What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-04-19 · 87 added, 121 removed, 128 unchanged (62% of the section changed)

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and executive management expertise of Dutch Rainmaker B.V.

RWI is a wholly owned subsidiary of the Company.

was originally started by Piet Oosterling as a technology company focused on delivering decentralized water solutions to water scarce

regions in the world.

In his lifetime, Mr.

Oosterling wrote and commercialized over 400 patents.

His wealth of knowledge and expertise

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

On March 31, 2023, the Company sold a 60% interest in

RWI leaving the Company, with a 40% interest going forward.

RWI in turn finalized the purchase of a 60% interest Miranda Environmental

and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc.(“Miranda”).

The remaining 40% of the Miranda shares will be acquired over a maximum two-year period.

RWI is now focused on business development activities

in North, South and Central America along with the Caribbean.

We are implementing projects going forward using proprietary technology

of Rainmaker Holland B.V.

The Company now owns 12% ownership interest in RHBV.

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

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of $235,495 were recognized on the Company’s balance sheet.

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.

The Company trades on the OTC:

Pink under the symbol RAKR.

July 15, 2020, Sphere 3D Corp.

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

Worldwide Inc., and its business model would focus on WaaS.

Rainmaker management would have assumed operational leadership of the combined

The transaction was subject to completion of an equity financing, or series of financings, for a minimum of US$15 million at

a share price to be mutually agreed prior to closing and such other customary regulatory and shareholder approvals, including the approval

Closing was originally expected to occur prior to December 31, 2020, but was subject to extension to February 28, 2021, under

certain circumstances if mutually agreed by the parties.

As part of this process, Sphere 3D agreed to advance US$1.85 million to Rainmaker

by way of a secured convertible note for Rainmaker to sustain multiple growth initiatives.

The funds were used to fulfill recent contracts

and expand its equipment production capacity.

This note remains payable and is presented in RAKR’s financial statements.

various transactional and regulatory complications the agreement was ultimately terminated on February 12, 2021 and was subsequently

announced publicly.

Worldwide Inc., and its business model would have focused on Water-as-a-Service (“WaaS”).

Rainmaker management would have

assumed operational leadership of the combined entity.

The transaction was subject to completion of an equity financing, or series of

financings, for a minimum of US$15 million at a share price to be mutually agreed prior to closing and such other customary regulatory

and shareholder approvals, including the approval of NASDAQ.

Closing was originally expected to occur prior to December 31, 2020, but

was subject to extension to February 28, 2021, under certain circumstances if mutually agreed by the parties.

As part of this process,

Sphere 3D agreed to advance US$1.85 million to Rainmaker by way of a secured convertible note for Rainmaker to sustain multiple growth

The funds were used to fulfill recent contracts and expand its equipment production capacity.

This note remains payable

and is presented in RAKR’s financial statements.

Due to various transactional and regulatory complications the agreement was ultimately

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

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

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

The Company retains a 12% ownership stake in RHBV.

RAKR retains access to the technology based

on a cost-plus formula.

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

(1) Air-to-Water (“AW”),

which harvests fresh water from humidity and heat in the atmosphere, and (2) Water-to-Water (“WW”), which transforms seawater

or polluted water into drinking water.

The technologies can be wind driven, solar based, or can use conventional power sources, such

as grid or generator.

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

which harvests fresh water from humidity and heat in the atmosphere, and (2) Water-to-Water (“WW”), which transforms the

full range of wastewater to contaminated water using a combination of the Company’s technologies with the now broadened product

portfolio thanks to the acquisition of Miranda.

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

on business development, market research, technology research and development activities.

The Company, on a consolidated basis, had total

The Company had total

assets of $43,038, as of December 31, 2022.

As of December 31, 2022, net assets were $43,038, reflecting the impact of restructuring

in connection with the previously held RHBV.

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

will aid us in facilitating the future expected financing needs of the Company.

Furthermore, 20,238,606 shares of common stock were returned

to the corporate treasury in exchange for the cancelation of royalty agreements and all obligations therein.

As of December 31, 2023, net assets were $30,725.

present, the Company executes consulting agreements with experienced executive personnel and senior advisors.

Sales are heavily

Future sales will be heavily

driven by independent distributors and project developers.

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

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

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

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

inventory ($219,701)).

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

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

The losses in 2022 have been reduced by 33% compared

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

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

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

which remains on the balance sheet as related party payables.

The Company has suffered recurring losses from operations, negative

cash flows from operating activities and has limited resources or revenues to cover its operating costs.

Due to a lack of sales, a

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

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

The Company’s auditor’s

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

The Company had $78,912 in revenue for the year ending December 31, 2023 and

no revenue for the year ending December 31, 2022 and had net losses of $1,218,908 and $1,837,611 for the years ended December 31, 2023

and 2022, respectively.

The losses in 2023 have been reduced by 34% compared to 2022.

The 2023 losses are driven by operating expenses,

the first important component being the cost associated with maintaining the Company’s listing and current filing status with the

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

the majority of which remains on the balance sheet as related party payables.

The Company has suffered recurring losses from operations,

negative cash flows from operating activities and has limited resources or revenues to cover its operating costs.

