What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-19 · 679 added, 779 removed, 708 unchanged (67% of the section changed)

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the 2023 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 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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renewable, independent power and technology companies since September 1991.

Mamdouh Shoukri – Non-Executive Director (Chair of Compensation Committee)

Mamdouh Shoukri – Non-Executive Director

Shoukri serves on the Board of Directors of Canada Foundation for Innovation, an independent not-for-profit organization that invests

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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.

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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for adherence to the Code of Business Conduct and Ethics.

Company has a newly formed compensation committee with two independent board members.

Company’s compensation committee consists of two independent board members.

Any future changes to compensation will be reviewed

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Michael O’Connor (1)

Michael Skinner (2)

Chief Executive Officer

CEO and Executive Chairman

Kelly White (2)

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O’Connor was appointed as the Company’s Chief Executive Officer and Executive Chairman July 2017 for Rainmaker Worldwide

Skinner was appointed as the Company’s Chief Executive Officer January 21, 2020-January 20, 2021.

The fair market value of

the options awarded to Mr.

Skinner was $779,771.

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.

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

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

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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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.

At December 31, 2022, a total of 816,667

had vested and at December 31, 2023 all 1,000,000 had vested.

O’Connor did not receive any compensation for services as director

for the year ended December 31, 2023 or December 31, 2022.

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

compensation for 2024 and beyond.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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,

of March 22, 2024, the Registrant had 499,682,113 shares of common stock issued.

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 22, 2024:

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 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

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 13, 2024.

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 499,682,113 shares outstanding

as of February 13, 2024.

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.

Name and Address of Beneficial Owner

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All Other Fees

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.

for the year ended December 31, 2023 and 2022 relate to M&K CPAS, PLLC, the Company’s auditor.

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

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Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Financial Statement Schedules

consolidated financial statements being filed as part of this Form 10-K are filed in Item 8 of this Form 10-K.

Our financial statements being filed as part of this Form 10-K are filed in Item 8 of this Form 10-K.

All other schedules for

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Report of Independent Registered Public Accounting Firm (Auditor Firm ID 2738 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statement of Cash Flows

Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Stockholders’ Equity (Deficit)

Statement of Cash Flows

Notes to the Financial Statements

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Rainmaker Worldwide, Inc.

(the Company) as of December 31, 2022 and 2021,

and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for

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 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 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.

have audited the accompanying balance sheets of Rainmaker Worldwide, Inc.

(the Company) as of December 31, 2023 and 2022, and the related

statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years in the two-year

period ended December 31, 2023, 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, 2023 and 2022, and the

results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, 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 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.

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 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.

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.

Accordingly, we express no such opinion.

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.

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.

critical audit matter communicated below is a matter arising from the current period audit of the 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 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

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

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have served as the Company’s auditor since 2020.

TX April 19, 2023

Woodlands, TX

WORLDWIDE INC.

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Prepaid expenses

Prepaid expenses – related parties

Total Current Assets

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Total Current Liabilities

Long Term Payables

Convertible notes payable

Total Long Term Payables

Total Liabilities

Mezzanine Equity

Preferred stock - $ 0.001 par value;

stated value $ 1.00 ;

Authorized shares:

150,000 issued and outstanding at December 31, 2023 and nil issued and outstanding at December 31, 2022

Total Mezzanine Equity

Stockholders’ Equity (Deficit)

Common stock - $ 0.001 par value;

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

500,000,000 authorized at Dec 31, 2023 and 2022;

499,682,113 and 160,797,716 outstanding at December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

Stock receivable

Accumulated deficit

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Total Liabilities and Stockholders’ Equity (Deficit)

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

accompanying notes are an integral part of these financial statements.

WORLDWIDE INC.

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Year Ended December 31,

Cost of Goods Sold

General and administrative expense

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( 1,449,659 )

( 1,515,725 )

Other income (expense)

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( 1,773,374 )

Loss from equity investments

Discontinued operations:

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Basic and diluted

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

accompanying notes are an integral part of these financial statements.

WORLDWIDE INC.

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Statements of Stockholders’ Equity (deficit)

Number of stock

Additional paid-in capital ($)

Stock Payable

Accumulated other comprehensive income ($)

Balance, December 31, 2020

Stock Receivable

comprehensive

A Preferred Stock

comprehensive

December 31, 2021

$ ( 70,997,053 )

$ ( 8,870,841 )

Private placements

Conversion of convertible promissory notes

Conversion of convertible

promissory notes

Shares cancelled

( 20,238,606 )

( 1,457,179 )

( 1,477,418 )

Stock-based compensation

Disposition of discontinued operations

Foreign currency translation

Net gain (loss) for the year

gain (loss) for the quarter

( 1,837,611 )

Balance, December 31, 2021

December 31, 2022

( 72,834,664 )

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( 10,300,375 )

Conversion of convertible promissory notes

Shares cancelled

Conversion of convertible

promissory notes

Stock-based compensation

Issuance of Common Stock for

Issuance of Series A preferred

stock for cash

Foreign currency translation

Net gain (loss) for the year

re disposal of foreign subsidiary

gain (loss) for the period

( 1,229,753 )

Balance, December 31, 2022

( 1,229,753 )

December 31, 2023

( 74,064,417 )

( 10,947,316 )

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

( 74,064,417 )

( 10,947,316 )

accompanying notes are an integral part of these financial statements.

WORLDWIDE INC.

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Derivative expense – warrants

Loss from equity investments

Impairment expense

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Customer deposits

Discontinued operations

CASH USED FOR OPERATING ACTIVITIES

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CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of stock

Proceeds from sale of stock-preferred stock payable

Borrowed on convertible debt

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Shares issued for conversion

Shares issued from stock payable

Conversion of AP to convertible notes payable

Receipts of prepaid inventory

Share cancellation

Amendment to convertible note

Divestiture of RWI

Initial derivative discount

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

Nature of Operations, Reverse Merger and Going Concern

accompanying notes are an integral part of these financial statements.

Nature of Operations and Going Concern

of Operations

Worldwide Inc.

(“Rainmaker” or the “Company” or “RAKR”) is a Nevada company which operates Rainmaker

Worldwide Inc.

(Ontario) (“RWI”) with its head office in Peterborough, Ontario, Canada.

The Company distributes two main

types of energy-efficient, fresh water-producing technologies:

(1) Air-to-Water (“AW”), which harvests fresh water from humidity

in the atmosphere, and (2) Water-to-Water (“WW”), which transforms seawater or polluted water into drinking water.

The technology

can use wind, solar, or use conventional power sources (grid or generator), is deployable anywhere, and leaves no carbon trace if renewable

resources are deployed.

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.

(“Rainmaker” or the “Company” or “RAKR”) is a Nevada company which previously operated

Rainmaker Worldwide Inc.

(Ontario) (“RWI”) until March 31, 2023, with its head office in Peterborough, Ontario, Canada.

Company distributes two main types of energy-efficient, fresh water-producing technologies:

(1) Air-to-Water (“AW”), which

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

or polluted water into drinking water.

