Fiscal Year End

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Michael O’Connor

Michael Skinner

Michael Dohaney

only director compensation for 2021 was allocated to the two newly appointed directors.

Of the 500,000 options that each director received,

1,000,000 in total, 202,885 of their options vested in December of 2021.

O’Connor did not receive any compensation for services

as director for the year ended December 31, 2021.

The independent members of the Compensation Committee will determine his director’s

compensation for 2022 and beyond.

There was no compensation to directors in 2020.

Kelly White (exp.date’26)

Kelly White (exp.date’27)

2021 each of the Company’s Directors were granted 500,000 options, 1,000,000 in total.

At December 31, 2021, 283,334 of their options

A further 533,333 for a total of 816,667 had vested at December 31, 2022 with a further 183,333 to vest in 2023.

did not receive any compensation for services as director for the year ended December 31, 2022 or December 31, 2021.

The independent

members of the Compensation Committee will determine his director’s compensation for 2023 and beyond.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

of February 28, 2022, the Registrant had 144,354,957 shares of common stock issued.

following table sets forth certain information regarding the beneficial ownership of our common stock as of February 28, 2022:

of April 12, 2023, the Registrant had 246,383,669 shares of common stock issued.

following table sets forth certain information regarding the beneficial ownership of our common stock as of April 12,

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

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

the rules of the Securities and Exchange Commission, beneficial ownership includes voting or investment power with respect to securities

and includes the shares issuable under stock options, warrants and convertible securities that are exercisable/convertible within sixty

(60) days of February 28, 2022.

Those shares issuable under stock options, warrants and/or convertible securities are deemed outstanding

for computing the percentage of each person holding options, warrants and/or convertible securities but are not deemed outstanding for

computing the percentage of any other person.

The percentage of beneficial ownership schedule is based upon 144,354,957 shares outstanding

as of February 28, 2022.

The address for those individuals for which an address is not otherwise provided is c/o Rainmaker Worldwide

Inc., 271 Brock Street, Peterborough, ON K9H 2P8 Canada.

To our knowledge, except as indicated in the footnotes to this table and pursuant

to applicable community property laws, the persons named in the table have sole voting power and investment power with respect to all

shares of common stock listed as owned by them.

the rules of the Securities and Exchange Commission, beneficial ownership includes voting or investment power with respect to

securities and includes the shares issuable under stock options, warrants and convertible securities that are

exercisable/convertible within sixty (60) days of April 12, 2023.

Those shares issuable under stock options, warrants and/or

convertible securities are deemed outstanding for computing the percentage of each person holding options, warrants and/or

convertible securities but are not deemed outstanding for computing the percentage of any other person.

The percentage of beneficial

ownership schedule is based upon 246,383,669 shares outstanding as of April 12, 2023.

The address for those individuals for which an

address is not otherwise provided is c/o Rainmaker Worldwide Inc., 271 Brock Street, Peterborough, ON K9H 2P8 Canada.

knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named

in the table have sole voting power and investment power with respect to all shares of common stock listed as owned by

Name and Address of Beneficial Owner

Percent of Class Outstanding

Kawartha Entertainment Group Inc., Michael Skinner

James Ross, Director

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Michael O’Connor, CEO and Executive Chairman (1)

Kelly White, VP Finance (2)

Kelly White, EVP Finance (2)

Executive officers, directors and significant employees as a group (4 persons directly above)

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

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

Relationships and Related Transactions, and Director Independence

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All Other Fees

for the year ended December 31, 2021 and 2020 relate to M&K CPAS, PLLC.

for the year ended December 31, 2021 relate to M&K CPAS, PLLC, the Company’s auditor.

The portion of fees for the year ended

December 31, 2022 relating to M&K CPAS, PLLC is $32,250 and the balance is for fees billed by Inclusive Accounting.

Inclusive Accounting

is a Canadian CPA firm that filed taxes for RWI in Ontario.

board of directors pre-approves all services provided by our independent auditors.

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Financial Statement Schedules

of Incorporation and Bylaws

Articles of Incorporation, dated February 27, 1998

By-Laws of Rainmaker Worldwide Inc.

RAKR-RHBV Distributor Agreement

RAKR-Carlaw Joint Venture Agreement

RAKR-RWSRI Joint Venture Agreement

Professional Services Contract-Marketing

Consulting Contract-CEO

Consulting Contract-VP Finance

Auditor’s Consent

13a-14 (d)/15d-14d) Certifications

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each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2021, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has suffered net losses from operations, has a net capital deficiency, and has negative cash

flow from operations which raises substantial doubt about its ability to continue as a going concern.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has incurred continuing net losses from operations and has a significant

accumulated deficit which raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding

those matters are discussed in Note 1.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

discussed in Note 1 to the financial statements, the Company had a going concern due to a working capital deficiency, stockholders’

deficiency, and negative cash flows from operations.

