What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-04-19 · 109 added, 161 removed, 181 unchanged (60% of the section changed)

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We are implementing these projects using proprietary

technology of our former subsidiary based in the Netherlands, Rainmaker Holland B.V.

The Company retains a 12%

ownership stake in RHBV.

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

technology of Rainmaker Holland B.V.

(“RHBV”) in which the Company has a 12% ownership stake.

RAKR retains access to the

technology based on a cost-plus formula.

Worldwide Inc.

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the Ontario Business Corporations Act to finance and commercialize patented technology and to consolidate the assets, intellectual property,

and executive management expertise of Dutch Rainmaker B.V.

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.

and executive management expertise of DRM.

RAKR retains a 40% interest in RWI following an investment from financial partners to affect

the acquisition of Miranda.

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.

As a result of the Merger, the Company trades on the OTC:

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 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.

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 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 is based in Peterborough, Ontario, Canada.

RHBV, DRM and WWT.

These companies were considered related parties on that date by virtue of stock ownership exceeding 10%.

agreed to an exchange of contractual obligations, debt owed, and shares of common stock in full settlement of all obligations among the

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.

and RHBV, as mutual shareholders in each other’s company, continue to pursue the mission and objective of providing low-cost water

to communities and commercial entities in need of water solutions.

The Company retains a 12% ownership stake in RHBV.

Company is headquartered in Peterborough, Ontario, Canada.

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

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are deployed.

Company’s current and ongoing focus is to use the two Rainmaker technologies discussed above or other complementary technologies

acquired or licensed by the Company.

This focus shall be administered by forming joint venture partnerships (“JV”).

if not all cases, RAKR expects to have ownership stakes in JVs.

Ownership percentages will typically be determined by the relative contribution

of the stakeholders.

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

We have an AW machine being tested in the Netherlands and

expect delivery by Q3 2023.

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

Company has generated no 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

January 22, 2024, RWI, a 40% subsidiary of RAKR, finalized the acquisition of Miranda.

The first payment of one million USD together

with 40 million RAKR common shares was paid to the shareholders of Miranda.

This provides RWI with controlling interest of Miranda initially

at 60% of Miranda common stock holdings.

The remaining two million USD is to be paid no later than 2 years from the closing date of January

22 nd , 2024.

Miranda is coming into 2024 after having a solid year of results in 2023 delivering projects in Iraq and Fiji

among others.

RWI and RAKR are actively marketing their solutions in Canada, US, Mexico, the Caribbean, Central America and South America.

The expanded product portfolio will assist in market entry opportunities for Miranda and RAKR products alike, bringing revenue and value

to all of the companies.

Approach to Sales and Marketing

Company’s ongoing focus will be to pair Rainmaker technologies with those of Miranda and their affiliate partners.

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 had total

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

As of December 31, 2021, net assets were $344,341, reflecting the impact of restructuring

in connection with the previously held RHBV.

The ultimate effect of the restructuring has 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.

June 29, 2022, the Company held a Special Meeting of Stockholders that confirmed majority vote was achieved.

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stock to 500,000,000 and the establishment of 1,000,000 preferred shares.

Broker Non-Votes

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 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.

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 an environmentally sustainable process.

the acquisition of Miranda and RAKR’s own technology we have multiple options to purify wastewater.

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

where the water is consumed and using up to 50% less power than those same competitors.

The compact and scalable systems for AW and WW

enable decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport.

AW and WW are both cost-effective technology solutions and can be powered by solar, wind, or grid electricity, or a combination of power

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.

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

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

in which water is distributed directly to the consumption site with no expensive piping or truck transport.

AW and WW are both cost-effective

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

They can produce roughly

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

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.

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.

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

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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

The most significant agreement to date is with Miranda.

January 22, 2024, RWI finalized the acquisition of Miranda (RAKR owns 40% of RWI).

Miranda has 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.

On 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.

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

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

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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.

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

Complementary

and supplemental technology (i.e., bottling, pre-post wastewater treatment, mineralization solutions, and renewable energy) – suppliers

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

stated previously, our principal suppliers for the core technologies to be deployed are Miranda and RHBV.

Should RHBV not supply the

appropriate scale of technology required by a project, RAKR has identified multiple technologies of different sizes and types.

acquisition of Miranda, we now have complementary technology that we expect to deliver in 2024 to diversify the Rainmaker business model.