The technology can utilize wind, solar, or conventional power sources (grid or generator).

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

holds 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.

April 1, 2023, Rainmaker (RAKR) divested a 60 % interest in Rainmaker Worldwide Inc.

(Ontario) (RWI) and continues to hold a 40 % interest.

RWI will be the driver of operations in Canada, the Caribbean, Central America and South America.

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

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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,

with Sphere 3D

July 15, 2020 Sphere 3D Corp.

ANY) announced that it entered into a definitive merger agreement pursuant to which it would have

acquired all the outstanding securities of Rainmaker Worldwide Inc.

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.

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 originally trades on the OTC:Pink under the trading symbol RAKR.

The Company remains an SEC filing company.

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

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

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

The first result of this JDA was achieved in 2023 with a sale

to Turks and Caicos.

Delivery to Turks and Caicos has occurred and commissioning is expected soon.

January 22, 2024, RWI formalized its relationship with Miranda by finalizing the First Phase of the acquisition.

This gives RWI a controlling

interest in Miranda of 60 %.

The remaining shares will be acquired over the course of the next 2 years.

Company has incurred continuing losses from its operations and has an accumulated deficit of $ 74,064,417 .

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raise substantial doubt about the Company’s ability to continue ongoing operations.

These consolidated financial statements do

not include any adjustments that might result from the outcome of these uncertainties.

These financial statements do not include any

adjustments that might result from the outcome of these uncertainties.

Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining

additional financing.

Management’s plans include seeking to procure additional funds through debt and equity financings to enable

Management’s plans include seeking to procure additional funds through debt and equity financing to enable

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

In addition, revenues are being forecasted at the operational

Significant Accounting Policies

of Preparation

consolidated financial statements presented are for the entity Rainmaker and its wholly owned subsidiary, Rainmaker Worldwide Inc.

and Rainmaker Holland B.V.

(“RHBV” Discontinued Operations) as a consolidated entity.

The consolidated financial statements

have been prepared in accordance with United States Generally Accepted Accounting Principles.

preparation of the consolidated financial statements in conformity with United States Generally Accepted Accounting Principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during

the reporting period.

Actual results could differ from those estimates.

financial statements presented are for the entity Rainmaker.

The financial statements have been prepared in accordance with United States

Generally Accepted Accounting Principles (“GAAP”).

preparation of the financial statements, in conformity with GAAP, requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of

the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

results could differ from those estimates.

accounting policies are chosen to ensure the resulting financial information satisfies the concepts of relevance and reliability.

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reporting currency of the Company is the United States dollar.

The financial statements of discontinued operations and the subsidiary

located outside of the United States are measured in their functional currency:

Rainmaker Worldwide Inc.

(Ontario) reports in Canadian

dollars and Rainmaker Holland B.V.

(as Discontinued Operations) reports in Euros.

Monetary assets and liabilities of these subsidiaries

are translated at the exchange rates at the balance sheet date.

Income and expense items are translated using average annual exchange

The financial statements of the subsidiary located outside of the United

States is measured in its functional currency:

Until March 31, 2023, Rainmaker Worldwide Inc.

(Ontario) reported in Canadian dollars.

Monetary assets and liabilities of this subsidiary are translated at the exchange rate at the balance sheet date.

Income and expense

items are translated using average annual exchange rates.

Non-monetary assets are translated at their historical exchange rates.

Translation adjustments are included in accumulated other

comprehensive income in the consolidated balance sheets.

Company acquired intellectual property including know-how and patents in the December 2015 Asset Purchase Agreement whereby Rainmaker

Worldwide Inc.

(Ontario) purchased the assets of Dutch Rainmaker B.V.

(“DRM”) and Wind En Water Technologie Holding B.V.

Commencing January 2016, the Company has amortized the patents and know-how using the average life expectancy of

the patents which is 14 years.

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.

adjustments are included in accumulated other comprehensive income in the balance sheets.

Intangible Assets.

and Equipment

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of Estimated Useful Lives of Property and Equipment

Improvements – lesser of 10 years or lease duration

Leasehold Improvements – lesser

of 10 years or lease duration

Manufacturing

Equipment – 5 years

Furniture & Equipment – 5 years

Demonstration

Equipment – 10 years

Property – 14 years

Software – 5 years

Office Furniture & Equipment – 5 years

Demonstration Equipment –

Intellectual Property – 14 years

Computer Software –

Conversion Features

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.

Financial Instruments

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features

that qualify as embedded derivatives.

derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value

and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

For option-based

simple derivative financial instruments, the Company uses a Monte Carlo simulation model to value the derivative instruments at inception

and subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as

liabilities or as equity, is re-assessed at the end of each reporting period.

Issue Costs and Debt Discount

Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt.

may be paid in the form of cash, or equity (such as warrants).

These costs are amortized to interest expense over the life of the debt.

If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Demonstration

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and adjusted, if appropriate, at the end of each reporting period.

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 two sources of revenue.

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

with a customer is established once an agreement is signed and the initial down payment is received.

Each transaction price is established

in the signed contract.

Unearned revenue is recognized upon receipt of the down payment for the system.

The revenue is recognized once

title of the system transfers to the customer.

The nature of the business of equipment sales implies there is only one performance obligation

which is delivery of the product to the customer.

Our contracts outline each party’s rights and obligations including the terms

and timing of payments.

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.

Company generates its revenue through the direct sales of water production and purification systems.

A contract with a customer is established

once an agreement is signed and the initial down payment is received.

Each transaction price is established in the signed contract.

revenue is recognized upon receipt of the down payment for the system.

The revenue is recognized once title of the system transfers to

the customer.

The nature of the business of equipment sales implies there is only one performance obligation, which is delivery of the

end product to the customer.

Our contracts outline each party’s rights and obligations including the terms and timing of payments.

Another source of revenue is in exchange for operating, maintenance and professional services to these joint ventures.

That revenue is

recognized in the period it is earned.

June 2018, the FASB issued guidance clarifying the revenue recognition and measurement issues for grants, contracts, and similar arrangements,

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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.

grants and contracts 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.

recognized at December 31, 2023 and December 31, 2022 are $ 78,912 and nil , respectively.

Party Transactions

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model with assumptions based on historical experience and future expectations.

Retirement Obligation

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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to which such costs relate.

The Company does not defer amounts on its year-end consolidated balance sheets with respect to marketing

The Company does not defer amounts on its year-end balance sheets with respect to marketing

Advertising costs are expensed as incurred.

280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for the way that public

business enterprises report information about operating segments in the Company’s consolidated financial statements.

segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief

Executive Officer in deciding how to allocate resources and assess performance.

The Company has reportable segments in the United States,

Canada and The Netherlands (discontinued operations).

of Segment Reporting

United States

Europe-discontinued operations

United States

Europe-discontinued operations

United States

Europe-discontinued operations

preparation of financial statements in conformity with Generally Accepted Accounting Principles of the United States requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of expenses during the year.

Management bases its estimates

on historical experience and on other assumptions considered to be reasonable under the circumstances.

