−Removed: in our common stock involves risks.
−Removed: Each of these risks as well as other risks and uncertainties not presently known to us or that we
−Removed: currently deem immaterial could adversely affect our business, results of operations, cash flows and financial condition and cause the
−Removed: value of our common shares to decline, which may result in the loss of part or all of your investment.
−Removed: Related to our Business
−Removed: has a limited commercial operating history, which makes the evaluation of its future business prospects difficult.
−Removed: Company has recently commercialized its business to deploy its technologies using AW and WW and partner products and services.
−Removed: Consequently,
−Removed: the Company has limited operating history and an unproven marketing and sales strategy.
−Removed: Our primary activities to date have been the
−Removed: research and development of intellectual property and technology assets and identifying prospective global clients that management believes
−Removed: would operationalize our technologies.
−Removed: As such, we may not be able to achieve positive cash flows and our lack of operating history makes
−Removed: evaluation of our future business and investment prospects difficult.
−Removed: The Company’s success is dependent upon the successful development
−Removed: and implementation of suitable water projects and establishing its water production technology capabilities in a variety of complex environmental
−Removed: crises worldwide.
−Removed: Any future success that we might achieve will depend upon various factors, including factors beyond our control that
−Removed: cannot be predicted at this time.
+Added: Investing in our common stock involves risks.
+Added: of these risks and uncertainties not presently known to us or that we currently deem immaterial could adversely affect our business, results
+Added: of operations, cash flows and financial condition and cause the value of our common shares to decline, which may result in the loss of
+Added: part or all of your investment.
+Added: Risks Related to our Business
+Added: RAKR has a limited commercial operating history,
+Added: which makes the evaluation of its future business prospects difficult.
+Added: The Company has recently commercialized its business
+Added: to deploy its technologies and partner products and services.
+Added: Consequently, the Company has limited operating history and an unproven
+Added: marketing and sales strategy.
+Added: We may not be able to achieve positive cash flows and our lack of operating history makes evaluation of
+Added: our future business and investment prospects difficult.
+Added: The Company’s success is dependent upon the successful development and implementation
+Added: of suitable water projects and establishing its water production technology capabilities in a variety of complex environmental crises
+Added: Any future success that we might achieve will depend upon various factors, including factors beyond our control that cannot
+Added: be predicted at this time.
These factors may include but are not limited to:
−Removed: conditions in the areas we serve;
−Removed: economies of the countries in which we conduct business;
−Removed: relationships with the governments, water utility, and/or companies we serve;
−Removed: regulatory matters of the countries in which we conduct business;
−Removed: ability to successfully enter new markets;
−Removed: in or increased levels of competition in the water sector;
−Removed: market price of and the uses for water in an international landscape.
−Removed: independent registered public accounting firm has issued an unqualified opinion on our financial statements with a “going concern”
−Removed: independent registered public accounting firm’s opinion on our Fiscal 2023 financial statements has a “going concern”
−Removed: explanatory paragraph.
−Removed: Such an opinion may make parties reluctant to extend trade credit to us or raise capital and thereby make it more
−Removed: difficult for us to conduct our business operations.
−Removed: In addition, such an opinion from the independent registered public accounting firm
−Removed: may also make third parties reluctant to do business with us or to invest funds in our company, thereby raising difficulties for us in
−Removed: the conduct of our business.
−Removed: new to commercialization, the Company is unable to predict future revenues which makes an evaluation of its business speculative.
−Removed: of the Company’s current business focus, lack of operating history, early-stage marketing strategy, its ability to accurately forecast
−Removed: revenues is difficult.
−Removed: Future variables to the Company’s strategy are related to the market for water itself;
−Removed: the price of water
−Removed: in international markets;
−Removed: and the creation and maintenance of a significant and reliable customer base.
−Removed: To the extent we are unsuccessful
−Removed: in establishing our business strategy and generating revenues, we may be unable to appropriately adjust spending in a timely manner to
−Removed: compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue-generating
−Removed: activities, either of which could have a material adverse effect in our business, results of operations, and overall financial condition.
−Removed: expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses,
−Removed: which could delay or prevent RAKR from achieving profitability.
−Removed: our business grows and expands, RAKR expects to have substantial planned expenses in order to facilitate and maintain strategic distribution
−Removed: channels and key relationships.