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

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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 an edge in the competitive process from a technological and economic

cost perspective.

of Operations for the Years ended December 31, 2023 and 2022

was $0 for the years ended December 31, 2022 and December 31, 2021.

was $78,912 and $0 for the years ended December 31, 2023 and December 31, 2022, respectively.

and Administrative Expenses

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Stock-based compensation expense included in general and administrative expense

and administrative expenses, including stock-based compensation, for the year ended December 31, 2022 decreased $1,829, compared to the

same period in 2021.

This minor decrease primarily relates to (1) a decrease of $519,000 in consulting fees, (2) marketing and advertising

decreased $17,273, and (3) rent expense reduced by $12,364 due to the reduction in our commitment of our office lease.

These decreases

were offset by the following increases to expense categories;

stock-based compensation increased $347,922, general and administrative

expenses increased $194,210 due to the impairment of inventory at December 31, 2022 ($335,000) and travel $4,676).

Excluding stock-based

compensation, general and administrative expenses decreased $349,751

and administrative expenses, including stock-based compensation, for the year ended December 31, 2023 decreased $890,724, compared to

the same period in 2022.

This decrease primarily relates to (1) a decrease of $493,133 in general and administrative expenses, (2) stock-based

compensation decreased $277,590, (3) consulting expense reduced by $83,417, and (4) marketing and advertising decreased by $48,811.

decreases were offset minimally by an increase in travel.

Excluding stock-based compensation, general and administrative expenses decreased

and Capital Resources

to other development stage companies, our products have yet to generate revenue.

to other development stage companies, our products have yet to generate significant revenue.

As a result, we have historically suffered

recurring losses and we do not have required cash resources to fully execute our business plans.

However, we have completed the

assembly of three machines, which, after a review for impairment at December 31, 2023, have been removed from inventory.

these machines can be converted into cash flow and will be appropriately reflected under US GAAP at such time as they are

transferred to prospective clients.

recurring losses and we do not have the required cash resources to fully execute our business plans.

Historically,

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These funds were raised during various stages

of the company and allowed us first to develop a commercial ready product and as soon as logistics and supply chains allow, deliver these

products into identified projects and begin to generate revenue.

The Company has sustained losses from operations in each fiscal year

since our inception, and we expect losses to continue for the indefinite future.

As of December 31, 2022 and December 31, 2021, the Company

had an accumulated deficit of approximately $73 million and $71 million, respectively, and stockholders’ equity of approximately

$(10.3) and $(8.9) million, respectively.

As of December 31, 2022, the Company had approximately $7 thousand in cash.

of the company and allowed us first to develop a commercially ready product and as soon as logistics and supply chains allow, deliver

these products into identified projects and begin to generate revenue.

The Company has sustained losses from operations in each fiscal

year since our inception, and we expect losses to continue for the indefinite future.

As of December 31, 2023 and December 31, 2022,

the Company had an accumulated deficit of approximately $74 million and $73 million, respectively, and stockholders’ equity of

approximately $(10.9) and $(10.3) million, respectively.

As of December 31, 2023, the Company had approximately $131 in cash.

Company recognizes the need to raise additional capital in order to continue to execute its business plan in the future.

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stock compensation.

Note 2 to our condensed consolidated financial statements for a discussion of our significant accounting policies.

Note 2 to our condensed financial statements for a discussion of our significant accounting policies.

Issued Accounting Standards Not Yet Effective or Adopted

Until December 31, 2021, the Company evaluated embedded conversion features

within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated

from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.

If the conversion

feature did not require derivative treatment under ASC 815, the instrument was evaluated under ASC 470-20 Debt with Conversion and Other

Options for consideration of any beneficial conversion features.

On January 1, 2022 the Company adopted ASU 2020-06 using the modified

retrospective method and reviewed and calculated the impact on the outstanding financial instruments as of this adoption date concluding

there was no impact.

December 31, 2021, the Company evaluated embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to

determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative

at fair value with changes in fair value recorded in earnings.

If the conversion feature did not require derivative treatment under ASC

815, the instrument was evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion

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.

and Qualitative Disclosures About Market Risk

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 7. Management’s Discussion and Analysis