However, actual results may differ

from the estimates.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of expenses during the year.

Management bases its estimates on historical experience and on other assumptions

considered to be reasonable under the circumstances.

However, actual results may differ from the estimates.

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.

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,

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 July 1, 2027.

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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The production cost of inventory includes an appropriate

proportion of depreciation and production overheads based the ratio of indirect vs.

proportion of depreciation and production overheads based on the ratio of indirect vs.

direct costs.

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be at risk of loss.

For purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities of

90 days or less to be cash equivalents.

For the purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities

of 90 days or less to be cash equivalents.

As of December 31, 2023, 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.

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

June 30, 2017, Gold and Silver Mining of Nevada, Inc.

held unsecured, matured and past due convertible notes payable of $ 235,495 .

the date of the Merger, the above convertible notes payable amount was recognized on the Company’s balance sheet.

On July 3, 2017,

$ 180,500 of the convertible notes payable was forgiven and recorded as debt forgiveness in the statement of operations.

following summarizes the above notes including notes forgiven:

note of $ 24,500 – the $ 24,500 was forgiven on July 3, 2017.

note of $ 100,000 with interest at 15 % p.a.

- $ 75,000 of these notes was forgiven on July 3, 2017.

The remaining $ 25,000 was held

by three different parties in the following amounts:

$ 8,200 , $ 8,750 and $ 8,050 .

note of $ 90,000 with interest at 15 % p.a.

- $ 81,000 of these notes was forgiven on July 3, 2017.

note of $ 20,995 with interest at 15 % p.a.

– this note was settled on January 31, 2018 in exchange for 50,000 shares of stock

at $ 0.42 per stock (See note 9).

of the above notes were convertible at $ 0.001 per stock.

the Merger, $ 13,100 of the convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total of

13,100,000 shares of common stock as per the terms of the notes.

May 14, 2020, $ 100 of convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total of 100,000

shares of common stock as per the terms of the notes.

June 15, 2020, $ 2,783.53 of convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total

of 2,783,530 shares of common stock as per the terms of the notes.

June 29, 2020, $ 3,333.30 of convertible notes payable was converted into stock at a conversion price of $ 0.001 per stock for a total

of 3,333,302 shares of common stock as per the terms of the notes.

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.

The note was interest

bearing at a rate of 12 % interest per annum with no interest payments due until maturity and convertible into shares of the Company’s

Common Stock at a fixed price of $ 0.35 per share.

The holder of the note was issued 100,000 shares of common stock in lieu of set-up

fees and interest for the term of the loan which was discounted against note in the amount of $ 25,000 , the market value of the shares

issued on the date of the note.

The Company evaluated the note for a beneficial conversion feature at the date of issuance noting that

there was no BCF related.

The note was in default from July 10, 2018 through January 20, 2019 and thus in addition to the above 12%,

the Company accrued penalty interest at the rate of 1.5% per month as per the terms of the note .

exchange for the above note dated May 10, 2018, the holder advanced the Company an additional $ 75,000 and the Company issued a new note

on January 21, 2019 in the amount of $ 307,219 which included accrued interest in the amount of $ 32,219 and was due on April 20, 2019 .

The new note is interest bearing at a rate of 15 % interest per annum with no interest payments due until maturity and convertible into

shares of the Company’s Common Stock at a fixed price of $ 0.05 per share.

The note also contained a bonus conversion feature which

states that if the holder exercises their option to convert, then the holder will be able to convert 115% of the principal and accrued

interest on the date of conversion .

The conversion feature expired July 9, 2019 and was not exercised.

The Company evaluated the note

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

The note is secured by a general pledge

As part of the restructuring completed March 31, 2021, this loan and all accrued interest was transferred to Rainmaker Holland

(see note on Discontinued Operations).

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

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

The notes matured on November

24, 2020, having an interest rate of 3 % per annum and were convertible prior to maturity at $ 0.33 per share.

These existing notes and

accrued interest were rolled into a Senior Secured Convertible Promissory Note in an agreement signed September 14, 2020, and are now

deemed to be cancelled.

Prior to the notes being rolled into the Senior Secured Convertible Promissory Note, the Company had received

As of December 31, 2021, the Company received a further $ 65,000 for a total of $ 820,000 of the original notes.

The funds received

during 2021 were recognized as Other Income.

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 .

On March 4, 2021, these notes were converted into 14,276,922

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

Convertible Notes Payable are defined below.

$ 8,200 convertible note that came into the Company through the July 3, 2017 merger.

On July 26, 2022, this note required derivative treatment.

On December 31, 2023, the derivative value of this note was $ 19,717 .

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 (1), and the principal and interest on the existing note issued August 4, 2020, in the amount of $ 150,000 (2).

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

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

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

On September 14, 2023, an amendment to this loan was

signed agreeing to roll the accrued interest to date of $ 918,154.10 into the principal amount resulting in total principal of $ 4,024,050.82

(the “New Principal Amount”).

The maturity date has been extended to March 14, 2024.

On July 26, 2022, this note required

derivative treatment.

On December 31, 2023, the derivative value of this note was $ 160,740 .

February 7, 2022, the Company issued a convertible promissory note in the amount of $ 55,000 bearing interest of 10 % per annum with a

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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

During Q3, 2022, the investor fully

converted this note including accrued interest of $ 2750 into 6,109,361 common shares.

The conversions were within the terms of the agreement

and no gain or loss was recognized on the conversions.

March 11, 2022, the Company issued a 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 maturity.

During Q3, 2022, the investor 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

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

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

4 unchanged sentences

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.

The Agreement was signed on June 28 th

and ultimately funded on July 6, 2022.

During Q1, 2023, the principal amount of this note ($ 64,250 ) plus all accrued interest ($ 3212.50 )

was fully converted into 35,554,822 common shares.

This note had an Original Issue Discount of $ 4,250 and as of February 21, 2023, it

was fully amortized.

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

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

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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.

During Q1, 2023, the principal amount of this

note ($ 35,000 ) plus all accrued interest ($ 1,822.47 ) was fully converted into 17,916,870 common shares.

This note had an Original Issue

Discount of $ 2,500 and as of February 13, 2023, it was fully amortized.

The conversions were within the terms of the agreement and no

gain or loss was recognized on the conversions.

September 12, 2022, the Company issued a convertible promissory note in the amount of $ 49,250 bearing interest of 10 % per annum with

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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.

During Q1, 2023,

there were conversions totaling $ 37,800 leaving a principal balance of $ 11,450 .

These conversions converted into 32,114,261 common shares.

During Q2, 2023, the remaining principal balance and accrued interest were converted into 17,639,140 shares.

This note had an Original

Issue Discount of $ 4,250 and as of May 22, 2023, it was fully amortized.

The conversions were within the terms of the agreement and no

gain or loss wase recognized on the conversions.

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

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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.

During Q2, 2023, this

note including accrued interest was fully converted into 82,282,838 shares.

This note had an Original Issue Discount of $ 4,250 and as

of June 20, 2023, was fully amortized.

