What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-04-01 · 320 added, 281 removed, 9 unchanged (99% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis contain forward-looking statements about our plans and expectations of what may happen in the future.

Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties,

and our results could differ materially from the results indicated by our forward-looking statements as a result of many known or unknown

factors, including, but not limited to, those factors discussed in Item 1A.

“Risk Factors” in our on Form 10-12GA below in

Part II Item 1A.

“Risk Factors” of this Form 10-K and in the “Cautionary Note Regarding Forward-Looking Statements”

set forth at the beginning of this report.

should read the following discussion and analysis in conjunction with the audited financial statements, and the related footnotes thereto,

appearing elsewhere in this Form 10-K, and in conjunction with management’s discussion and analysis and the audited financial statements

included in our Form 10-12GA.

In addition, we intend to use our media and investor section on our website (www.rainmakerww.com/category/investor-updates/),

SEC filings and press releases to communicate with the public about Rainmaker, its services and other issues.

Worldwide Inc.

(“RAKR”, the “Company”, “we”, “us” or “our”) is a Nevada corporation

originally formed on February 27, 1998.

The corporation became RAKR on July 3, 2017, in a reverse merger.

We are currently developing

projects in various locations around the globe using RAKR and partner technologies.

We are implementing these projects using proprietary

technology of Rainmaker Holland B.V.

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

RAKR retains access to the

technology based on a cost-plus formula.

Worldwide Inc.

(Ontario) (“RWI”), an Ontario Corporation, was formed in Peterborough, Ontario, Canada on July 21, 2014, under

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

and executive management expertise of DRM.

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

the acquisition of Miranda.

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

dated June 28, 2017 (the “Share Exchange Agreement”) among the Company, RWI and RWI’s 45 shareholders at the time.

Upon completion of the Merger, and in accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired

an aggregate of 9,029,562 common shares of stock in the capital of RWI from the RWI Shareholders (being all the issued and outstanding

shares of RWI) in exchange for an aggregate of 66,818,759 restricted shares of the Company’s common stock, or 7.4 shares for each

share of RWI.

Therefore, RWI became a wholly owned subsidiary of the Company effective July 3, 2017.

The Company’s former name,

Gold and Silver Mining of Nevada, Inc.

(“CJT”) was changed on April 24, 2017, in expectation of and conditional upon completion

of the Merger.

The Merger was accounted for as a reverse acquisition with RWI considered the accounting acquirer since the former RWI

shareholders remained in control of the combined entity after the consummation of the transaction.

As part of the Merger, net liabilities

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

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

the symbol RAKR.

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 Water-as-a-Service (“WaaS”).

Rainmaker management would have

assumed operational leadership of the combined entity.

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

announced publicly.

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

RHBV, DRM and WWT.

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

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

The resultant Financial Statements, in accordance with ASC 205-20-45-1E, reflect the impact of these exchanges to the Company.

The Company and RHBV decided to restructure in order to optimize business operations and broaden access to the capital markets.

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

to communities and commercial entities in need of water solutions.

The Company retains a 12% ownership stake in RHBV.

Company is headquartered in Peterborough, Ontario, Canada.

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

technologies:

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

(“WW”), which transforms seawater or polluted water into drinking water.

The technologies can be wind driven, solar based,

or can use conventional power sources, such as grid or generator.

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

are deployed.

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

The first payment of one million USD together

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

This provides RWI with controlling interest of Miranda initially

at 60% of Miranda common stock holdings.

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

22 nd , 2024.

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

among others.

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

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

to all of the companies.

Approach to Sales and Marketing

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

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

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

The Company had total

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contain forward-looking

statements about our plans and expectations of what may happen in the future.

Forward-looking statements are based on a number of assumptions

and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from the results

indicated by our forward-looking statements as a result of many known or unknown factors, including, but not limited to, those factors

discussed in Item 1A.

“Risk Factors” in our on Form 10-12GA below in Part II Item 1A.

“Risk Factors” of this Form

10-K and in the “Cautionary Note Regarding Forward-Looking Statements” set forth at the beginning of this report.