−Removed: We expect our cost of revenues, business development, marketing, sales, operational, general, and administrative
−Removed: expenses to continue to increase.
−Removed: If revenues do not increase to correspond with these increased expenses or if outside capital is not
−Removed: secured, there may be a material adverse effect on our business, cash flow, and overall financial condition.
−Removed: the Company fails to raise additional external capital to fund its business growth and project development, the Company’s business
−Removed: We anticipate the need for significant amounts of financial capital to meet the needs of the Company.
−Removed: The Company will attempt
−Removed: to raise such funds through the future issuance of stock or debt instruments in the capital markets.
−Removed: However, there is no assurance that
−Removed: we will be successful in raising sufficient additional capital, and there can be no assurance that external financing will be available
−Removed: If adequate funds are unavailable or unavailable on acceptable terms, our ability to fund the Company’s marketing and sales
−Removed: efforts, global projects, potential expenditures in relation to strategic opportunities, and possible corporate responses to existing
−Removed: or unexpected competitive pressures would be significantly limited.
−Removed: Such limitation could have a material adverse effect on our business
−Removed: and overall financial condition.
−Removed: funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate
−Removed: certain rights to the rights of new investors or creditors.
−Removed: expect to raise additional funds by engaging in equity and/or debt financing transactions if capital providers supply the desired amount
−Removed: of financial capital on the basis of terms we believe reasonable to provide for working capital needs, finance the acquisition of capital
−Removed: assets, and carry out business development efforts in the best interest of existing shareholders.
−Removed: Any sales of additional equity and/or
−Removed: convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial.
−Removed: Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled
−Removed: to various preferential rights over the holders of our Common Stock, including repayment of their investment, and possibly additional
−Removed: amounts, before any payments could be made to holders of our Common Stock in connection with an acquisition of the Company.
−Removed: additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights
−Removed: and the value of our Common Stock and would have to be repaid from future cash flow before there would be any return to investors.
−Removed: June 29, 2022 the Company increased its authorized capital to 500,000,000 and established one million preferred shares of which 150,000
−Removed: have been issued.
−Removed: business will depend on certain key RAKR personnel and suppliers, the loss of which would adversely affect our chances of financial success.
−Removed: Company’s success depends to a significant extent upon the continued service of its senior management, key executives and consultants.
−Removed: We do not have “key person” life insurance policies on any of our officers or other employees.
−Removed: The loss of the services of
−Removed: any key members of senior management, and other key personnel, or our inability to retain high quality subcontractors and/or suppliers
−Removed: would have a material adverse effect on our business and operating results.
−Removed: may be unable to implement our Business Strategy.
−Removed: Company’s business strategy is to commercialize our technologies that management believes may have significant humanitarian and
−Removed: commercial application, thereby affecting corporate value for the benefit of equity holders.
−Removed: The Company’s business strategy includes
−Removed: developing a global marketing and sales network, and there is no assurance that we will be able to successfully identify and/or develop
−Removed: commercial partners for our products.
−Removed: In addition, even if we identify and/or develop commercial partners, distributors, and/or JVs,
−Removed: the time and cost of developing these relationships or otherwise obtaining local permits and guidelines, may exceed our expectations,
−Removed: or, when developed, the amount of water available may fall significantly short of expectations, which may provide a lower return on investment
−Removed: or a loss to the Company.
−Removed: have a limited customer base and network of distribution partners.
−Removed: the past year we have entered into various discussions with international partners, distributors, and agents that are prepared to deploy
−Removed: our technologies.
−Removed: Nonetheless, we have not yet established a significant customer base.
−Removed: While we believe our projects will have a significant
−Removed: impact on global water markets, and, as a result, reflect positively on the Company’s performance, an inability to attract customers
−Removed: and/or an incapacity to deliver our projects in a timely and cost-effective manner would have an adverse effect on our potential revenues
−Removed: from and growth of our business.
−Removed: is a highly regulated industry.
−Removed: is subject to extensive regulation by country, state and municipal regulatory authorities.
−Removed: Federal and state statutes regulate quality
−Removed: standards, safety, handling procedures, and other environmental protection controls as well as the rights of end users.
−Removed: We will strive
−Removed: to verify that our water quality will comply with all known safety and environmental standards and regulations applicable to such countries
−Removed: in which we are conducting business.
−Removed: We have extensive in-house knowledge of World Health Organization water quality standards, and we
−Removed: will seek local partners who we believe are operating in best-efforts compliance with all safety and environmental standards and regulations
−Removed: applicable to delivering water to the end consumers.
−Removed: However, there can be no assurance that our compliance efforts could be challenged
−Removed: or that future changes in federal, state and/or municipal laws, regulations or interpretations thereof will not have a material adverse
−Removed: effect on our ability to establish and sustain operations or adversely affect the operations of our partners.
−Removed: technology we decide to deploy may require certifications before being deployed in certain global territories.
−Removed: technology we use to deploy may require certain certifications before being implemented in certain international territories.
−Removed: in the case of the United States our deployed technology must be certified by the United States Environmental Protection Agency, under
−Removed: the Safe Drinking Water Act (“SDWA”) to meet certain standards in order to be certified for use in large government projects.
−Removed: While the technology expected to be deployed by the Company is certified in certain territories, there is no assurance as to if and/or
−Removed: when such certifications will be obtained in new territories we are expecting to enter and sell into.
−Removed: Supplemental technologies –
−Removed: bottling, mineralization and pre-post treatment — will be chosen only if they have already been certified.
−Removed: are exposed to risks in connection with legal liability claims associated with water quality in the event that the water delivered results
−Removed: in injury or damage.
−Removed: a consumer of our produced or purified water was ill affected from a health perspective by the water quality the Company could be exposed
−Removed: to legal liability.
−Removed: The Company in all cases will use every tool necessary and practically available to limit any such risk.
−Removed: face competition in our market space.
−Removed: competition in AW and WW technology is limited.
−Removed: Until recently, smaller remote on-site solutions have not been cost-competitive compared
−Removed: to alternatives, but that has changed.
−Removed: At the present time, we are aware of other companies that produce AW and/or WW technologies.
−Removed: the extent that future technological advance in the market results in pricing pressures, and the possibility that that will affect the
−Removed: Company’s ability to increase its market share, we may face an adverse effect on our business, operating results, and overall financial
−Removed: At such time, the Company will consider its technological options accordingly.
−Removed: will incur increased costs and may have difficulty attracting and retaining qualified directors and executive officers as a result of
−Removed: becoming a public company.
−Removed: has become a public “reporting company” with the US Securities and Exchange Commission (“SEC”).
−Removed: As a public reporting
−Removed: company, we will incur significant legal, accounting, reporting and other expenses not generally applicable to a private company.
−Removed: also will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002
−Removed: as well as other rules implemented by the SEC.
−Removed: We expect these rules and regulations to increase our legal and financial compliance costs
−Removed: and to make some activities more time-consuming and costly.
−Removed: We also expect these rules and regulations to make it more difficult and
−Removed: more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and
−Removed: As a result, we may experience difficulty attracting and retaining qualified individuals to serve on our board of directors
−Removed: or as executive officers.
−Removed: significant number of the Company’s outstanding shares remain with resale restrictions however we have 392,559,425 (78.6%) shares
−Removed: in the public float.
−Removed: shares of the Company’s common stock issued in the 2017 were issued and designated as “restricted” or “control”
−Removed: shares as defined in Rule 144 under the Securities Act and are subject to resale restrictions.
−Removed: Consequently, these shares were not able
−Removed: to be freely sold at the time unless registered under the Securities Act of 1933 or sold pursuant to an available exemption under Rule
−Removed: As of March 22, 2024, approximately 392,559,425 shares of the Company’s common stock, held by non-affiliate stockholders are
−Removed: eligible for resale pursuant to Rule 144 without resale restrictions.
−Removed: This represents approximately 78.6% of the total issued and outstanding
−Removed: shares of stock.
−Removed: While this remains a risk factor the number of shareholders and the percent of tradeable shares suggest a functioning
−Removed: market for the Company’s shares.
−Removed: Cybersecurity
−Removed: many companies face real threats of cybersecurity, the Company does not rely heavily on IT infrastructure to conduct its day-to-day business.
−Removed: From time to time, the Company’s limited IT systems are upgraded with the necessary security protocols recommended by the Company’s
−Removed: IT consultant.