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

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

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

of the Market Price (lowest trading price during the 10-trading day period).

The Company has the right to prepay any time before the

During Q3, 2023, this note went through conversions reducing the principal amount by $ 44,230 ,

converting into 95,152,107 common

This note had an Original Issue Discount of $ 4,250 and

as of December 31, 2023, it is fully amortized.

During Q4, 2023, the remaining principal amount of the note in the amount of $ 20 and

accrued interest of $ 2,213 were converted into 5,724,359 common shares.

The conversions were within the terms of the agreement and

no gain or loss was recognized on the conversions.

May 8, 2023, the Company issued a convertible promissory note in the amount of $ 21,000 bearing

interest of 12 %

per annum with a

maturity date of one year ( May

8, 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 61 %

of the Market Price (lowest trading price during the 20-trading day period).

The Company has the right to prepay any time before

This note had an Original Issue Discount of $ 5,000

and as of December 31, 2023, $ 3,247

has been amortized.

As of December 31, 2023, $ 9,875

was converted into 12,500,000

common shares.

The remaining principal balance of the note is $ 11,125 .

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

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.

liabilities – Convertible Notes

Q3, 2022, the convertible debt issued February 7, 2022, March 11, 2022, June 28, 2022 and July 26, 2022 became eligible for conversion

on August 6, 2022, September 7, 2022, December 25, 2022 and January 22, 2023 respectively.

The Company engaged a third-party consultant

to determine the fair value of the convertible notes at the end of each quarter.

The 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 terms of the related notes.

Since the issuance of the convertible notes mentioned above, four

more convertible notes were issued (as discussed in Note 3) for a total of eight of which seven are fully converted and debt discount

fully amortized.

The total derivative liabilities associated with these notes eligible for conversion at December 31, 2023 was $ 8,978

and $ 76,621 at December 31, 2022.

The Company’s debt discount relating to these convertible notes amounted to $ 7,207 at December

31, 2023 and the Company recorded interest expense for the amortization of the discount in the amount of $ 8,302 at December 31, 2023.

The Company recorded a change in the value of embedded derivative liabilities expense of $ 1,632 for the three months ended December 31,

2023 ($ 5,737 year to date).

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

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$ 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.

At December 31, 2023, the derivative liability

value of these notes was $ 180,457 and represents a decrease in fair value of $ 201,208 since December 31, 2022.

On December 31, 2022,

the derivative liability value of these notes was $ 381,664 .

liabilities – Warrants

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31, 2022 of $ 44,324 for warrants.

On December 31, 2023, a gain on derivative liabilities was recognized in the amount of $ 16,153 leaving

a fair value of $ 18,705 for warrants at December 31, 2023.

of Derivative Liabilities and Fair Value

Derivative liabilities (fair value)

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

Mark-to-market

Ending Balance

Convertible Notes Payable, Related Parties

April 18, 2019, the Company entered into a convertible loan agreement with an entity that is controlled by an officer of the Company.

This loan agreement was for the aggregate amount of $ 351,865 .

The loan was repayable on December 31, 2020 , had an interest of rate of

15 % per annum and was convertible into shares of common stock at $0.05 per share prior to or after maturity.

The Company evaluated the

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

This loan is secured by a general

pledge on the assets of the Company.

As part of the restructuring completed March 31, 2021, this loan and all accrued interest was transferred

to Rainmaker Holland B.V.

(see note on Discontinued Operations).

As a result, the Company bears no responsibility for financial obligations

under this loan.

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

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

As part of the restructuring completed March

31, 2021, $ 11,980 of these notes and all corresponding accrued interest was transferred to Rainmaker Holland B.V.

(see note on Discontinued

Operations) and on May 13, 2021, $ 3,300 plus accrued interest was repaid leaving the principal balance of these promissory notes at $ 13,516

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.

notes dated November 6, 2016 with a principal amount of $ 13,516 are due and bear interest of 5 % and are payable on demand.

Accrued interest

to December 31, 2023 on these notes is $ 5,468 .

2017 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 by converting into loans that bear interest of 4 %.

$ 60,000 principal

and accrued interest of $ 15,071 remains.

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

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 .

This related party

will, from time to time, as necessary, lend the Company money on a short-term basis without charging interest.

At December 31, 2022,

the Company owed this party $ 10,081 .

This amount has been repaid during Q2, 2023 and the balance owing as of December 31, 2023 remains

Other Loans Payable

January 25, 2019, the Company entered into a loan agreement for $ 351,865 with an interest rate of 10 % per annum.

This loan is secured

by a general pledge on the assets of RHBV.

On October 9, 2020, $ 175,933 principal was repaid.

The remaining principal of $ 175,932 and

accrued interest was due February 1, 2021 .

It was agreed to extend this due date and, as part of the restructuring completed March 31,

2021, this loan and all accrued interest became the full responsibility of Rainmaker Holland B.V.

(see note on Discontinued Operations).

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

August 4, 2020, the Company entered into a loan agreement for $ 150,000 bearing an interest rate of 10 % per annum.

Principal and interest

were due and payable on the earlier of the closing of the merger agreement with Sphere 3D (see Note 1) or February 28, 2021.

1, 2020, this loan and accrued interest were rolled up into the Senior Secured Convertible Promissory Note described in Note 3 and is

now deemed to be cancelled.

City Development Fund (“SOFIE”) in Rotterdam, The Netherlands, is an initiative of the municipality of Rotterdam and is made

possible through funds from the European Regional Development Fund.

The SOFIE fund was created in the summer of 2013 with the goal of

making the Rotterdam City Ports more attractive to new entrepreneurship.

The Company was approved on October 26, 2015, for a loan in

the amount of $ 1,223,000 ( 1,000,000 (EUR) comprised of loans of EUR 300,000 and EUR 700,000 ) and bears interest at a rate of 6.5 % compounded

The EUR 700,000 was payable over 60 months and the EUR 300,000 payable over 18 months.

The first drawdown of the note occurred

on March 1, 2016, with the entire EUR 1,000,000 subsequently being drawn down.

Due to Company cash flow deficiencies, the loan moved

to an interest only payable status commencing July 1, 2018 to January 1, 2020.

SOFIE has agreed to allow the Company to continue to make

interest only payments until January 1, 2021.

Both loans now mature January 1, 2025 and was recorded as long-term portion of $ 799,874

and the short-term portion of $ 233,877 , a total of $ 1,033,751 principal remaining.

As part of the restructuring completed March 31, 2021,

this loan and all accrued interest became the full responsibility of Rainmaker Holland B.V.

(see note on Discontinued Operations).

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

February 2, 2021, the company entered into a short-term loan agreement in the amount of $ 50,000 at an annual interest rate of 5 % and

due February 1, 2022 .

On December 1, 2021, the parties agreed to add a conversion feature to this note with terms to be determined before

February 2, 2022, however, it was subsequently agreed to remove this conversion feature and extend the due date to February 2, 2023.

It was agreed to extend the due date to February 2, 2023.

By mutual agreement, the note was extended for an additional

term of six months and therefore would expire August 2, 2023 .