Auditing management’s evaluation of a going concern can be a significant judgment

given the fact that the Company uses management estimates on future revenues and expenses, which are not able to be substantiated.

evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along

with management’s plans to mitigate the going concern and management’s disclosure on going concern.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or

disclosures to which they relate.

discussed in Note 4, the Company borrows funds through the use of convertible notes payable that contain a conversion price that may

be fixed or fluctuates with the stock price.

management’s estimates of the fair value of the derivative liability involves significant judgements and estimates given the embedded

conversion features of the notes.

evaluate the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the

host contract and is recorded as a liability subject to market adjustments as of each reporting period.

Significant judgment is exercised

by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged

by management.

evaluated management’s conclusions regarding their derivative liability and reviewed support for the significant inputs used in

the valuation model, as well as assessing the model for reasonableness.

M&K CPAS, PLLC

have served as the Company’s auditor since 2020.

TX April 19, 2023

WORLDWIDE INC.

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Prepaid expenses – related parties

Current assets of discontinued operations

Total Current Assets

Net Operating Lease Right-of-Use Asset

Assets of discontinued operations

Liabilities and Stockholders’ Equity (Deficit)

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Accrued liabilities

Operating lease liabilities

Customer deposits

Contingent liability

Convertible notes payable

Convertible notes payable-related parties

Convertible notes payable, net of discount of $ 328,501 and $ 0

Notes payable - related parties

Other loans payable

Current liabilities of discontinued operations

Derivative liabilities

Total Current Liabilities

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Convertible notes payable

LT Liabilities of discontinued operations

Total Long Term Payables

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Common stock - $ 0.001 par value;

200,000,000 authorized;

500,000,000 and 200,000,000 authorized at Dec 31, 2022 and 2021 respectively;

160,797,716 and 144,354,957 outstanding at December 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

Stock payable

Accumulated deficit

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Year Ended December 31,

Cost of Goods Sold

General and administrative expense

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Other income (expense)

Gain on retirement of ARO

Loss on impairment of IP

( 4,650,966 )

Interest expense

Amortization of debt discount

Change in derivative liabilities expense

Total other income (expense)

( 5,484,689 )

Loss from continuing operations

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Loss from operations of discontinued operations

( 1,234,431 )

Total discontinued operations

( 1,234,431 )

Net income (loss)

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Foreign exchange translation gain (loss)

Discontinued operations foreign exchange gain (loss)

Net income (loss) and comprehensive income (loss)

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Gold and Silver Mining of Nevada Inc.)

Statements of Stockholders’ Equity (deficit) (Audited)

Statements of Stockholders’ Equity (deficit)

Number of stock

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$ ( 14,436,747 )

Shares issued for debt

Private placements

Shares issued for services

Conversion of convertible promissory notes

Shares cancelled

( 20,238,606 )

( 1,457,179 )

( 1,477,418 )

Stock-based compensation

Stock Payable

Disposition of discontinued operations

Foreign currency translation

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$ ( 8,870,841 )

Private placements

Conversion of convertible promissory notes

Shares cancelled

$ ( 70,997,053 )

$ ( 8,870,841 )

( 1,477,418 )

Conversion of convertible promissory notes

Shares cancelled

Stock-based compensation

Disposition of discontinued operations

Foreign currency translation

Net gain (loss) for the quarter

Net gain (loss) for the year

( 1,837,611 )

Net gain (loss)

Balance, December 31, 2022

$ ( 72,834,664 )

$ ( 10,300,375 )

Balance, December 31, 2021

$ ( 72,834,664 )

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Gold and Silver Mining of Nevada Inc.)

Statements of Cash Flows (Audited)

Statements of Cash Flows

Year Ended December 31,

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Adjustments to reconcile net income to net cash used for operating activities:

Depreciation expense

Loss on impairment

Stock-based compensation

Derivative expense – warrants

Loss from equity investments

Shares issued for services

Impairment expense

Discount amortization

IP amortization

Provision for ARO obligation

Non-cash Lease expense

Change in fair value of derivative liabilities

Change in operating assets and liabilities:

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Customer deposits

Provision for ARO obligation

Lease liabilities

Discontinued operations

CASH USED FOR OPERATING ACTIVITIES

( 3,932,286 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for investment in JV

Cash paid for purchase of fixed assets

Discontinued operations

Restructuring/discontinued operations

CASH USED FOR INVESTING ACTIVITIES

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Shares issued for conversion

Lease modification

Shares issued from stock payable

Conversion of AP to convertible notes payable

Receipts of prepaid inventory

Share cancellation

Initial derivative discount

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

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resources are deployed.

post-restructuring business focus will deliver Water-as-a-Service (“WaaS”) i.e., selling water directly to the customer on

a per liter basis.