−Removed: We do not rely heavily on IT systems to store sensitive information that would have an adverse effect on the Company’s
−Removed: market liquidity may make it difficult to sell our stock.
−Removed: is currently a public market for our common stock with volumes that have been variable over time, and we can give no assurance that there
−Removed: will always be a market with substantial liquidity, nor can we give assurance that the market for our stock will develop sufficiently
−Removed: to create significant market liquidity and/or stable market prices in the future.
−Removed: A stockholder may find it difficult or impossible to
−Removed: sell shares of our common stock on the public market because of the limited number of potential buyers at any time and/or because of
−Removed: fluctuations in our market price.
−Removed: In addition, the shares of our common stock are not eligible as a margin security, and lending institutions
−Removed: may not accept our common stock as collateral for a loan.
−Removed: do not anticipate paying any dividends in the foreseeable future, which may reduce the return on your investment in our common stock.
−Removed: date, the Company has not paid any cash dividends on its common stock and does not anticipate paying any such dividends in the foreseeable
−Removed: Payment of future dividends will depend on earnings and our capital requirements and our debt facilities and other factors considered
−Removed: appropriate by our Executive Officers and Directors.
−Removed: There is no assurance that we will, at any time, generate sufficient profits or
−Removed: surplus cash that would be available for distribution as a dividend to the holders of our common stock.
−Removed: Our current plans are to use
−Removed: any profits that we may generate to fund our ongoing marketing, sales, and operations.
−Removed: Therefore, any return on your investment would
−Removed: be derived from an increase in the price of our stock, which may or may not occur.
−Removed: is an active but variable trading market for our common stock making our stock vulnerable to significant price and volume fluctuations.
−Removed: is currently an active trading market for our common stock, which is quoted and traded on the OTC:
−Removed: The OTC is not a listing service
−Removed: or exchange but is instead a dealer quotation service for subscribing members.
−Removed: Consequently, the market for our common stock will depend
−Removed: to a certain extent on the number of market makers trading in our stock.
−Removed: The market price of our common stock may be significantly affected
−Removed: by factors such as actual or anticipated fluctuations in our operating results, the activities of our market makers, general market conditions,
−Removed: and other factors.
−Removed: In addition, stock markets have from time-to-time experienced significant price and volume fluctuations that have
−Removed: particularly affected the market prices of the shares of development stage companies such as Rainmaker, which may adversely affect the
−Removed: market price of our common stock in a material manner.
−Removed: Rainmaker is no exception and has recently experienced very high volumes and the
−Removed: adverse negative effects of aggressive short sellers in the market for RAKR common stock.
−Removed: addition, the financial markets have experienced price and volume fluctuations from time to time in the recent past.
−Removed: The market prices
−Removed: of securities in the water industry have been relatively stable compared to other sectors.
−Removed: The sale or attempted sale of a large amount
−Removed: of common stock into the market may also have a significant impact on the trading price of our common stock.
−Removed: Many of these factors are
−Removed: beyond our control and may decrease the market price of our common stock, regardless of our operating performance.
+Added: weather conditions in the areas we serve;
+Added: the economies of the countries in which we conduct business;
+Added: our relationships with the governments, water utility, and/or companies we serve;
+Added: water regulatory matters of the countries in which we conduct business;
+Added: our ability to successfully enter new markets;
+Added: changes in or increased levels of competition in the water sector;
+Added: the market price of and the uses for water in an international landscape.
+Added: Our independent registered public accounting
+Added: firm has issued an unqualified opinion on our financial statements with a “going concern” paragraph.
+Added: Our independent registered public accounting firm’s
+Added: opinion on our Fiscal 2024 financial statements has a “going concern” explanatory paragraph.
+Added: Such an opinion may make parties
+Added: reluctant to extend trade credit to us or raise capital and thereby make it more difficult for us to conduct our business operations.
+Added: In addition, such an opinion from the independent registered public accounting firm may also make third parties reluctant to do business
+Added: with us or to invest funds in our company, thereby raising difficulties for us in the conduct of our business.
+Added: Relatively new to commercialization, the Company
+Added: is unable to predict future revenues which makes an evaluation of its business speculative.
+Added: Because of the Company’s current business focus,
+Added: lack of operating history, early-stage marketing strategy, its ability to accurately forecast revenues is difficult.