The terms and conditions remained the same with the exception of a change

in the interest rate from 5 % to 12 %.

During Q2, 2023, the principal portion of this loan was repaid leaving only accrued interest owing

in the amount of $ 6,694 .

As of December 31, 2023, this accrued interest remains outstanding.

Intellectual Property

December 21, 2015, the Company, through its subsidiary, RWI, agreed to purchase the intangible assets of WWT/DRM, companies incorporated

in Netherlands.

WWT/DRM developed and exclusively owned all necessary know-how, patents, patent applications and technology allowing

for the manufacture and commercial sale of water treatment and processing systems using renewable energy.

This know-how and technology,

at the time, was collectively known as the Dutch Rainmaker system.

The resultant products remain the basis for the Company to deliver

WaaS to its customers.

The original purchase price in 2015 included stock and future royalty obligations based on sales of equipment.

The Company evaluated the Intellectual Property for impairment as of December 31, 2020, and determined a full impairment was necessary.

As part of the restructuring completed March 31, 2021, any obligation under the original agreements became the full responsibility of

RHBV who, in turn, issued shares in RHBV to satisfy these obligations (see Note 18 on Discontinued Operations).

of the filing, the Company holds no intellectual property.

Property and Equipment

Demonstration

equipment is stated at cost less accumulated depreciation and any recognized impairment loss.

Cost includes the original purchase price

of the asset and any costs attributable to bringing the asset to its working condition for its intended 10-year useful life.

Company has created demonstration equipment to allow it to show a working version of its technology and equipment to customers and organizations.

The demonstration equipment was completed in September 2017 therefore the Company commenced depreciation in the 4th quarter of 2017.

for the demonstration equipment is at a rate estimated to write off the cost of the equipment less its estimated residual value by an

equal annual amount over its expected useful life.

The residual value and expected useful life of the demonstration equipment is reviewed

and adjusted, if appropriate, at the end of each reporting period.

The depreciation period for the Company’s demonstration equipment

part of the restructuring, Demonstration Equipment remains with RHBV and is included in assets of discontinued operations.

for full details.

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.

Company may have demonstration equipment to allow it to show a working version of its technology and equipment to customers and organizations

in the future.

Demonstration equipment is stated at cost less accumulated depreciation and any recognized impairment loss.

include the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended

Depreciation for the demonstration equipment would be at a rate estimated to write off the cost of the equipment less its

estimated residual value by an equal annual amount over its expected useful life.

The residual value and expected useful life of the

demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period.

The Company does not currently

have any demonstration equipment but could in the future.

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 common stock

with a par value of $ 0.001 per share and 1,000,000 shares are preferred stock (see Note 17) with a par value of $ 0.001 per share.

December 31, 2023, 499,682,113 common stock was issued and outstanding.

The following table details the number of common stock issued:

of Common Stock

Schedule of Common Stock

Number of Stock

Balance, December 31, 2021

Private placements

Conversion of convertible promissory notes

Shares cancelled

( 20,238,606 )

Balance, December 31, 2022

Conversion of convertible promissory notes

Shares cancelled

Common shares issued for acquisition

Balance, December 31, 2023

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

for details).

March 4, 2021, the Company issued a total of 14,276,922 restricted shares as settlement of various debts.

(See Note 3 for details).

March 31, 2021, as part of the restructuring agreement, 20,238,606 shares were returned to the Company and subsequently cancelled.

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.

14 unchanged sentences

(See Note 3 for details).

January 9, 2023, the Company issued 5,769,231 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

January 26, 2023, the Company issued 3,229,505 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

February 2, 2023, the Company issued 7,500,000 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

February 3, 2023, the Company issued 4,316,123 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

February 7, 2023, the Company issued 9,027,778 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

February 8, 2023, the Company issued 4,986,627 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

February 13, 2023, the Company issued 9,750,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

February 14, 2023, the Company issued 5,384,615 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

February 21, 2023, the Company issued 3,507,813 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

March 15, 2023, the Company issued 9,375,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

March 20, 2023, the Company issued 11,090,909 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

March 27, 2023, the Company issued 11,648,352 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

April 24, 2023, the Company issued 12,235,294 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

May 22, 2023, the Company issued 5,403,846 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

May 25, 2023, the Company issued 13,076,923 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

June 5, 2023, the Company issued 13,728,814 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

June 9, 2023, the Company issued 14,491,525 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

June 14, 2023, the Company issued 15,192,307 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

June 16, 2023, the Company issued 15,192,307 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

June 20, 2023, the Company issued 10,600,962 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

September 5, 2023, the Company issued 17,203,389 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

September 12, 2023, the Company issued 18,076,923 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

September 21, 2023, the Company issued 19,000,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

September 26, 2023, the Company issued 19,897,436 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

September 27, 2023, the Company issued 20,974,359 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

October 3, 2023, the Company issued 5,724,359 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

November 6, 2023, the Company issued 40,000,000

shares for the consideration of $ 24,000 to acquire 40 %

Payment was received after December 31, 2023 and therefore recorded as

Stock receivable.

December 12, 2023, the Company issued 12,500,000 shares upon 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 $ 1,607,896 (2022:

$ 1,261,984 ).

to other related party payables in Notes 5 and 6.

Company entered into an agreement regarding Royalties Payable in 2020, however, as part of the restructuring completed March 31, 2021 ,

the Company no longer bears any responsibility for financial obligations under this agreement.

See further discussion in Note 18.

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

4 unchanged sentences

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

to December 31, 2023.

April 1, 2023 Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc.

(Ontario) (RWI) and continues to hold a 40% interest.

RAKR will retain management participation and is entitled to retain one out of four board seats .

On November 6, 2023, the Company issued 40,000,000

shares to RWI (a related party) to finalize the Miranda acquisition.

See Note 9 above.

Shares were valued at $ 48,000 on the date of signature

of the agreement with RWI to affect that acquisition so the difference of $ 24,000 was recorded as stock-based compensation.

Commitments and Contingencies

4 unchanged sentences

uncertain, and management’s view of these matters may change in the future.

April 27, 2018, the Company located a judgement dated August 8, 2016 against six Defendants including a former subsidiary of the Company

April 27, 2018, the Company identified a judgement dated August 8, 2016 against six Defendants including a former subsidiary of the Company

as well as a predecessor of the Company as currently named and constituted.

1 unchanged sentence

An appeal was filed on November 9, 2016 by the previous management.

A decision on the appeal was rendered on June 22, 2018, and the

original judgement was upheld.

A decision on the appeal was rendered on June 22, 2018 and the original

judgement was upheld.

As a result, the Company has recorded a contingent liability of $ 4,423,910 as of December 31, 2023 (2022:

3 unchanged sentences

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

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

The Company, at this time, holds no inventory but may in the future.

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

5 unchanged sentences

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

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

Company’s 2017 Equity Incentive Plan (the “Option Plan”) was established to attract, retain, incentivize and motivate

officers and employees of, consultants to, and non-employee directors providing services to the Company and its subsidiaries and affiliates

and to promote the success of the Company by providing such participating individuals with a proprietary interest in the performance

of the Company.