You should read the following discussion and analysis

in conjunction with the audited financial statements, and the related footnotes thereto, appearing elsewhere in this Form 10-K.

we intend to use our media and investor section on our website (www.rainmakerww.com/category/investor-updates/), SEC filings and press

releases to communicate with the public about Rainmaker, its services and other issues.

Share Consolidation

On September 26, 2024, the Company filed Articles

of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-twenty-five

The share consolidation became effective on September 26, 2024.

All share and per share amounts have been restated for all periods

presented to reflect the share consolidation.

Rainmaker Worldwide Inc.

or the “Company”) is a Nevada-based corporation that became publicly traded on July 3, 2017, following a reverse merger.

Company specializes in energy-efficient freshwater production and purification technologies, primarily through Air-to-Water (“AW”)

systems that extract water from humidity.

It also offers solutions to transform contaminated or seawater into potable or reusable water.

Rainmaker focuses on providing sustainable water solutions to communities and industries globally through strategic partnerships.

Originally, the Company operated

through its Ontario-based subsidiary, Rainmaker Worldwide Inc.

(Ontario) (“RWI”), established in 2014 to commercialize its

patented water technologies.

In line with its expansion strategy, Rainmaker sold a 60% stake in RWI on March 31, 2023, retaining a 40%

Subsequently, on January 22, 2024, RWI acquired a 60% stake in Miranda Environmental and Water Treatment Technologies, with

plans to acquire the remaining 40% over the next two years.

This acquisition significantly expanded RAKR’s portfolio through its

distribution rights for Miranda’s products, thereby strengthening its water treatment capabilities.

On December 31, 2024, RWI underwent a

restructuring, during which the Company converted its investment in RWI into RWI shares.

Simultaneously, RWI independently secured

new capital investment, reducing the Company’s ownership in RWI to 13.65%.

As a result of RWI’s financial

situation—characterized by insufficient cash flow, net liabilities, and ongoing net losses—the Company decided to

impair the investment in accordance with standard accounting principles.

Given these conditions, the Company determined that the

investment could not reasonably provide a sufficient return on investment (ROI) and therefore impaired the asset to zero.

Company was fully aware of this outcome prior to the restructuring.

Although the equity value of

this investment has been impaired, the Company continues to benefit from all of the original distribution rights, in particular for Mexico

and the United States.

The Company and RWI continue will work together to maximize the value of these distribution rights.

Both companies

understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely permitting for projects

that require water treatment.

On October 9, 2024, RWI restructured

its 12% ownership of Rainmaker Holland B.V.

(“RHBV”) by rolling it into Rainmaker Holding B.V., reducing its stake to 5%.

Despite this reduction, the Company continues to benefit from access to RHBV’s technology on a cost-plus pricing basis.

Rainmaker’s corporate

journey has included significant restructuring efforts.

Originally formed as Gold and Silver Mining of Nevada, Inc., the Company underwent

a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity.

In 2021, Rainmaker

and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V.

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

to settle financial obligations through an exchange of debt, contractual obligations, and common stock.

These actions were aimed at optimizing

business operations and expanding access to capital markets.

Today, RAKR remains committed

to delivering advanced water production and purification solutions, leveraging its innovative technologies and expanded product range,

particularly through its distribution agreements for Miranda products.

The Company is focused on business development across North, South,

and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

Miranda Acquisition

On January 22, 2024, RWI finalized the acquisition

The first payment of one million USD together with 1,600,000 RAKR common shares was paid to the shareholders of Miranda.

This provided RWI with a 60% controlling interest of Miranda.

The remaining two million USD is to be paid no later than 2 years from

the closing date of January 22 nd , 2024.

RAKR is actively marketing Miranda products through distribution agreements with RWI,

primarily for Mexico and the United States.

It is possible that RAKR will expand this territory to include Central and South America

in the future.

With an expanded portfolio of products RAKR has the opportunity to increase revenue and shareholder value.

Ongoing Approach to Sales and Marketing

The Company’s ongoing focus will be to pair

Rainmaker technologies with those of Miranda and our affiliate partners.