This will be executed by forming local joint venture partnerships (“JV”) who will in turn own the Rainmaker

and related equipment.

In most if not all cases, RAKR will have an ownership stake in the JV the percentage of which will be determined

by the relative contribution of the stakeholders.

part of the asset restructuring, Rainmaker retains a 12 % interest in Rainmaker Holland B.V.

(“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.

Company will focus its future on the development of WaaS projects globally and has already set up such projects that are ready for deployment

in Turks and Caicos and potentially other Caribbean and European locations.

Our business development activities are expected to yield

more definitive agreements during 2022.

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 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.

part of the asset restructuring completed March 31, 2021, Rainmaker retained a 12 % interest in Rainmaker Holland B.V.

which consists of the innovation and manufacturing center located in Rotterdam, Netherlands.

RAKR will purchase equipment on a favorable

cost-plus formula.

was incorporated on July 21, 2014 under the Ontario Business Corporations Act.

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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

(bein4g 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.

(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

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As a result of the Merger, the

Company traded on the OTC Pink, but as of March 17, 2022, the Company now trades on the OTCQB continuing to trade under the symbol, RAKR.

Company traded on the OTC Pink, but, as of March 17, 2022, the Company now trades on the OTCQB continuing to trade under the symbol,

with Sphere 3D

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Upon closing, Sphere 3D’s name would have changed to Rainmaker

Worldwide Inc., and its business model would focus “WaaS”.

Rainmaker management would have assumed operational leadership

of the combined entity.

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

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 .

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.

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.

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 fulfill recent contracts and expand its equipment production

(See Note 3).

Merger Agreement was adjusted to become an asset purchase agreement January 3, 2021 with the same business focus being WaaS.

The agreement

was ultimately terminated on February 12, 2021 and was subsequently announced publicly.

Rainmaker is continuing its ordinary course of

business focusing on WaaS.

Worldwide Inc., and its business model would have focused on “WaaS”.

Rainmaker management would have assumed operational

leadership of the combined entity.

The agreement was ultimately terminated on February 12, 2021 and was subsequently announced publicly.

a result of the incomplete Sphere 3D transaction, on March 31, 2021, the Company, including RWI, entered into a business agreement with

RHBV, DRM and Wind en Water Technologie Holding B.V.

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.

retains a 12 % ownership stake in RHBV.

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

Company has incurred continuing losses from its operations and has an accumulated deficit of $ 72,834,664 .

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it to meet its operating needs including current and future sales orders.

In addition, revenues are being forecasted at the operational

level considering the imminent implementation of local JV-based WaaS agreements once travel restrictions due to COVID permit.

Significant Accounting Policies

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As discussed in Note 18 (Discontinued Operations), these intangible assets were a part of the restructuring

agreement and are no longer reflected on the RAKR balance sheet.

and Equipment

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Depreciation periods for the Company’s property and equipment are as follows:

Schedule of Estimated Useful Lives of Property and Equipment

of Estimated Useful Lives of Property and Equipment

Improvements – lesser of 10 years or lease duration

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Conversion Features

Company evaluates 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 does not require derivative treatment under ASC 815, the instrument is

evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion features.

Company evaluates 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 does not require derivative treatment under ASC 815, the

instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion

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.

May 2014, the FASB issued an accounting standard update (‘ASU”), 2014-09, Revenue from Contracts with Customers (Topic 606).

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not change the Company’s policy of revenue recognition.

Company will have three sources of revenue.

Company will have two sources of revenue.

The first is through the direct sales of water production and purification systems.

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and timing of payments.

second 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.

The second source of revenue is in exchange for operating, maintenance and professional services associated with

joint ventures.

That revenue is recognized in the period it is earned.

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in return for research and development activities over a contractually defined period.

During 2019, RHBV received a Grant from the European

That Grant and associated contract with European Commission has been analyzed and it has been determined it is a non-exchange

transaction and falls within the scope of ASU 958, and revenue should be recognized in accordance with Topic 958 guidance.

the Company recognizes revenue from its grant and contract in the period during which the related costs are incurred, provided that the

conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding.

2019, the Company was awarded a € 2.3 million European Commission Grant to develop and construct the first off-grid water desalination

system 100% powered by renewable energy.

The unit will be commissioned and tested in the Canary Islands.