Effective July 3, 2017, at the time of completion of the Merger, the Board adopted the Option Plan under which up to

twenty percent of the outstanding shares of common stock of the Company (“Shares”) may be reserved for the issuance of options

to purchase Shares (“Options”).

The previous Option Plan was administered by the Board, which has all of the powers necessary

to enable it to carry out its duties under any Option Plan, including the power and duty to construe and interpret any Option Plan and

to determine all questions arising under it.

Under the Option Plan, “Eligible Individuals” includes officers, employees,

consultants, advisors and non-employee directors providing services to the Company and its subsidiaries and affiliates.

In the future,

the Board will determine which Eligible Individuals will receive grants of options.

July 3, 2017, in fulfillment of conditions contained in the share exchange agreement and other contracts, the Board authorized the grant

of the following Options:

Options to four individuals who are officers and/or directors as compensation for the termination of certain RWI stock option rights;

these options are fully vested, expire on July 2, 2022 and are exercisable at a price of $ 0.15 per Share;

Options to seven individuals who are officers and/or directors or contractual service providers;

one third of these Options vested

on July 3, 2017 while the balance vest monthly over a period of 24 months;

they have a term of 5 years and are exercisable at a price

of $ 0.15 per Share;

Options to a director;

100,000 of these Options vested on July 3, 2017 while the balance vest monthly over a period of 24 months;

they have a term of 5 years and are exercisable at a price of $ 0.25 per Share;

Options to an officer;

150,000 of these options vested on October 10, 2017;

283,334 vested on January 13, 2018 and the balance vest

monthly over a period of 24 months thereafter;

they have a term of 5 years and are exercisable at a price of $ 0.25 per Share.

Options to a contractual service provider;

one third of these options vested on July 4, 2017;

the balance vest monthly over a period

of 24 months thereafter;

they have a term of 5 years and are exercisable at a price of $ 0.15 per Share.

Options to a contractual service provider;

one third of these options vested on July 4, 2017;

the balance vest monthly over a period

of 24 months thereafter;

they have a term of 5 years and are exercisable at a price of $ 0.15 per Share.

Options to a contractual service provider;

one third of these options vested on July 4, 2017;

the balance vest monthly over a period

of 24 months thereafter;

they have a term of 5 years and are exercisable at a price of $ 0.25 per Share.

Options to a contractual service provider;

250,000 exercisable at $ 0.15 per Share (the “Initial Grant”) and 1,000,000

exercisable at $ 0.25 per Share (the “Second Grant”) both have a term of 5 years.

One half of the Initial Grant ( 125,000 )

vested on January 15, 2018;

the remaining ( 125,000 ) of the Initial Grant vest and are exercisable monthly, pro-rata over the 18 month

period ( 6,945 per month) commencing January 15, 2018.

One third of the Second Grant ( 333,333 ) vested and are exercisable on January

the remaining 666,667 from the Second Grant vest and are exercisable monthly, pro-rata over the 24-month period commencing

January 15, 2018.

Options to the five members of the Company’s Strategic Advisory Board;

vesting monthly commencing July 3, 2017 over a period

of 24 months, have a 5 -year term and are exercisable at a price of $ 0.40 per Share.

Options to a contractual service provider;

333,333 of these options vested on February 15, 2018;

the balance vest monthly over a

period of 24 months thereafter;

they have a term of 5 years and are exercisable at a price of $ 0.25 per Share.

February 15, 2018, the Board authorized the grant of 500,000 options to a newly appointed Director of the Board;

100,000 vested on

February 15, 2018 with the remainder vesting monthly over a period of 24 months with a term of 5 years and exercisable at a price

of $ 0.25 per Share.

April 15, 2018, the Board authorized the grant of 500,000 options to a newly appointed Director of the Board;

100,000 vested on April

15, 2018 with the remainder vesting monthly over a period of 24 months with a term of 5 years and exercisable at a price of $ 0.25

September 30, 2019, the Board of Directors approved the immediate vesting of all remaining options resulting in the immediate recognition

of the of the remaining option expense.

January 2020, all holders of options agreed to waive their right to exercise the above options.

January 22, 2020, the Company entered into a three -year consulting agreement with a third party for consulting and business development

The contract includes 75,000,000 warrants as follows:

exercisable at $ 0.20 per warrant, effective January 22, 2020

exercisable at $ 0.30 per warrant, effective January 22, 2021

exercisable at $ 0.40 per warrant, effective January 22, 2022

December 22, 2020, the Company terminated this agreement thereby cancelling the 2 nd and 3 rd warrant blocks.

The first tranche of 25,000,000 remain in effect under the same conditions and expiring January 21, 2023 .

January 21, 2020, the Company entered into a three-year consulting agreement with a company controlled by its new CEO.

included 3,600,000 warrants with an exercise price of $ 0.20 vesting in equal amounts commencing the effective date of the contract.

On December 31, 2020, this contract was terminated.

The warrants vested immediately, and the exercise price was amended to $ 0.10 .

As well, the Company granted an additional 500,000 warrants which vested immediately at an exercise price is $ 0.10 .

All expire December

October 1, 2020, the Company entered into a consulting agreement with an Advisor which granted warrants in full compensation for

It included 13,500,000 warrants at an exercise price of $ 0.30 expiring October 1, 2023 and of 15,000,000 warrants at an

exercise price of $ 0.15 expiring October 1, 2025 .

April 1, 2021, the Company granted 4,100,000 options as part of an amendment to an Executive Consultant’s contract;

options vest per month commencing April 1, 2021, with a term of 5 years and exercisable at a price of $ 0.10 per Share.

December 20, 2021, the Company granted 1,000,000 options as compensation for two new Board Members.

100,000 options vested immediately

for each of the two board members and the remaining options vest over maximum of two years , with a term of 5 years and exercisable

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, 2022, the Company

recorded stock option expense of $ 136,492 .

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

Stock Options

order to compensate members of the board and executives, the following stock options have been granted, vesting as described.

Effective 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.

For the period ended December

31, 2022, the Company recorded a stock option expense of $ 136,492 .

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, 2023, the Company recorded stock option

expense of $ 108,581 .

Schedule of Warrants and Options

Warrants and Options

To Dec 31, 2022

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

of Share-based Payment Award Stock Options Valuation Assumptions

To December 31, 2023

Schedule of Share-Based Payment Award Stock Options Valuation Assumptions

The assumptions used in the Company’s Black Scholes

option pricing is as follows:

$ 0.0172 -$ 0.0646

Exercise Price

$ 0.10 -$ 0.30

Number of Options Granted

5 unchanged sentences

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, 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.

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

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, 2023, the Company’s deferred tax assets relate to net operating loss (“NOL”) carry-forwards 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, 2023, the Company had federal net operating loss carry-forwards,

which are available to offset future taxable income, of $ 5,765,793 .

The Company’s NOL carry-forwards can be carried forward to

offset future taxable income for a period of 20 years for each tax year’s loss.