+Added: Future variables
+Added: to the Company’s strategy are related to the market for water itself;
+Added: the price of water in international markets;
+Added: and the creation
+Added: and maintenance of a significant and reliable customer base.
+Added: To the extent we are unsuccessful in establishing our business strategy and
+Added: generating revenues, we may be unable to appropriately adjust spending in a timely manner to compensate for any unexpected revenue shortfall
+Added: or will have to reduce our operating expenses, causing us to forego potential revenue-generating activities, either of which could have
+Added: a material adverse effect in our business, results of operations, and overall financial condition.
+Added: RAKR expects its operating expenses to increase
+Added: in the future with no assurance that revenues will be sufficient to cover those expenses, which could delay or prevent RAKR from achieving
+Added: profitability.
+Added: As our business grows and expands, RAKR expects to
+Added: have expenses in order to facilitate and maintain strategic distribution channels and key relationships.
+Added: We expect our cost of revenues,
+Added: business development, marketing, sales, operational, general, and administrative expenses to continue to increase.
+Added: If revenues do not
+Added: increase to correspond with these increased expenses or if outside capital is not secured, there may be a material adverse effect on our
+Added: business, cash flow, and overall financial condition.
+Added: If the Company fails to raise additional external
+Added: capital to fund its business growth and project development, the Company’s business could fail.
+Added: We anticipate the need for significant
+Added: amounts of financial capital to meet the needs of the Company.
+Added: The Company will attempt to raise such funds through the future issuance
+Added: of stock or debt instruments in the capital markets.
+Added: However, there is no assurance that we will be successful in raising sufficient additional
+Added: capital, and there can be no assurance that external financing will be available to us.
+Added: If adequate funds are unavailable or unavailable
+Added: on acceptable terms, our ability to fund the Company’s marketing and sales efforts, global projects, potential expenditures in relation
+Added: to strategic opportunities, and possible corporate responses to existing or unexpected competitive pressures would be significantly limited.
+Added: Such limitation could have a material adverse effect on our business and overall financial condition.
+Added: Raising funds through debt or equity financings
+Added: in the future, would dilute the ownership of our existing stockholders and possibly subordinate certain rights to the rights of new investors
+Added: or creditors.
+Added: We expect to raise additional funds by engaging in
+Added: equity and/or debt financing transactions if capital providers supply the desired amount of financial capital on the basis of terms we
+Added: believe reasonable to provide for working capital needs, finance the acquisition of capital assets, and carry out business development
+Added: efforts in the best interest of existing shareholders.
+Added: Any sales of additional equity and/or convertible debt securities would result
+Added: in dilution of the equity interests of our existing stockholders, which could be substantial.
+Added: Additionally, if we issue shares of preferred
+Added: stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders
+Added: of our Common Stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders
+Added: of our Common Stock in connection with an acquisition of the Company.
+Added: Incurring additional debt, if authorized, would create rights and
+Added: preferences that would be senior to, or otherwise adversely affect, the rights and the value of our Common Stock and would have to be
+Added: repaid from future cash flow before there would be any return to investors.
+Added: On June 29, 2022 the Company increased its authorized capital
+Added: to 500,000,000 and established one million preferred shares of which 150,000 have been issued.
+Added: On September 26, 2024 the Company effected
+Added: a 25:1 share consolidation.
+Added: Our business will depend on certain key RAKR
+Added: personnel and suppliers, the loss of which would adversely affect our chances of financial success.
+Added: The Company’s success depends to a significant
+Added: extent upon the continued service of its senior management, key executives and consultants.
+Added: We do not have “key person” life
+Added: insurance policies on any of our officers or other employees.
+Added: The loss of the services of any key members of senior management, and other
+Added: key personnel, or our inability to retain high quality subcontractors and/or suppliers would have a material adverse effect on our business
+Added: and operating results.
+Added: Management may be unable to implement our Business
+Added: The Company’s business strategy is to commercialize
+Added: our technologies that management believes may have significant humanitarian and commercial application, thereby affecting corporate value
+Added: for the benefit of equity holders.
+Added: The Company’s business strategy includes developing a global marketing and sales network, and
+Added: there is no assurance that we will be able to successfully identify and/or develop commercial partners for our products.