The Company’s

auditor’s report for 2023 stated that there was substantial doubt about the Company’s ability to continue as a going concern.

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

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

impacts globally.

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

to deliver projects.

Measures being introduced at various levels of government to curtail the spread of the virus (such as travel restrictions,

closures of non-essential municipal and private operations, imposition of quarantines and social distancing) had a material impact on

the Company’s operations.

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

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

three years ago.

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

to travel and implement projects.

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

to deliver products to market.

As a global corporation, the economic effects for the

Company were substantial and there are still lingering economic impacts globally.

the world, fresh water is unevenly distributed.

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(AW) – Harvests fresh water from airborne humidity by using advanced heating and cooling technologies.

Water-to-Water

(WW) – Transforms contaminated water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable

process called Multi-Effect Membrane Distillation.

Water-to-Water (WW) –

Transforms contaminated water (saltwater, sewage, polluted) into safe, clean water by using environmentally sustainable processes.

operating efficiency of these technologies allows us to provide customers with clean water at a price that is highly competitive relative

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We substantially out-perform peer competitors because we can deploy remotely where the water is consumed

and using up to 50% less power than those same competitors.

and use up to 50% less power than those same competitors.

The compact and scalable systems for AW and WW enable decentralized deployment,

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technology solutions and can be powered by solar, wind, or grid electricity, or a combination of power sources.

They can produce roughly

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

in remote locations, the principal source of supply is bottled water.

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where this water is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research.

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

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

The market for distilled water supported

in part by WW-based technology, which is essential to more specialized industrial or commercial activities, is expected to increase margins

significantly.

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

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

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

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JV structures which maximize value to all stakeholder-parties.

The Rainmaker delivery systems are to be installed by entering into contracts

with local third-party experts that are typically Heating, Ventilation and Air Conditioning (“HVAC”) experts.

The Rainmaker delivery systems are installed by our team and serviced

by entering into contracts with local third-party experts that are trained in the technology.

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

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and commercial entities.

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

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

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

reside in Ankara, Turkey.

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

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

They have been delivering systems for more than

ten years across 40 countries globally.

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

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

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

This was a non-binding agreement allowing for standard

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

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

force until May 30, 2023.

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

The most significant agreement to date was with Miranda.

The Miranda distribution agreements formed in 2023

have now been formalized with the acquisition of Miranda in January of 2024.

and Miranda’s combined technologies are part of the Company’s long-term technological integration strategy.

Miranda has been

delivering systems for more than ten years across 40 countries globally.

As a result, their global experience is invaluable to Rainmaker

and Rainmaker shareholders.

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

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billion people around the globe lack safe drinking water.

While high-income countries only treat 70% of wastewater, low-income countries

While high-income countries treat 70% of wastewater, low-income countries treat

With the world’s population expected to reach 9 billion by 2038, the global need is indisputably high.

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expansion is or will be in the very areas that are already suffering from the problem of water scarcity.

above analysis points to a global market for water that is extraordinarily immense.

Today, the annual global water market for all purposes

and uses is $650 billion and is expected to expand to $1 trillion by 2025.

above analysis points to a global market for water that is very large.

In 2015, the annual global water market for all purposes and uses

was $650 billion and it is expected to expand to $1 trillion by 2025.

RobecoSAM Study (2015, June).

the market of

Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70%

of that global level of demand.

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

RHBV in turn has built a global supply chain

for its components.

Should RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple technologies

of different sizes and types.

the market of the

Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of

that global level of demand.

stated previously, our principal suppliers for the Company’s technologies to be deployed will either be RHBV or Miranda.

RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple alternative sources of technologies.

The Company now has access to an impressive suite of water purification technologies by virtue of its acquisition of Miranda.

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

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are global, abundant, and highly competitive so as to ensure the lowest cost per liter.

See Business Model in Item 7.

Company and RWI will continue to seek relationships with other technologies in the market that are complementary to our collective offering.

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

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of demand for water at a reasonable price per liter.

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

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

Accordingly, on a global basis, we do not believe competitive conditions will thwart our ability to produce long-term, corporate

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we will pursue them in due course.

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

within countries.

One example is First Nations in Canada where there is an ongoing and desperate shortage of safe drinkable and general-purpose

RWI, RAKR’s 40% owned subsidiary, will begin to seek Subsidies and Incentives as it is now majority

Canadian shareholder owned.

One example is First Nations in Canada where there is an ongoing and desperate shortage of safe drinkable

and general-purpose water.

time, RAKR will seek international subsidies and incentives through its deployment of technology in underserved countries and particular

communities within countries.

have indirect access to considerable intellectual property assets as a consequence of our partial ownership of and various partnerships

We believe that this allows us to maintain an edge in the competitive process from a technology and economic cost perspective.

with RHBV and Miranda.

We believe that this allows us to maintain a competitive edge.

Executive and Consulting Resources

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Currently we have distribution partners with global reach.

services are provided by Sichenzia Ross Ference LLP since November 2017.

services have been provided by Sichenzia Ross Ference LLP since November 2017.

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

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

What changed 10-K

Item 1. Business