These NOL carry-forwards begin to expire in 2037.

No provision was made for federal income taxes as the Company has significant NOLs in the United States.

All of the Company’s income

tax years remained open for examination by taxing authorities .

Schedule of Effective Income Tax Rate Reconciliation

Year ended December 31

( 1,229,753 )

4 unchanged sentences

( 1,175,067 )

( 2,196,097 )

Deferred Tax Asset:

3 unchanged sentences

Discontinued Operations

March 31, 2021, the Company, including Rainmaker-Ontario, came to an agreement with Rainmaker Holland B.V.

(“RHBV”), Dutch

Rainmaker B.V.

and Wind en Water Technologie Holding B.V.

These companies were considered related parties on that date due to stock ownership

of more than 10 %.

The parties agreed to an exchange of contractual obligations, debt owed, an exchange of shares 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.

These initiatives were taken subsequent to the mutual decision among the parties to cancel the Sphere 3D Asset

Purchase Agreement (see Note 1, “Merger with Sphere 3D”).

After the termination of that agreement, the Company and RHBV decided

to restructure to optimize and broaden access to capital markets.

The Company and RHBV, as mutual shareholders in each other’s

companies, continue to pursue the mission and objective of providing low-cost water to communities and commercial entities in need of

water solutions.

Schedule of Disposition of Discontinued Operations

Change to APIC for Disposition of Discontinued Operations

Notes Payable moved to RHBV

Accrued Interest on Notes Payable

Royalties Payable moved to RHBV

Elimination of Intercompany Loans

Return Common Shares for Cancellation ( 20,238,606 )

Accumulated Losses of Discontinued Operations

Total change to APIC for Disposition of Discontinued Operations

April 1, 2023, the Company came to an agreement to divest 60 % of Rainmaker Worldwide Inc., the private Ontario based company (a shell

with no significant assets or liabilities), leaving RAKR with a 40 % ownership in this company.

The resultant Financial Statements, in

accordance with ASC 205-20-45-1E, reflect the impact of this restructuring of the Company.

The restructuring was executed to facilitate

the fully funded development of the North American market.

This includes Rainmaker and Miranda products as per the Joint Development

Agreement described herein (see Note 1 Nature of Operations under Ongoing Partnerships).

The value as of December 31, 2023, of the Company’s

40 % interest in Rainmaker Worldwide Inc.

(Ontario) is nil.

This value will be reevaluated post the conclusion of the Miranda transaction

as part of the first quarter filing.

Mezzanine Equity

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 common stock (see Note

9) with a par value of $ 0.001 per share and 1,000,000 shares are preferred stock with a par value of $ 0.001 per share.

May 23, 2023, a Certificate of Designation was executed designating 150,000 Preferred Stock as a new class of Preferred Stock designated

Series A Preferred Stock.

The total face value of this entire series is one hundred and fifty thousand dollars ($ 150,000 ).

of Series A Preferred Stock has a stated face value of $ 1.00 and is convertible into shares of fully paid and non-assessable shares of

common stock of the Company at $ 0.0006 per share when common stock becomes available for issuance.

holder of Series A Preferred Stock have the following rights:

1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK:

share of Preferred Stock shall be entitled to a monthly fixed dividend of 1.5 % of the original purchase price of such share (the “Monthly

Dividend”), payable in cash or, at the option of the Company, in shares of Restricted Common Stock, as determined by the Board

of Directors.

The Monthly Dividend shall be calculated based on the original purchase price of the Preferred Stock and shall be paid

on a monthly basis, with the first payment due one month following the Closing Date and continuing until the earlier of the redemption

of the Preferred Stock or the conversion of such shares into shares of Common Stock;

amount of the Monthly Dividend payable in shares of Restricted Common Stock shall be based on the volume-weighted average price (“VWAP”)

of the Common Stock over the 30-day period ending on the last trading day of the month preceding the payment date.

The number of shares

of Restricted Common Stock to be issued in payment of the Monthly Dividend shall be determined by dividing the amount of the Monthly

Dividend payable in shares of Restricted Common Stock by the VWAP;

Company may, in its sole discretion, elect to pay the Monthly Dividend in cash or in shares of Restricted Common Stock, subject to the

provisions of this Agreement.

If the Company elects to pay the Monthly Dividend in cash, it shall be paid on or before the fifteenth

day of each calendar month, beginning with the month following the Closing Date.

If the Company elects to pay the Monthly Dividend in

shares of Restricted Common Stock, such shares shall be issued on or before the fifteenth day of each calendar month, beginning with

the month following the Closing Date, subject to the limitations set forth herein.

APPROVAL ON COMMON AND PREFERRED SHARE DILUTION:

share of Preferred Stock shall be entitled to approval rights on any future dilution of the Common Stock or Preferred Stock of the Company,

subject to the terms and conditions set forth herein.

In connection with any proposed issuance of Common Stock or Preferred Stock that

would result in a dilution of the existing Common Stock or Preferred Stock of the Company, the Company shall provide written notice to

the holders of Preferred Stock (the “Holders”) no less than ten (10) days prior to the proposed issuance, including the proposed

terms of such issuance;

Holders shall have the right to approve or reject the proposed issuance, such approval not to be unreasonably withheld and taking into

consideration the financial situation of the Company at the time of the requested dilution.

The Company shall not issue any Common Stock

or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company without the approval

of the Holders, except as provided herein.

Nothing in this Section shall prohibit the Company from issuing any shares of common stock

upon the exercise or conversion of currently outstanding securities;

the Holders approve the proposed issuance, the Company shall use its best efforts to issue and deliver the Common Stock or Preferred

Stock within ten (10) business days of such approval.

If the Holders reject the proposed issuance, the Company may not issue any Common

Stock or Preferred Stock on the proposed terms, unless and until the proposed terms are revised to the satisfaction of the Holders.

proposed issuance that is not approved by the Holders shall be deemed a breach of this Agreement;

approval rights set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock,

(ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the Holders.

OPTION TO APPOINT DIRECTORS:

holder of Preferred Stock shall be entitled to the right to appoint up to three (3) directors to the Board of Directors of the Company.

The right to appoint directors shall be subject to the terms and conditions set forth herein;

a holder of Preferred Stock wishes to exercise their right to appoint directors, they shall provide written notice to the Company no

less than thirty (30) days prior to the date of the Company’s annual meeting of stockholders.

The notice shall identify the individuals

proposed to be appointed as directors and shall include all information required to be disclosed under applicable law;

Company shall use its best efforts to ensure that the individuals proposed to be appointed as directors are duly elected to the Board

of Directors at the annual meeting of stockholders.

If the Company fails to cause the individuals proposed to be appointed as directors

to be duly elected, then the Company shall take such actions as may be necessary or appropriate to ensure that such individuals are appointed

as directors;

right to appoint directors set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding

Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority

of the outstanding shares of Preferred Stock.

RIGHT TO AUTHORIZE A ROLLBACK OF COMMON SHARES

holder(s) Preferred Stock shall have the right to authorize a rollback of common shares of the Company in accordance with the terms and

conditions set forth herein.