The Company has generated limited revenue up to present.

Operations have been typically focused on business development, market research, technology research and development activities.

had total assets of $30,725, as of December 31, 2023.

As of December 31, 2024, net assets were $50,116.

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

Future sales will be heavily

driven by independent distributors and project developers.

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

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

and 2022, respectively.

At present, the Company executes consulting

agreements with experienced executive personnel and senior advisors.

Future sales will be heavily driven by independent distributors

and project developers.

The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in revenue for the

year ending December 31, 2023 and had net losses of $1,056,242 and $1,229,753 for the years ended December 31, 2024 and 2023,

respectively.

The losses in 2024 have been reduced by 14% compared to 2023.

The 2023 losses are driven by operating expenses,

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

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

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

The Company has suffered recurring losses from operations,

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

The Company’s

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

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

Each share of the Company’s

common stock was entitled to one vote per share.

The matter voted upon and the results are set forth below.

The Proposal presented:

in Authorized Shares and Establishment of Preferred shares.

Stockholders approved an increase in the Company’s authorized common

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

Broker Non-Votes

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

As a global corporation the economic effects within

the Company’s environment were substantial and there are still lingering economic impacts globally.

In global markets, disruptions

in supply chains and increases in related costs have had a real impact on our ability to deliver projects.

the world, fresh water is unevenly distributed.

Many regions are desperately under-served, including North Africa, the Middle East, India,

Mexico, large portions of South America, and various island geographies.

Fundamentally,

our solutions are based on deploying technology with the following attributes to ensure low-cost delivery and Company profitability:

& Cost-effective

Environmentally

& Socially Sustainable

Proprietary Technology through partners and affiliates

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

Water-to-Water (WW) –

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

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

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

to traditional alternatives.

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

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

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

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

AW and WW are both cost-effective

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

They can produce roughly

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

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

Accordingly, our solutions are optimally profitable when we compete

head-to-head with bottled water that is transported or bulk water that is transported by truck to local communities.

In most remote communities

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

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

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

The market for distilled water supported in part

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

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

We believe that the ultimate test of profitability

in this complex, cross-jurisdictional environment will be the quality of the water that is bottled and tested.

The Company seeks to adhere

to World Health Organization standards for clean water using the technologies that are authorized in a particular sovereign jurisdiction.

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

When applicable, the next step is to enter into

JV structures, which maximize value to all stakeholder-parties.

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

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

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

That gives RAKR the ability to have a more comprehensive product set when proposing solutions to communities, developers

and commercial entities.

The most significant agreement to date is with Miranda.

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

Miranda has been delivering systems for more than

ten years across 40 countries globally.

The 2024 losses are driven by operating expenses and

other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the

largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method investment and

impairment expense.

The costs associated

with maintaining the Company’s listing and current filing status with the SEC as expected are significant.

The Company has

suffered recurring losses from operations, negative cash flows from operating activities and has limited resources or revenues to

cover its operating costs.

The Company’s auditor’s report for 2024 stated that there was substantial doubt about the

Company’s ability to continue as a going concern.

Products and Services

Across the world, fresh water is unevenly distributed.

Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America, and

various island geographies.

Fundamentally, the solutions are based on deploying

technology with the following attributes to ensure low-cost delivery and Company profitability:

Scalable & Cost-effective

Environmentally & Socially Sustainable

Applying Proprietary Technology through partners and affiliates

Air-to-Water (AW) – Harvests fresh water from

humidity by using advanced heating and cooling technologies.

Through the acquisition of Miranda and RAKR’s own technologies the

Company has multiple options to purify wastewater to potable water standards.

The operating efficiency of these technologies allows

us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives.

We substantially

out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same

The compact and scalable systems for AW and purification equipment enable decentralized deployment, in which water is distributed

directly to the consumption site with no expensive piping or truck transport.

Our technologies are cost-effective and can be powered by

solar, wind, or grid electricity, or a combination of power sources.