+Added: even if we identify and/or develop commercial partners, distributors, and/or JVs, the time and cost of developing these relationships
+Added: or otherwise obtaining local permits and guidelines, may exceed our expectations, or, when developed, the amount of water available may
+Added: fall significantly short of expectations, which may provide a lower return on investment or a loss to the Company.
+Added: We have a limited customer base and network
+Added: of distribution partners.
+Added: During the past year we have entered into various
+Added: discussions with international partners, distributors, and agents that are prepared to deploy our technologies.
+Added: Nonetheless, we have not
+Added: yet established a significant customer base.
+Added: While we believe our projects will have a significant impact on global water markets, and,
+Added: as a result, reflect positively on the Company’s performance, an inability to attract customers and/or an incapacity to deliver
+Added: our projects in a timely and cost-effective manner would have an adverse effect on our potential revenues from and growth of our business.
+Added: Water is a highly regulated industry.
+Added: Water is subject to extensive regulation by country,
+Added: state and municipal regulatory authorities.
+Added: Federal and state statutes regulate quality standards, safety, handling procedures, and other
+Added: environmental protection controls as well as the rights of end users.
+Added: We will strive to verify that our water quality will comply with
+Added: all known safety and environmental standards and regulations applicable to such countries in which we are conducting business.
+Added: extensive in-house knowledge of World Health Organization water quality standards, and we will seek local partners who we believe are
+Added: operating in best-efforts compliance with all safety and environmental standards and regulations applicable to delivering water to the
+Added: end consumers.
+Added: However, there can be no assurance that our compliance efforts could be challenged or that future changes in federal, state
+Added: and/or municipal laws, regulations or interpretations thereof will not have a material adverse effect on our ability to establish and
+Added: sustain operations or adversely affect the operations of our partners.
+Added: The technology we decide to deploy may require
+Added: certifications before being deployed in certain global territories.
+Added: The technology we use to deploy may require certain
+Added: certifications before being implemented in certain international territories.
+Added: For example, in the case of the United States our deployed
+Added: technology must be certified by the United States Environmental Protection Agency, under the Safe Drinking Water Act (“SDWA”)
+Added: to meet certain standards in order to be certified for use in large government projects.
+Added: While the technology expected to be deployed
+Added: by the Company is certified in certain territories, there is no assurance as to if and/or when such certifications will be obtained in
+Added: new territories we are expecting to enter and sell into.
+Added: Supplemental technologies – bottling, mineralization and pre-post treatment
+Added: — will be chosen only if they have already been certified.
+Added: We are exposed to risks in connection with legal
+Added: liability claims associated with water quality in the event that the water delivered results in injury or damage.
+Added: If a consumer of our produced or purified water was
+Added: ill affected from a health perspective by the water quality the Company could be exposed to legal liability.
+Added: The Company in all cases
+Added: will use every tool necessary and practically available to limit any such risk.
+Added: We face competition in our market space.
+Added: The competition in AW and other technologies is evolving
+Added: Until recently, smaller remote on-site solutions have not been cost-competitive compared to alternatives, but that has changed.
+Added: At the present time, we are aware of other companies that produce our technologies.
+Added: To the extent that future technological advance in
+Added: the market results in pricing pressures, and the possibility that that will affect the Company’s ability to increase its market
+Added: share, we may face an adverse effect on our business, operating results, and overall financial condition.
+Added: At such time, the Company will
+Added: consider its technological options accordingly.
+Added: We will incur increased costs and may have difficulty
+Added: attracting and retaining qualified directors and executive officers as a result of becoming a public company.
+Added: RAKR has become a public “reporting company”
+Added: with the US Securities and Exchange Commission (“SEC”).
+Added: As a public reporting company, we will incur significant legal, accounting,
+Added: reporting and other expenses not generally applicable to a private company.
+Added: We also will incur costs associated with corporate governance
+Added: requirements, including requirements under the Sarbanes-Oxley Act of 2002 as well as other rules implemented by the SEC.
+Added: We expect these
+Added: rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.
+Added: We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability
+Added: insurance, and we may be required to accept reduced policy limits and coverage.
+Added: As a result, we may experience difficulty attracting and
+Added: retaining qualified individuals to serve on our board of directors or as executive officers.
+Added: A significant number of the Company’s
+Added: outstanding shares remain with resale restrictions however we have 16,347,993 (81.8%) shares in the public float.
+Added: The shares of the Company’s common stock issued
+Added: in the 2017 were issued and designated as “restricted” or “control” shares as defined in Rule 144 under the Securities
+Added: Act and are subject to resale restrictions.
+Added: Consequently, these shares were not able to be freely sold at the time unless registered under
+Added: the Securities Act of 1933 or sold pursuant to an available exemption under Rule 144.
+Added: As of March 31, 2025, approximately 16,348,573
+Added: shares of the Company’s common stock, held by non-affiliate stockholders are eligible for resale pursuant to Rule 144 without resale
+Added: restrictions.
+Added: This represents approximately 81.8% of the total issued and outstanding shares of stock.
+Added: While this remains a risk factor
+Added: the number of shareholders and the percentage of tradeable shares suggest a functioning market for the Company’s shares.
+Added: Cybersecurity Risks
+Added: While many companies face real threats of cybersecurity,
+Added: the Company does not rely heavily on IT infrastructure to conduct its day-to-day business.
+Added: From time to time, the Company’s limited
+Added: IT systems are upgraded with the necessary security protocols recommended by the Company’s IT consultant.
+Added: We do not rely heavily
+Added: on IT systems to store sensitive information that would have an adverse effect on the Company’s business.
+Added: Inadequate market liquidity may make it difficult
+Added: to sell our stock.
+Added: There is currently a public market for our common
+Added: stock with volumes that have been variable over time, and we can give no assurance that there will always be a market with substantial
+Added: liquidity, nor can we give assurance that the market for our stock will develop sufficiently to create significant market liquidity and/or
+Added: stable market prices in the future.
+Added: A stockholder may find it difficult or impossible to sell shares of our common stock on the public
+Added: market because of the limited number of potential buyers at any time and/or because of fluctuations in our market price.
+Added: the shares of our common stock are not eligible as a margin security, and lending institutions may not accept our common stock as collateral
+Added: We do not anticipate paying any dividends in
+Added: the foreseeable future, which may reduce the return on your investment in our common stock.
+Added: To date, the Company has not paid any cash dividends
+Added: on its common stock and does not anticipate paying any such dividends in the foreseeable future.
+Added: Payment of future dividends will depend
+Added: on earnings, our capital requirements, our debt facilities and other factors considered appropriate by our Executive Officers and Directors.
+Added: There is no assurance that we will, at any time, generate sufficient profits or surplus cash that would be available for distribution
+Added: as a dividend to the holders of our common stock.
+Added: Our current plans are to use any profits that we may generate to fund our ongoing marketing,
+Added: sales, and operations.
+Added: Therefore, any return on your investment would be derived from an increase in the price of our stock, which may
+Added: or may not occur.
+Added: There is an active but variable trading market
+Added: for our common stock making our stock vulnerable to significant price and volume fluctuations.
+Added: There is currently an active trading market for our
+Added: common stock, which is quoted and traded on the OTC:
+Added: The OTC is not a listing service or exchange but is instead a dealer quotation
+Added: service for subscribing members.
+Added: Consequently, the market for our common stock will depend to a certain extent on the number of market
+Added: makers trading in our stock.
+Added: The market price of our common stock may be significantly affected by factors such as actual or anticipated
+Added: fluctuations in our operating results, the activities of our market makers, general market conditions, and other factors.
+Added: stock markets have from time-to-time experienced significant price and volume fluctuations that have particularly affected the market
+Added: prices of the shares of development stage companies such as Rainmaker, which may adversely affect the market price of our common stock
+Added: in a material manner.
+Added: Rainmaker is no exception and has recently experienced very high volumes and the adverse negative effects of aggressive
+Added: short sellers in the market for RAKR common stock.
+Added: In addition, the financial markets have experienced
+Added: price and volume fluctuations from time to time in the recent past.
+Added: The market prices of securities in the water industry have been relatively
+Added: stable compared to other sectors.
+Added: The sale or attempted sale of a large amount of common stock into the market may also have a significant
+Added: impact on the trading price of our common stock.
+Added: Many of these factors are beyond our control and may decrease the market price of our
+Added: common stock, regardless of our operating performance.
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.