For the purposes of this section, a “rollback of common shares” shall mean a reverse stock split

or any other transaction or series of transactions that reduces the number of outstanding common shares of the Company;

the event that the holder(s) of Preferred Stock wish to authorize a rollback of common shares, they shall provide written notice to the

Company of their intention to do so.

Such notice shall identify the proposed terms of the rollback, including the ratio of common shares

to be exchanged for each new share;

Company shall use its best efforts to carry out the rollback in accordance with the terms set forth in the notice.

If the Company is

unable to carry out the rollback as proposed, it shall promptly notify the holder(s) of Preferred Stock and negotiate with them in good

faith to reach an agreement on the terms of the rollback;

right to authorize a rollback of common shares set forth herein shall terminate upon the earliest of (i) the conversion or redemption

of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the

holders of a majority of the outstanding shares of Preferred Stock.

the event that the Company puts forth a proposal to effect a reverse stock split of the Company’s Common Stock, the holders of

the Preferred Stock shall have the right to vote 50.1 % of the amount of shares on such proposal.

BUYBACK TRIGGER AND INVESTOR’S OPTION TO TAKE OWNERSHIP OF EQUITY

Preferred Stock shall have a Buyback trigger based on the following conditions.

The Preferred Stockholders have the right to demand/receive

cash if any of the following happen.

To date, no such demands have been made:

RAKR is no longer SEC compliant;

RAKR is no longer publicly traded on an OTC exchange;

Any breach of the conditions (a-g);

On the 24-month anniversary of the subscription, or with an extension mutually agreed by RAKR and the holder(s) of Preferred Stock.

any of the above triggers occur and RAKR fails to repurchase the Preferred Stock within 60 days of the occurrence of such trigger, the

holder(s) of the Preferred Stock shall have the right to exercise an option to take ownership of the Ontario Rainmaker Worldwide Common

Share equity owned by RAKR, subject to the following conditions:

The option to take ownership of the equity must be exercised within 60 days of the expiration of the repurchase period described above;

The value of the equity to be transferred to the holder(s) of Preferred Stock shall be equal to the aggregate principal amount of the

Preferred Stock outstanding at the time of exercise of the option;

The transfer of the equity shall be subject to any applicable laws and regulations, including without limitation any securities laws

and regulations.

RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK

holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$ 600,000 worth

of common stock of the Company at a price of US$ 0.0006 per share, reflecting a discount to market price at the time of signing this agreement

of 50 % and/or convert the Preferred Stock with the same conversion terms as above.

exercise of these rights are subject to the following terms and conditions:

Availability of Shares:

The purchase of common stock by the holder of the Preferred Stock shall be contingent upon the Company making

such shares available for issuance.

Purchase Notice:

When common stock becomes available for issuance, the holder of the Preferred Stock shall provide a written notice to

the Company indicating their intent to exercise their right to purchase the common stock.

The notice shall specify the desired number

of shares to be purchased, not exceeding the US$ 600,000 limit.

Purchase Price:

The purchase price per share shall be US$ 0.0006 , reflecting a discount to market price of 50 % at the time of signing

this agreement.

Payment Terms:

The holder of the Preferred Stock shall remit the full payment for the purchased common stock within a specified timeframe

determined by the Company.

Transfer of Shares:

Upon receipt of the full payment, the Company shall transfer the purchased common stock to the holder of the Preferred

Stock, and the stock certificates or electronic equivalents shall be issued accordingly.

The right to purchase common stock is subject to applicable laws, regulations, and the Company’s Articles of Incorporation

Voting Rights.

Series A Holder shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted

to the stockholders and their approval shall be required to effect such action.

In the event that the Company determines to put forth

a proposal to its stockholders to effect a reverse split of its outstanding Common Stock, the Series A holder shall have the right to

such number of votes as shall equal 50.1 % of the voting stock of the Company.

of May 26, 2023 the Company received $ 150,000 for 150,000 shares of Series A Preferred Stock.

These shares were issued July 20, 2023.

of December 31, 2023 and December 31, 2022, the Company had 150,000 shares of Series A Preferred Stock outstanding and none , respectively,

and recorded as mezzanine at face value of $ 150,000 due to certain default provisions requiring mandatory cash redemption that are outside

the control of the Company.

Subsequent Events

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.

January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives

and management of the Company totaling $ 326,833 .

These notes are convertible subject to share availability and have a conversion rate

of $ 0.001389 ( 70 % of the 30-day Volume Weighted Average Price preceding the date of the note).

To further alleviate the payables burden

on the Company, executives agreed to, and the Company issued, three long-term promissory notes totaling $ 640,000 with an interest rate

of 10 % due upon maturity with a two -year term.

Conversions are possible upon mutual consent with a set conversion rate of $ 0.001389 ,

same as above, if over the long term the Company cannot satisfy these obligations.

For the avoidance of doubt, any issued shares or debt

that has the potential for conversion would be subject to the limitations of SEC rules regarding trading restrictions of affiliates.

January 8, 2024, the Board of Directors repriced the outstanding options for executives, directors and former management to reflect

an exercise price of 70 % of the 30-day Volume Weighted Average Price prior to this date, equating to $ 0.001389 .

Any shares issued upon

redemption of options will be subject to trading restrictions.

January 8, 2024, the Board of Directors granted 6,600,000 fully vested options to the Company’s CEO at an exercise price of

70 % of the 30-day Volume Weighted Average Price prior to this date, equating to $ 0.001389 .

These options are the first options granted

to the CEO who forewent this compensation in the past for the benefit of the Company.

The CEO is now in alignment with executive management

compensation.

January 15, 2024, the Company received payment in the amount of $ 24,000 from Rainmaker Worldwide Inc.-Ontario (RWI), for the 40,000,000

shares issued in November, 2023 which was part of the Company’s contribution to the acquisition of Miranda.

January 16, 2024, the Company received $ 420,000 from an investor in exchange for the issuance of 420,000 preferred shares.

January 16, 2024, the Company entered into a loan agreement with Rainmaker Worldwide Inc.-Ontario (RWI) where the Company lent RWI $ 400,000 .

To date, $ 12,000 principal has been paid back to the Company.

January 22, 2024, the Miranda shares were transferred to Rainmaker Worldwide Inc.-Ontario (RWI) and the first stage of the acquisition

transaction was completed.

The Company retains a 40 % share in RWI.

January 23, 2024, the Company agreed to settle the outstanding balance of a convertible promissory note through a payment plan to be

completed by March 15, 2024.

Including all interest and the remaining principal of $ 11,125 , it was agreed the Company would pay $ 14,800

in full settlement of the remaining portion of the convertible promissory note.

As of the date of this filing, this note and interest

owing are fully paid.

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.

Worldwide Inc.

Rainmaker Worldwide Inc.

April 1, 2024

Michael O’Connor

Chief Executive Officer and Interim Chief Financial Officer

President, 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.

Michael O’Connor

April 1, 2024

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