AW can produce roughly 5,000 liters of water per unit, per day, depending

on the local climatic conditions.

Cost Information

Currently in remote locations, the principal source

of supply is bottled water.

Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled water that is

transported or bulk water that is transported by truck to local communities.

In most remote communities where this water is imported,

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

The Company’s fully amortized

cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete profitably to

generate corporate value beneficial to our shareholders.

Regulatory Information

The global nature of our approach means that regulatory

conditions vary by jurisdiction.

We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment

will be the quality of the water that is bottled and tested.

The Company seeks to adhere to World Health Organization standards for clean

water using the technologies that are authorized in a particular sovereign jurisdiction.

Business Model

The RAKR business model typically begins with the

identification of a trusted local technology partner and distributor.

The Rainmaker delivery systems will be installed by contracted local

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

We work with the end clients

and their general contractors to build the supporting infrastructure required for our systems (i.e.

holding tanks, platforms etc.).

In addition, over the course of the past year, we

have been developing partnerships with highly experienced developers of complementary technology.

That gives RAKR the ability to have

a more comprehensive product set when proposing solutions to communities, developers and commercial entities.

The most significant advance

to date is the acquisition of Miranda.

On January 22, 2024, RWI finalized the acquisition of Miranda.

Miranda has been delivering systems

for more than ten years across 40 countries globally.

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

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

with complementary technology and business development companies to expand our global reach and service offering.

the past ten years, there has been a growing awareness of the shortage of fresh water—and the associated economic and social effects

the problem magnifies in impoverished and underdeveloped communities.

Entities ranging from Water.Org to the United Nations (access to

safe drinking water represents #6 of the 17 Sustainable Development Goals articulated by the United Nations) are at the forefront of

driving international policy momentum and prospects for multilateral cooperation in the realms of global governance and public-private

co-regulation.

Common to these efforts is the search for scalable and practical solutions that possess applications uniquely suited to

the problem of shortage.

metrics that underpin the international need for ingenuity and action are the same as those that animate and sustain the market opportunity

for our Company:

than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

and animals rely on 0.5% of the world’s water.

Potential Improvements

Potential improvements and related applications that

we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships with complementary technology and business

development companies to expand our global reach and service offering.

Market Opportunity

In the past twenty years, there has been a growing

awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and

underdeveloped communities.

Entities ranging from Water.Org to the United Nations (access to safe drinking water represents #6 of the

17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and

prospects for multilateral cooperation in the realms of global governance and public-private co-regulation.

Common to these efforts is

the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

The metrics that underpin the international need for

ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

Less than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

People and animals rely on 0.5% of the world’s water.

Unwater.org - Facts and Trends:

at any moment, the atmosphere contains approximately 37.5 million billion gallons of water.

This potential is not currently harvested

by the means of private organizations or government institutions and thus presents a significant opportunity for AW technology to satisfy

worldwide demand for water.

World Health Organization estimates that 50 liters of water per day is required per individual to meet basic needs.

It is estimated by

the OECD that by 2030 nearly half of humanity will be living in a condition of severe water stress.

Currently, according to UNICEF, 2.2

billion people around the globe lack safe drinking water.

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

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

Much of the population

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

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

Today, the annual global water market for all purposes

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

RobecoSAM Study (2015, June).

the market of

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

of that global level of demand.

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

Should RHBV not supply the

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

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

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

We believe that competitive models, while relevant and plausible alternatives, will not ultimately fully support the global level

of demand for water at a reasonable price per liter.

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

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

value or significantly diminish our financial results in the near term.

However, other companies with sufficiently greater resources

may develop competing products and have an advantage over us based on the relative size.

Subsidies and Incentives

RAKR is not currently pursuing subsidies and incentives, we believe that over time such programs will be applicable to the Company, and

we will pursue them in due course.

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

within countries.

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

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

with RHBV and Miranda.

We believe that this allows us to maintain an edge in the competitive process from a technological and economic

cost perspective.

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

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

and Administrative Expenses

and administrative expenses primarily include consultant expenses and benefit costs and stock-based compensation expense for executive

consultants, outside legal and professional services, marketing and advertising, and facilities costs.