The project duration was originally

to run September 1, 2019 to August 31, 2021.

An extension to May 31, 2022 was granted due to delays related to COVID.

RHBV post-restructuring

retains all rights and obligations under this Grant once the project is complete.

Accordingly, the Company recognizes revenue from

its grant and contract in the period during which the related costs are incurred, provided that the conditions under which the grants

and contracts were provided have been met and only perfunctory performance obligations are outstanding.

Party Transactions

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Retirement Obligation

in the assets acquired in the December 2015 Asset Purchase Agreement, the Company obtained an obsolete wind turbine located in Leeuwarden,

In accordance with ASC 410, Asset Retirement and Environmental Obligations and pursuant to the guidelines of the City of

Leeuwarden for land leases, the Company was required to decommission the turbine including disassembly and removal of wind turbine generator

and tower, substation and interconnection facilities, as well as foundation for the tower, and to provide for restoration of the property

to its original state.

The Company recorded an initial asset retirement obligation at fair value as a liability in the period in which

a legal obligation associated with the retirement of tangible long-lived assets occurs.

The liability is accreted each period over the

maximum term of the contractual agreements.

The Company records the offsetting asset to the initial obligation as an increase to the

carrying amount of the related long-lived asset and depreciates that cost over the maximum term of the contractual agreements.

2020, the asset was dismantled, and the asset retirement obligation eliminated.

(See Note 16).

of the date of this filing, we hold no assets that are subject to ASC 410, Asset Retirement and Environmental Obligations.

that such requirements are needed, the Company will follow ACS 410.

The liability is accreted each period over the maximum term of the

contractual agreements.

The Company records the offsetting asset to the initial obligation as an increase to the carrying amount of the

related long-lived asset and depreciates that cost over the maximum term of the contractual agreements.

Liabilities and Equity Instruments

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Canada and The Netherlands (discontinued operations).

Schedule of Segment Reporting

of Segment Reporting

United States

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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 December 20, 2026.

the extent that the fully diluted shares exceed the authorized capital at any point in time, action will be taken by the Executive Management

and Board of the Company to ensure those shares are available for distribution.

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.

All potentially dilutive shares are anti-dilutive due the Company’s net loss.

Company has options, debentures and other potentially dilutive instruments extending to the latest date of July 1,

Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities

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As of December 31, 2022, the Company had no cash equivalents.

Customer Deposits

The typical arrangement for customer deposits for purchases of Company

products is 50 % down at the time of ordering.

The Company records the deposit as a current liability reflecting the obligation to

provide the goods or services to the customer or to return the money.

When the Company earns the deposit amount, the current liability

will be debited, and sales revenues will be credited.

Convertible Notes Payable

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a result of the above conversions, there are $ 8,200 in convertible notes remaining that came into the Company through the July 3, 2017

On July 26, 2022, this note required derivative treatment which resulted in a debt discount of $ 8,200 which was subsequently

fully amortized to interest expense on December 31, 2022.

May 10, 2018, the Company entered into a $ 200,000 unsecured, convertible promissory note maturing on July 10, 2018.

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As a result, the Company bears no responsibility for financial obligations under this loan.

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.

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.

April 2, 2020, the Company issued two convertible promissory notes of $ 550,000 for a total of $ 1,100,000 .

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during 2021 were recognized as Other Income.

Subsequent to the 2021 fiscal year end, the Company received a further $ 20,000 which will

be recognized as Other Income in Q1, 2022.

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

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 6).

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.

Subsequent to the 2021 fiscal year end, the Company received a further $ 20,000 which was recognized as Other Income in Q1, 2022.

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 .

1, 2020, the amount of $ 1,850,000

was advanced to the Company.

The balance of the

principal of this note is made up of the principal and interest on the existing promissory notes totaling $ 1,100,000

(1) described above, and the principal and interest

on the existing note issued August 4, 2020, in the amount of $ 150,000

(2) (see Note 7).

Each of these existing notes,

(1) and (2), are deemed to be cancelled and are replaced by the remaining note in the amount of $ 3,105,896.72 described above.

evaluated the note for a beneficial conversion feature at the date of issuance noting that there was no BCF related.

The security interest

of this loan is junior and subordinate to all existing security.

On July 26, 2022, this note required derivative treatment which resulted

a debt discount of $ 389,342 and $ 134,447 was amortized to interest expense on December 31, 2022.

February 22, 2021, to settle accounts payables due to various entities, the Company issued Convertible Promissory Notes totaling

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 .

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 .

2020 the Company recognized $ 65,196 of the 2019 unamortized discount and $ 467,118 was recognized during 2021 of the 2020 unamortized

Common Shares at $ 0.065 which was within the terms of the note and therefore no gain or loss needed to be recognized .

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 lender

fully converted this note including accrued interest of $ 2,750 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.

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

During the Q3, 2022 period, the lender partially converted this note ($ 15,000 )

into 2,542,373

common shares leaving the balance of the note available for conversion of $ 38,750 .

During Q4, 2022 the lender converted the balance of the note ($ 38,750 )

and accrued interest ($ 2687.50 )

into 7,988,208

common shares and is now fully converted.

The conversions were within the terms of the agreement and no gain or loss were recognized on the

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 December 31, 2022, $ 2,073 amortized.

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

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 December 31, 2022, $ 1,075 amortized.

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 December 31, 2022, $ 1,281 amortized.

October 25, 2022, the Company issued a convertible promissory note in the amount of $ 44,250 bearing interest of 10 % per annum with a

maturity date of one year ( October 25, 2023 ) and has the option to convert into shares of Common Stock any time beginning 180 days following

the date of the Note and ending on the maturity date .

Conversion price is calculated at 65 % of the Market Price (lowest trading price

during the 10 trading day period).

The Company has the right to prepay any time before the 180 th day.

This note had an Original

Issue Discount of $ 4,250 and as of December 31, 2022, $ 1,071 amortized.

Derivative Liabilities

Derivative liabilities – Convertible Notes

Q3, 2022, 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.

During Q4, 2022, the convertible debt issued June 28, 2022 became eligible for

conversion on December 25, 2022.

The Company engaged a third-party consultant to determine the fair value of the convertible notes.

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.

For Q3, 2022, the Monte

Carlo simulation model used 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.

2022 the simulation model used a risk-free interest rate of ranging from 3.84 % to 4.38 %, volatility ranging from 181.8 % to 235.6 %, trading

prices ranging from $ 0.005 per share to $ 0.012 per share and a conversion price ranging from $ 0.005 to $ 0.0053 per share.

The total derivative

liabilities associated with these notes were $ 76,622 at December 31, 2022 and $ 0 at December 31, 2021.

The Company’s debt discount

relating to these convertible notes amounted to $ 71,542 at December 31, 2022 and the Company recorded interest expense for the amortization

of the discount in the amount of $ 102,039 at December 31, 2022.

The Company recorded a change in the value of embedded derivative liabilities

expense of $ 11,693 to December 31, 2022.

July 26, 2022, due to the tainted equity environment, existing convertible notes required derivative treatment.

The convertible note

in the amount of $ 8,200 and the convertible note in the amount of $ 3,105,896.72 (discussed in Note 3) had an initial debt discount of

$ 397,542 , loss on initial derivative of $ 126,888 and a derivative liability of $ 524,330 .

At December 31, 2022, $ 142,667 of the debt discount

was amortized.

liabilities – Warrants

to the tainted equity environment at July 26, 2022, the Company recognized derivative liability for existing warrants in the amount of

On December 31, 2022, a gain on derivative liabilities was recognized in the amount of $ 229,355 leaving a fair value at December

31, 2022 of $ 44,324 for warrants.

of Derivative Liabilities and Fair Value

Derivative liabilities (fair value)

Beginning Balance

Change to notes requiring derivative treatment due to equity environment

Change due to Issuances

Change due to Conversions

Market-to-market

Ending Balance

Convertible Notes Payable, Related Parties

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under this loan.

September 10, 2019, the Company entered into two convertible promissory notes with an entity controlled by an officer of the Company

each in the amount of $ 50,500 for the aggregate amount of $ 101,000 .

These note agreements were repayable on September 9, 2020 , bear interest

at a rate of 10 % per annum and were convertible into common stock at $ 0.005 per share prior to maturity.

The Company evaluated the notes

for a beneficial conversion features at the date of issuance and recorded a discount in the amount of $ 3,030 .

In Q1 2020 these notes

were converted into 20,200,000 unrestricted stock as per the terms of the notes.

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 stock

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.

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 totaling $ 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.

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 totaling $ 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).

The Company recorded interest expense for the amortization of the discount

related party convertible notes in the amount of $467,118 during 2021 leaving a balance of zero at December 31, 2021.

The principal balance

of these convertible notes was zero at December 31, 2021.

Notes Payable, Related Parties

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.

notes amounting to $ 28,796.73 are due and bear interest of 5 % and are payable on demand.

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as of December 31, 2022.

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

Conversion price to be calculated using the 5-day VWAP preceding the conversion date and not to drop below $ 0.09 .

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 stock 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.

Discontinued Operations).

Of the original amount of $ 312,000 , $ 60,000 principal and accrued interest remains.

As of December 31, 2022, the Company owes $ 60,000 principal and $ 12,670.68

in accrued interest.

2021, a related party loaned the Company, on a short-term basis, $ 21,903 .

This amount is fully repaid in Q1, 2022.

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 December 31, 2022, the Company owes this party $ 10,081 .

Other Loans Payable

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for full details.

at December 31, 2020, the Company has authorized 200,000,000 common stock with $ 0.001 par value with 139,580,934 shares outstanding.

At December 31, 2021, 144,354,957 shares are outstanding.

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

December 31, 2022, 160,797,716 common stock is issued and outstanding.

The following table details the number of common stock issued:

Schedule of Common Stock

of Common Stock

Number of Stock

Balance, December 31, 2020

Shares issued for debt

Private placements

Shares issued for services

Conversion of convertible promissory notes

Shares cancelled

( 20,238,606 )

Balance, December 31, 2021

Private placements

Conversion of convertible promissory notes

Shares cancelled

( 20,238,606 )

Balance, March 31, 2021

Balance, June 30, 2021

Private placements

Balance, September 30, 2021

Balance, December 31, 2022

Q1 2020, the remaining two convertible promissory notes issued on September 10, 2019 totaling $ 101,000 were converted into 20,200,000

shares of the Company’s common stock (See note 4).

February 28, 2020, the Company issued 2,000,000 restricted common stock at $ 0.005 per stock in fulfillment of a services contract entered

into September 11, 2019.

Q1 2020, the Company completed a private placement raising gross proceeds of $ 336,400 through the issuance of 3,364,001 shares of restricted

common stock for $ 0.10 per stock.

Q2 2020, the Company completed a private placement raising gross proceeds of $ 25,000 through the issuance of 250,000 shares of restricted

common stock for $ 0.10 per stock.

Q2 2020, the Company issued 2,000,000 shares of common stock for the conversion of $ 200,000 of convertible notes payable.

(See note 3).

Q2 2020, the Company issued 6,216,832 shares of common stock for the conversion of $ 6,216 .83 of convertible notes payable.

June 15, 2020, the Company executed a contract for the provision of services.

The first invoice of that contract totaled $ 6,000 and as

payment, the Company issued 40,000 shares restricted common stock valued at $ 0.15 per share, the market price on the date of the agreement.

August 7, 2020, under the above contract for services, the Company issued 937,793 shares of restricted common stock valued at $ 0.3199

per share, the closing market price on July 31, 2020.

This issuance related to the second invoice in the amount of $ 300,000 for the services

contract the Company executed on June 15, 2020.

2020, the Company sold 2,000,000 shares for total proceeds of $ 75,000 .

As of December 31, 2020 the shares had not been issued and $ 75,000

was recorded as Stock Payable.

These shares were issued February 4, 2021 thereby eliminating the Stock Payable recorded previously.

February 8 & 9, 2021, the Company issued a total of 8,607,322 restricted shares upon conversion of promissory notes.

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September 8, 2021, the Company sold 128,385 shares for total proceeds of $ 3,852 .

August 9, 2022, the Company issued 1,376,147 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

August 16, 2022, the Company issued 1,834,862 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

September 1, 2022 (effective June 13, 2022), 197,183 shares were rescinded by a shareholder.

September 6, 2022, the Company issued 1,648,352 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

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).

September 20, 2022, the Company issued 2,542,373 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

October 6, 2022, the Company issued 3,000,000 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

October 24, 2022, the Company issued 4,988,208 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

Related Party Transactions

compensation and expense reimbursements due to consultants engaged by the Company $ 1,261,984 (2021:

$ 2,583,205 ).

Company’s head office location in Peterborough, Ontario, Canada, is leased from an entity that was controlled by the Executive

Chairman of the Company.

Lease expense for the period is $ 12,364 (2020:

As of February 28, 2021, this property is no longer

controlled by the Executive Chairman.

The Company will continue to hold space in the property until such time post-COVID protocols are

to other related party payables in Notes 5 and 6.

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See further discussion in Note 18.

The Company has prepaid expenses to related

parties in the amount of $ 160,000 , paid to RHBV, for the purchase of two AW-GO25 machines.

Company (the lender) signed a loan agreement with RHBV (the borrower) on June 21, 2022.

RAKR agreed to a two-year loan facility with

an interest rate of 8 % with interest only payments until a bullet payment is made for the principal on the due date.

Provisions in the

agreement allow for prepayment.

First tranche of the loan to RHBV in the amount of $ 5,000 was issued to RHBV on July 7, 2022.

Commitments and Contingencies

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Cost is recorded at standard cost, which approximates actual cost, on the first-in first-out

Schedule of Inventory

Year ended December 31

Finished Goods

Discontinued operations

Total Inventory

Due to a lack of sales, it was necessary to impair the inventory at December 31, 2022 bringing the value to zero.

ended December 31

Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification

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lease payments based on an estimate of its incremental borrowing rate.

following are the lease related assets and liabilities recorded on the Company’s consolidated balance sheet.

Schedule of Assets and Liabilities Recorded on Consolidated Balance Sheet

Year ended December 31

Classification on Balance Sheet

Operating lease right of use assets

Operating lease right of use assets-discontinued operations

Total lease assets

Current liabilities

Operating lease liability

Operating lease liability-discontinued operations

Total lease liability

lease expense for the period ended December 31, 2021, from continuing operations is $ 12,364 and from discontinued operations $ 24,091

are no lease related assets and liabilities recorded on the Company’s consolidated balance sheet.

lease expense for the period ended December 31, 2022 is nil (2021:

Stock Option Plan

95 unchanged sentences

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.

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.

the period ended December 31, 2021, the Company recorded a stock option expense of $ 62,248 .

The Company used the Black-Scholes

option-pricing model to determine the grant date fair value of stock-based awards under ASC 718.

For the year ended December 31,

2021, the Company recorded 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 year ended December 31, 2022, the Company

recorded stock option expense of $ 136,492 .

Schedule of Warrants and Options

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

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

$ 0.0172 -$ 0.271

of Share-based Payment Award Stock Options Valuation Assumptions

$ 0.0172 -$ 0.0646

of Options Granted

Average Risk-Free Interest Rate

Exercise Price

Number of Options Granted

Dividend Yield

Expected Volatility

Weighted Average Risk-Free Interest Rate

Term (in years)

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, 2020, the Company’s deferred tax assets relate to net operating loss (“NOL”) carryforwards that

were derived from operating losses and stock-based compensation from prior years.

A full valuation allowance has been applied to the

Company’s deferred tax assets.

The valuation allowance will be reduced when and if the Company determines it is more likely than

not that the related deferred income tax assets will be realized.

At December 31, 2021, the Company had federal net operating loss carryforwards,

which are available to offset future taxable income, of $ 5,383,897 .

The Company’s NOL carryforwards can be carried forward to offset future taxable income for a period of 20

years for each tax year’s loss.

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, 2022, the Company’s deferred tax assets relate to net operating loss (“NOL”)

carryforwards that were derived from operating losses and stock-based compensation from prior years.

A full valuation allowance has

been applied to the Company’s deferred tax assets.

The valuation allowance will be reduced when and if the Company determines

it is more likely than not that the related deferred income tax assets will be realized.

At December 31, 2022, the Company had

federal net operating loss carryforwards, which are available to offset future taxable income, of $ 5,630,661 .

Company’s NOL carryforwards can be carried forward to offset future taxable income for a period of 20 years for each tax

NOL carryforwards begin to expire in 2037.

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.

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

Schedule of Effective Income Tax Rate Reconciliation

11 unchanged sentences

Valuation Allowance

( 2,421,896 )

Net Deferred Asset

Asset Retirement Obligation

Company recorded an asset retirement obligation of $ 29,665 in preparation for the dismantling and removal of its Leeuwarden turbine.

The turbine has been dismantled at a cost of $ 16,273 with a gain on retirement of $ 13,392 .

The asset retirement obligation was eliminated

European Commission Grant

Q3 2019, RHBV was awarded a € 2.3 million European Commission Grant to develop and construct the first off-grid water desalination

system 100 % powered by renewable energy in the Canary Islands.

The original project duration was September 1, 2019, to August 31, 2021,

however because of COVID-19 RHBV has filed for, and been granted, an extension of the Project to May 31, 2022.

RHBV, post-restructuring,

has the sole responsibility to fulfill all obligations under this Grant.

Company will hold, based on an investment of $ 112,000 , a 22.5 % interest in a Joint Venture with Rainmaker Water (Pvt) Ltd.

of Sri Lanka.

Due to complications related to COVID, product delivery and project implementation, the final administrative details of this transaction

are not yet completed.

The Company will be issued an additional 5% interest in the JV for every Air-to-Water machine RAKR deploys to

the JV up to a maximum holding of 49% interest in the JV.

This JV, like others, will deliver WaaS by distributing water to the communities

on a per liter basis.

The JV will produce, mineralize and purify water to World Trade Organization standards, and establish an environmentally

friendly bottling solution.

There has been no activity in the JV as of December 31, 2021.

The JV partner has used the initial investment

and therefore the Company has recognized the loss on equity investments of $ 112,000 .

Discontinued Operations

26 unchanged sentences

Subsequent Events

February 3, 2022 the Company signed a Term Sheet with an investor to lend the Company up to $ 700,000 in a series of tranches.

signed the definitive agreement for the first tranche of $ 55,000 on February 7, 2022, and then it was subsequently funded on February

The maturity date of the Convertible Promissory Note is February 7, 2023 , carries and interest rate of 10 % per annum.

of the notes has the right to convert between 180 days of the date of the note and the maturity date with a price determined by 65 % of

the lowest trading market price during the prior 10 day trading period.

The SPA governing the transaction does not limit the Company’s

ability to solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity

in respect of any lending instrument.

Furthermore, the Company retains the right to repay the loan amounts received in the tranches any

time before maturity or conversion.

It contains representations and warranties, covenants and conditions, customary for transactions

of this type.

Company was up-listed to OTCQB on March 17, 2022.

January 9, 2023, the convertible promissory note dated June 28, 2022 in the amount of $ 64,250 was partially converted.

This was the first

conversion and amounted to $ 15,000 principal and 5,769,231 shares leaving $ 49,250 principal remaining.

January 26, 2023, the convertible promissory note dated July 26, 2023 in the amount of $ 35,000 was partially converted.

first conversion for this note which amounted to $ 12,000 principal and $ 595.07 interest.

The total conversion amounted to 3,229,505 shares

and left $ 23,000 principal remaining.

February 2, 2023, the convertible promissory note dated June 28, 2022, originally in the amount of $ 64,250 went through a second conversion

in the amount of $ 12,000 principal and 7,500,000 shares leaving $ 34,250 principal remaining.

February 3, 2023, the convertible promissory note dated July 26, 2022, originally in the amount of $ 35,000 went through a second conversion

in the amount of $ 8,000 principal and $ 416.44 interest.

The total conversion amounted to 4,316,123 shares and left $ 15,000 principal

February 7, 2023, the convertible promissory note dated June 28, 2022, originally in the amount of $ 64,250 went through a third conversion

in the amount of $ 16,250 principal and 9,027,778 shares leaving $ 18,000 principal remaining.

February 8, 2023, the convertible promissory note dated July 26, 2022, originally in the amount of $ 35,000 went through a third conversion

in the amount of $ 8,000 principal and $ 427.40 interest.

The total conversion amounted to 4,986,627 shares and left $ 7,000 principal remaining.

February 13, 2023, the convertible promissory note dated June 28, 2022, originally in the amount of $ 64,250 went through a fourth conversion

in the amount of $ 15,600 principal and 9,750,000 shares leaving $ 2,400 principal remaining.

February 14, 2023, the convertible promissory note dated July 26, 2022, originally in the amount of $ 35,000 went through a fourth and

final conversion in the amount of $ 7,000 principal and $ 383.56 interest.

The total conversion amounted to 5,384,615 .

February 21, 2023, the convertible promissory note dated June 28, 2022 originally in the amount of $ 64,250 went through a fifth and final

conversion in the amount of $ 2,400 principal and $ 3,213 interest.

The total shares converted amounted to 3,507,813 .

February 21, 2023, the Company issued a convertible promissory note in the amount of $ 44,250 bearing interest of 10 % per annum with a

maturity date of one year ( February 21, 2024 ) and has the option to convert into shares of Common Stock any time beginning 180 days following

the date of the Note and ending on the maturity date.

Conversion price is calculated at 65 % of the Market Price (lowest trading price

during the 10-trading day period).

The Company has the right to prepay any time before maturity.

March 15, 2023, the convertible promissory note dated September 12, 2022, originally in the amount of $ 49,250 , went through an initial

conversion in the amount of $ 15,000 principal converting into 9,375,000 shares leaving $ 34,250 principal remaining.

March 20, 2023, the convertible promissory note dated September 12, 2022, originally in the amount of $ 49,250 , went through a second

conversion in the amount of $ 12,200 principal converting into 11,090,909 shares leaving $ 22,050 principal remaining.

On March 27, 2023, the convertible promissory note dated September 12, 2022, originally in the amount of $ 49,250 ,

went through a third conversion in the amount of $ 10,600 principal converting into 11,648,352 shares leaving $ 11,450 principal remaining.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Rainmaker Worldwide Inc.

March 31, 2022

/s/ Michael O’Connor

Worldwide Inc.

April 19, 2023

Michael O’Connor

President, Chief Executive Officer and Interim Chief Financial Officer

Chief Executive Officer and Interim Chief Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Michael O’Connor

March 31, 2022

/s/ James Ross

March 31, 2022

Michael O’Connor

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 9A. Controls and Procedures