Moreover, at any moment, the atmosphere contains approximately

37.5 million billion gallons of water.

This potential is not currently harvested by the means of private organizations or government institutions

and thus presents a significant opportunity for AW technology to satisfy worldwide demand for water.

The World Health Organization estimates that 50 liters

of water per day is required per individual to meet basic needs.

It is estimated by the OECD that by 2030 nearly half of humanity will

be living in a condition of severe water stress.

Currently, according to UNICEF, 2.2 billion people around the globe lack safe drinking

While high-income countries only treat 70% of wastewater, low-income countries treat 8%.

With the world’s population expected

to reach 9 billion by 2038, the global need is indisputably high.

Much of the population expansion is or will be in the very areas that

are already suffering from the problem of water scarcity.

The above analysis points to a global market for water

that is extraordinarily immense.

Today, the annual global water market for all purposes and uses is $880 billion in 2023 and is expected

to expand to $1.2 trillion by 2031 (Source:

Verified Market Research:

www.verifiedmarketresearch.com).

the market of the future).

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

level of demand.

As stated previously, our principal suppliers for

the core technologies to be deployed are Miranda and RHBV.

Should RHBV not supply the appropriate scale of technology required by a project,

RAKR has identified multiple technologies of different sizes and types.

With the acquisition of Miranda, we now have complementary technology

to diversify the Rainmaker business model.

The Rainmaker business model that will deliver potable

water at the source of demand is uniquely positioned to address alternative competitive models.

We believe that competitive models, while

relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per

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

Accordingly, on a global basis,

we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial

results in the near term.

However, other companies with sufficiently greater resources may develop competing products and have an advantage

over us based on the relative size.

Government Subsidies and Incentives

While RAKR is not currently pursuing subsidies and

incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course.

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

Intellectual Property

We have indirect access to intellectual property assets

as a consequence of our partial ownership of and partnerships with RHBV and Miranda.

We believe that this allows us to maintain an edge

in the competitive process from a technological and economic cost perspective.

Results of Operations for the Years ended December

31, 2024 and 2023

Revenue was $143,725 and $78,912 for the years ended

December 31, 2024 and December 31, 2023, respectively.

General and Administrative Expenses

for the years ended December 31, 2023 and December 31, 2022 were as follows (in thousands):

General and administrative expenses primarily include

consultant expenses and benefit costs and stock-based compensation expense for executive consultants, outside legal and professional services,

marketing and advertising, and facilities costs.

General and administrative expenses for the years ended December 31, 2024 and December

31, 2023 were as follows (in thousands):

General and administrative expense

Stock-based compensation expense included in general and administrative expense

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

the same period in 2022.

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

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

decreases were offset minimally by an increase in travel.

Excluding stock-based compensation, general and administrative expenses decreased

and Capital Resources

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

As a result, we have historically suffered

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

Historically,

the Company’s major sources of cash have comprised proceeds from various private offerings of its securities (including common

stock) and debt financings.

From 2015 through to the fiscal year end date December 31, 2023, the Company raised approximately $8.2 million

in gross proceeds from various private offerings of our common stock and convertible debt.

These funds were raised during various stages

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

these products into identified projects and begin to generate revenue.

The Company has sustained losses from operations in each fiscal

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

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

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

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

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

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

assurance that additional financing will be available when needed or that the Company will be able to obtain financing on terms acceptable

to it or whether the Company will become profitable and generate positive operating cash flow.

General and administrative expenses, including stock-based

compensation, for the year ended December 31, 2024 decreased $258,580, compared to the same period in 2023.

This decrease primarily relates

to (1) a reduction in consulting expense of $158,583, (2) stock-based compensation decreased by $62,832, (3) a decrease of $20,782 in

general and administrative expenses, and (4) travel and entertainment expense decreased by $16,903.

These decreases were offset minimally

by an increase in marketing and advertising expenses of $519.

Excluding stock-based compensation, general and administrative expenses

decreased $195,748.

Segment Information

Effective for the fiscal year ended December 31, 2024,

the Company adopted Accounting Standards Update (ASU) ASC 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

Disclosures .

This standard enhances the disclosure of segment expenses and the measures used by the Chief Operating Decision Maker

(CODM) in evaluating performance.

As the Company has limited revenue, management continues

to evaluate its business activities to determine the most relevant financial metrics for assessing performance.

Currently, the Company

operates as a single reportable segment and does not allocate material costs or expenses across multiple business units.

The Company will continue to monitor its operational

growth and assess whether additional segment disclosures become necessary in future periods.

Liquidity and Capital Resources

Management’s Plans

While we are similar to other development stage companies,

we have now pursued and executed a strategy whereby we have a full suite of products that can deliver distributed water solutions globally.

To date, our products have yet to generate significant revenue.

As a result, we have historically suffered recurring losses and we do

not have the required cash resources to fully execute our business plans.

Historically, the Company’s major sources of

cash have comprised proceeds from various private offerings of its securities (including common stock) and debt financing.

From 2015 through

to the fiscal year end date December 31, 2023, the Company raised approximately $8.2 million in gross proceeds from various private offerings

of our common stock and convertible debt.

These funds were raised during various stages of the company and allowed us first to develop

a commercially ready product and as soon as logistics and supply chains allow, deliver these products into identified projects and begin

to generate revenue.

The Company has sustained losses from operations in each fiscal year since our inception, and we expect losses to

continue for the indefinite future.

As of December 31, 2024 and December 31, 2023, the Company had an accumulated deficit of approximately

$75.1 million and $74.1 million and stockholders’ equity of approximately $(11.9) and $(10.9) million, respectively.

As of December

31, 2024, the Company had approximately $116 in cash.

The Company recognizes and is addressing the need

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

There is no assurance that additional financing

will be available when needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will

become profitable and generate positive operating cash flow.

Off-Balance Sheet Arrangements

As of December 31, 2024, the Company had no off-balance

sheet arrangements.

of December 31, 2023, the Company had no off-balance sheet arrangements.

Accounting Estimates

preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements.

considers an accounting estimate to be critical if:

requires assumptions to be made that were uncertain at the time the estimate was made, and

in the estimate or different estimates that could have been selected could have material impact in our results of operations or financial

we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances,

actual results could differ from those estimates and the differences could be material.

The most significant estimates impact the following

transactions or account balances:

Critical Accounting Estimates

The preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that

affect the reported amounts and related disclosures in the financial statements.

Management considers an accounting estimate to be critical

it requires assumptions to be made that were uncertain at the time the estimate was made, and

changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

While we base our estimates and judgments on our experience

and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates

and the differences could be material.

The most significant estimates impact the following transactions or account balances:

stock compensation.

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

Issued Accounting Standards Not Yet Effective or Adopted

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

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

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

If the conversion feature did not require derivative treatment under ASC

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

On January 1, 2022 the Company adopted ASU 2020-06 using the modified retrospective method and reviewed and calculated the

impact on the outstanding financial instruments as of this adoption date concluding there was no impact.

and Qualitative Disclosures About Market Risk

See Note 2 in our financial statements for a discussion

of our significant accounting policies.

Recently Issued Accounting Standards Not Yet Effective

The Financial Accounting Standards Board (FASB) issued

ASU 2024-03, which amends the disclosure requirements for the disaggregation of income statement expenses.

Effective for annual reporting

periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, this update requires public business

entities to provide more detailed expense disclosures, including amounts for inventory purchases, employee compensation, depreciation,

intangible asset amortization, and depletion in relevant expense captions.

Entities must also disclose total selling expenses annually

and a qualitative description of non-disaggregated amounts.

Early adoption is permitted.

The standard can be applied prospectively or

retrospectively.

Until December 31, 2021, the Company evaluated embedded

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

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

If the conversion feature did not require derivative treatment under ASC 815, the instrument was evaluated under ASC 470-20 Debt with

Conversion and Other Options for consideration of any beneficial conversion features.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis