What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 824 added, 788 removed, 599 unchanged (73% of the section changed)

and Procedures

of Disclosure Controls and Procedures

on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required

by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2023, our Chief Executive Officer and Acting Chief Financial Officer

has concluded that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by

us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the Commission’s rules and forms.

Our Chief Executive Officer and Acting Chief Financial Officer also concluded that,

as of December 31, 2023, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed

by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief

Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

Report on Internal Control over Financial Reporting

are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule

With the participation of our Chief Executive Officer and Acting Chief Financial Officer, our management conducted an evaluation

of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal

Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Based on this evaluation,

management concluded that our internal control over financial reporting was not effective as of December 31, 2023, based on those criteria.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, within the Company have been detected.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

We have identified the following material weaknesses:

of December 31, 2023, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or

management review controls.

Controls and Procedures

Evaluation of Disclosure

Controls and Procedures

Based on an evaluation of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required by paragraph (b) of Rule 13a-15 or Rule 15d-15,

as of December 31, 2024, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and

procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and

Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of December 31, 2024, our disclosure controls

and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under

the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer,

to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over

Financial Reporting

We are responsible for establishing and maintaining

adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15.

With the participation of our Chief Executive

Officer and Acting Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial

reporting as of December 31, 2024, based on the criteria established in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (2013).

Based on this evaluation, management concluded that our internal control

over financial reporting was not effective as of December 31, 2024, based on those criteria.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within the Company have been detected.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified

the following material weaknesses:

As of December 31, 2024, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls.

Accordingly, management has determined that this control deficiency constitutes a material weakness.

of December 31, 2023, we did not establish a formal written policy for the approval, identification, and authorization of related

party transactions.

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 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,

may not have been detected except through the auditing procedures.

An audit adjustment may or may not indicate matters that could

have a significant effect on the Company’s financial reporting process (that is, cause future financial statements to be materially

In the judgment of our auditor previously, the adjustments proposed indicate matters that could have a significant effect

on the Company’s financial reporting process.

of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting

as of December 31, 2023, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

in Internal Control over Financial Reporting

the quarter ended December 31, 2023, there were no changes in our internal control over financial reporting identified in connection

with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

on Effectiveness of Controls

management, including our CEO and EVP Finance, do not expect that our disclosure controls and procedures or our internal controls over

financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the

inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, within our company have been detected.

December 21, 2021, the Board of Directors (the “Board”) of Rainmaker Worldwide Inc., a Nevada corporation (the “Company”),

appointed James Ross and Dr.

Mamdouh Shoukri to serve on the Company’s Board.

This information is consistent with the 8-K filing

from December 28, 2021.

Ross has held senior management positions in Renewable and Technology companies.

During this period, he has

invested in, developed, financed, divested and acquired numerous energy projects in hydro, biomass, wind, co gen, fuel cell and gas firming.

He has also been actively involved and invested in numerous technology companies, including Telecommunications, Renewable, Information

Technology, Blockchain and GIS companies.

He has been a Director and Financial Manager of both public and private companies.

has also served as the President of JSR Capital Inc., an investment fund and corporate finance firm focused on funding and consulting

well-managed emerging renewable, independent power and technology companies since September 1991.

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

in research facilities and equipment in Canada’s universities, colleges, research hospitals, and non-profit research institutions.

Shoukri was the seventh President and Vice-Chancellor of York University from July 1, 2007 to June 30, 2017.

Shoukri began his

career in academia at McMaster University in Hamilton, Ontario, leading major research programs in support of the power and process industries

and serving in administrative leadership positions at all levels of the academy, including as department chair, dean and vice-president.

is no arrangement or understanding between Mr.

Shoukri, and any other persons, pursuant to which they were selected to the

Shoukri have not engaged in any transaction, or any currently proposed transaction, in which the Company was

or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect

material interest.

There are no family relationships between Mr.

Shoukri and any Director or executive officer of the Company.

1, 2022, Kelly White received a promotion to Executive Vice President of Finance.

White holds a BSc.

in Mathematics and Economics

from Trent University.

She has over 30 years of experience in finance, accounting, administration and general management.

Executive Officers and Corporate Governance

following individuals serve as the directors and executive officers of our company as of the date of this annual report.

All directors

of our company hold office until they either resign or the term of their engagement expires whichever comes first.

The executive officers

of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Held with the Company

First Elected or Appointed

and Executive Chairman

Non-Executive

Mamdouh Shoukri

Non-Executive

Vice President of Finance

O’Connor maintained the Executive Chairman role since 2014 and for a short period of time he hired a CEO to assist him in negotiations

for the Sphere 3D merger.

When that merger agreement was terminated, Mr.

As of December 31, 2024, we did not establish a formal written policy for the approval, identification, and authorization of related party transactions.

During the 2024 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 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.

Professional standards define an audit adjustment as a proposed correction of the financial statements that, in the judgment of our auditor previously, may not have been detected except through the auditing procedures.

An audit adjustment may or may not indicate matters that could have a significant effect on the Company’s financial reporting process (that is, cause future financial statements to be materially misstated).

In the judgment of our auditor previously, the adjustments proposed indicate matters that could have a significant effect on the Company’s financial reporting process.

Because of these material weaknesses, management has

concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on the

criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024, there

were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d)

of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Limitations on Effectiveness of Controls

Our management, including our CEO and VP Finance,

do not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the

objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no

evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have

been detected.

Other Information

Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and

executive officers of our company as of the date of this annual report.

All directors of our company hold office until they either resign

or the term of their engagement expires whichever comes first.

The executive officers of our company are appointed by our board of directors

and hold office until their death, resignation or removal from office.

Position Held with the Company

Date First Elected or Appointed

Michael O’Connor

CEO* and Executive Chairman

July 21, 2014

Non-Executive Director

December 20, 2021

O’Connor maintained the Executive Chairman

role since 2014 and for a short period of time he hired a CEO to assist him in negotiations for the Sphere 3D merger.

When that merger

agreement was terminated, Mr.

O’Connor resumed his role as CEO.

following is a brief account of the education and business experience of the executive officers and directors.

O’Connor – CEO and Executive Chairman

O’Connor has more than 30 years of operational, corporate finance, business development and corporate governance experience.

began his career at the Economic Council of Canada before becoming a Director of the Centre for Economic and Financial Analysis at one

of the largest international consulting companies in the U.S – Science Applications International Corporation.

joined Orascom Telecom (“OT”) in Egypt as a founding executive, leading all business development and Mergers and Acquisitions

activities throughout Africa, the Middle East, Europe and Asia.

Business Experience

The following is a brief account of the education

and business experience of the executive officers and directors.

Michael O’Connor – CEO and Executive

Michael O’Connor has more than 30 years of operational,

corporate finance, business development and corporate governance experience.

He began his career at the Economic Council of Canada before

becoming a Director of the Centre for Economic and Financial Analysis at one of the largest international consulting companies in the

U.S – Science Applications International Corporation.

O’Connor joined Orascom Telecom (“OT”) in Egypt

as a founding executive, leading all business development and Mergers and Acquisitions activities throughout Africa, the Middle East,

Europe and Asia.

During his time with OT he led more than $35 billion in transactions.

During his tenure, OT grew from 100,000 subscribers to more than 125 million across 10 countries and from 6 to 100,000 employees by 2008.

Michael returned to Canada as one of the founders of Wind Mobile (now Freedom Mobile).

Wind Mobile was acquired by Shaw Communications

During his tenure, OT grew from 100,000 subscribers

to more than 125 million across 10 countries and from 6 to 100,000 employees by 2008.

Michael returned to Canada as one of the founders

of Wind Mobile (now Freedom Mobile).

Wind Mobile was acquired by Shaw Communications Inc.

in March 2016 for $1.6 billion.

Shaw Communications has since been acquired by Rogers Communications.

Michael has extensive international

corporate governance experience for both private and publicly traded companies as well as not-for-profit organizations including Hutchison

Telecommunications in Hong Kong, nine Telecel subsidiaries, Wind Mobile, Ontario Shores and Trent University.

O’Connor is currently

the Executive Chairman of Rainmaker Worldwide Inc., Rainmaker’s purpose is to produce safe drinking water for communities in need.

The revolutionary approach to building water infrastructure supports the development of sustainable communities around the world, creating

a positive impact environmentally, socially and economically.

Ross – Non-Executive Director (Chair of Audit Committee)

Ross has held senior executive management positions in Renewable and Technology companies.

During this period, he has invested in, developed,

financed, divested and acquired numerous energy projects in hydro, biomass, wind, co gen, fuel cell and gas firming.

He has also been

actively involved and invested in numerous technology companies, including Telecommunications, Renewable, Information Technology, Blockchain

and GIS companies.

He has been a Director and Financial Manager of both public and private companies.

Ross has also served as the

President of JSR Capital Inc., an investment fund and corporate finance firm focused on funding and consulting well-managed emerging

renewable, independent power and technology companies since September 1991.

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

in research facilities and equipment in Canada’s universities, colleges, research hospitals, and non-profit research institutions.

Shoukri was the seventh President and Vice-Chancellor of York University, Ontario, Canada from July 1, 2007 to June 30, 2017.

Shoukri began his career in academia at McMaster University in Hamilton, Ontario, Canada.

McMaster’s leading research programs,

in support of the power and process industries, were directed by Dr.

Shoukri as he served in administration leadership positions including

as Department Chair, Dean and Vice-President.

As an academic leader, he guided York’s transformation into a comprehensive research-intensive

university as well as spearheading hundreds of millions of dollars of capital development projects.

In 2013, for his contributions to

the flourishing of Ontario’s academic institutions as both an engineer and an administrator, Dr.

Shoukri was named a Member of

the Order of Canada, the Order of Ontario, and awarded the Queen Elizabeth II Diamond Jubilee medal.

White – Executive Vice President of Finance

White has been the VP of Operations & Finance at Rainmaker since 2015 and has more than 30 years of experience in finance and administration.

On July 1, 2022 she assumed the role of Executive Vice President of Finance.

Prior to joining Rainmaker, she was a partner in Larchwood

Management Partners, a finance, business and strategic advisory consultancy in the telecommunications, utility and water sectors.

her career she has performed core financial and corporate infrastructure functions and provided business planning and budgeting services

for various companies in manufacturing, retail, financial services, telecommunications, media and consumer products.

has orchestrated many business start-ups across Canada and managed all of the financial and administration and functions of those businesses.

She has been an active community volunteer supporting many local sports and community organizations.

Relationships

are currently no family relationships among our Directors and Executive Officers.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires our officers and directors, and stockholders owning more than ten percent of a registered class of

our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

is not aware of any persons who failed to timely file reports under this section.

in Legal Proceedings

the best of our knowledge, during the past five years, none of the following occurred with respect to our directors or executive officers:

bankruptcy petition filed by or against any business of which one of them was a general partner or executive officer either at the

time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment or decree of any court of competent jurisdiction, permanently or temporarily inquiring, barring, suspending

or otherwise limiting involvement in any type of business, securities or banking activities;

found by a court of competent jurisdiction, the SEC or the CFTC to have violated Federal or state securities or commodities laws.

December 2021, the Board created an Audit Committee in conjunction with nominating two new independent directors to the Company’s

The group has convened informally on many occasions to discuss the contents of this document and the financial statements.

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.

are in the process of developing a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of

directors, our company’s officers including our chief executive officer and chief financial officer, employees, consultants and

Once formulated, our Code of Business Conduct and Ethics will set follow the following guiding principles:

and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional

relationships;

fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and

Exchange Commission and in other public communications made by us;

with applicable governmental laws, rules and regulations;

prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified

in the Code of Business Conduct and Ethics;

accountability

for adherence to the Code of Business Conduct and Ethics.

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

Any future changes to compensation will be reviewed

and implemented by the committee.

COMPENSATION TABLE

following table sets forth the compensation paid to, or accrued for, each of our current executive officers or officers who were in place

over the last two fiscal years.

Shaw Communications

has since been acquired by Rogers Communications.

Michael has extensive international corporate governance experience for both private

and publicly traded companies as well as not-for-profit organizations including Hutchison Telecommunications in Hong Kong, nine Telecel

subsidiaries, Wind Mobile, Ontario Shores and Trent University.

O’Connor is currently the Executive Chairman of Rainmaker Worldwide

Rainmaker’s purpose is to produce safe drinking water for communities in need.

The revolutionary approach to building water

infrastructure supports the development of sustainable communities around the world, creating a positive impact environmentally, socially

and economically.

James Ross – Non-Executive Director (Chair

of Audit Committee)

Ross has held senior executive management positions

in Renewable and Technology companies.

During this period, he has invested in, developed, financed, divested and acquired numerous energy

projects in hydro, biomass, wind, co gen, fuel cell and gas firming.

He has also been actively involved and invested in numerous technology

companies, including Telecommunications, Renewable, Information Technology, Blockchain and GIS companies.

He has been a Director and Financial

Manager of both public and private companies.

Ross has also served as the President of JSR Capital Inc., an investment fund and corporate

finance firm focused on funding and consulting well-managed emerging renewable, independent power and technology companies since September

Family Relationships

There are currently no family relationships among

our Directors and Executive Officers.

Compliance with Section 16(a) of the Exchange

Section 16(a) of the Exchange Act requires our officers

and directors, and stockholders owning more than ten percent of a registered class of our equity securities, to file reports of ownership

and changes in ownership with the Securities and Exchange Commission.

The Company is not aware of any persons who failed to file reports

under this section.

Involvement in Legal Proceedings

To the best of our knowledge, during the past five

years, none of the following occurred with respect to our directors or executive officers:

any bankruptcy petition filed by or against any business of which one of them was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment or decree of any court of competent jurisdiction, permanently or temporarily inquiring, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction, the SEC or the CFTC to have violated Federal or state securities or commodities laws.

Audit Committee

In December 2021, the Board created an Audit Committee.

The group has convened informally on many occasions

to discuss the contents of this document and the financial statements.

The audit committee members are James Ross (chair) and Michael

James Ross qualifies as an audit committee financial expert and is independent under applicable SEC standards.

Code of Ethics

We are in the process of developing a Code of Business

Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our

chief executive officer and chief financial officer, employees, consultants and advisors.

Once formulated, our Code of Business Conduct

and Ethics will set follow the following guiding principles:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics;

accountability for adherence to the Code of Business Conduct and Ethics.

Executive Compensation

The Company’s compensation committee consists

of two board members.

Any future changes to compensation will be reviewed and implemented by the committee.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid

to, or accrued for, each of our current executive officers or officers who were in place over the last two fiscal years.

Name and Principal Position

4 unchanged sentences

Kelly White (2)

Executive VP Finance

the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to

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

White was appointed Executive Vice President of Finance July 1, 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

White was nominated to her current position.

Equity Awards at Fiscal Year End

following table sets forth the number of shares of common stock covered by outstanding stock option awards that are exercisable and unexercisable,

and the number of shares of common stock covered by unvested restricted stock awards for each of our named executive officers as of December

Reflects the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to ASC 718

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

Kelly White appointed VP Finance since 2015.

Other Agreements

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the number of shares

of common stock covered by outstanding stock option awards that are exercisable and unexercisable, and the number of shares of common

stock covered by unvested restricted stock awards for each of our named executive officers as of December 31, 2024.

Outstanding Equity Awards at Fiscal Year-End For Each Named Officer

9 unchanged sentences

Kelly White (exp.date’27)

2021 each of the Company’s Directors were granted 500,000 options, 1,000,000 in total.

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 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;

Equity Awards

On January 8, 2024, the Company granted its Chief

Executive Officer (CEO) a one-time award of 264,000 stock options.

These options were fully vested upon grant and had a total fair market

value of $23,979 as of the grant date.

The options have an exercise price of $.0347 per share, which was equal to the fair market value

of the Company’s common stock on the grant date, and will expire on January 8, 2029, unless exercised earlier in accordance with

the plan terms.

This grant was designed to recognize the CEO’s leadership and contributions to the Company while aligning their

interests with those of shareholders.

No other equity-based awards were granted to named executive officers during the fiscal year ended

December 31, 2024.

Director Compensation

The Company did not provide any standard

compensation, including cash retainers, equity awards, or other benefits, to its directors for the fiscal year ended December 31, 2024.

No stock options, restricted stock units, or other equity-based incentives were granted to members of the Board of Directors during this

However, James Ross, a member of the Board

of Directors, has a separate consulting agreement with the Company.

Under this agreement, Mr.

Ross provides strategic advisory services

in exchange for $3,000 per month.

This agreement was approved by the Board and is subject to the Company’s related-party transaction

The Board continues to evaluate director compensation policies

in alignment with the Company’s growth strategy and governance practices.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of March 31, 2025, the Registrant had 46,922,665

shares of common stock issued.

The following table sets forth certain information

regarding the beneficial ownership of our common stock as of March 31, 2025:

● each person that is known by us to beneficially

own more than 5% of our common stock;

● each of our directors;

each of our executive officers and significant employees;

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 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.

● each of our executive officers and significant

● all our executive officers, directors and

significant employees as a group.

Under 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 March 31, 2025.

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 46,922,665 shares outstanding as of March 31, 2025.

The address for those individuals

for which an address is not otherwise provided is c/o Rainmaker Worldwide Inc., East Sunset Road, Suite 5, Las Vegas, NV.

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

Percent of Class Outstanding

Percent of Class

James Ross, Director

Mamdouh Shoukri, Director

Michael O’Connor, CEO and Executive Chairman (1)

Kelly White, EVP Finance (2)

Kelly White, VP Finance (2)

Executive officers, directors and significant employees as a group (3 persons directly above)

and options held by individual and respective corporations in each case.

Relationships and Related Transactions, and Director Independence

than the compensation described above in Item 11 Executive Compensation, there are no related party transactions.

currently act with three directors, Michael O’Connor, James Ross and Dr.

Mamdouh Shoukri.

Shoukri both qualify

as an “independent director”.

Accounting Fees and Services

aggregate fees billed for the most recently completed fiscal year ended December 31, 2023 and for fiscal year ended December 31, 2022

for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial

statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with

statutory and regulatory filings or engagements for these fiscal periods were as follows:

Shares and options held by individual and respective corporations in each case.

Certain Relationships and Related Transactions, and Director Independence

Other than the compensation described above in Item

11 Executive Compensation, there are no related party transactions.

Director Independence

We currently act with two directors, Michael O’Connor

and James Ross.

Ross qualifies as an “independent director”.

Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed

fiscal year ended December 31, 2024 and for fiscal year ended December 31, 2023 for professional services rendered by the principal accountant

for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q

and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these

fiscal periods were as follows:

Audit Related Fees

All Other Fees

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.

All of the above services and fees were reviewed and

approved by the board of directors either before or after the respective services were rendered.

board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of

services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Financial Statement Schedules

13a-14 (d)/15d-14d) Certifications

Fees for the year ended December 31, 2024 and 2023

relate to M&K CPAS, PLLC, the Company’s auditor.

Our board of directors pre-approves all services provided

by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or

after the respective services were rendered.

Our board of directors has considered the nature and

amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is

compatible with maintaining our independent auditors’ independence.

Exhibits, Financial Statement Schedules

Exhibit Number

Rule 13a-14 (d)/15d-14d) Certifications

Section 302 Certification by the Principal Executive Officer

Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer

1350 Certifications

Section 1350 Certifications

Section 906 Certification by the Principal Executive Officer

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

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

which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the

related instructions or are inapplicable, and therefore have been omitted.

WORLDWIDE INC.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

(b) Financial Statement Schedules

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 which provision is made in the applicable accounting regulations

of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been

RAINMAKER WORLDWIDE INC.

FINANCIAL STATEMENTS

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

4 unchanged sentences

Notes to the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Rainmaker Worldwide, Inc.

on the Financial Statements

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 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.

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Rainmaker Worldwide, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Rainmaker Worldwide,

(the Company) as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in

the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The 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.

Basis for Opinion

These 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

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.

We 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 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.

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 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

be fixed or fluctuates with the stock price.

management’s estimates of the fair value of the derivative liability involves significant judgements and estimates given the embedded

conversion features of the notes.

evaluate the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the

host contract and is recorded as a liability subject to market adjustments as of each reporting period.

Significant judgment is exercised

by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged

by management.

evaluated management’s conclusions regarding their derivative liability and reviewed support for the significant inputs used in

the valuation model, as well as assessing the model for reasonableness.

Our 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

The 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.

Going Concern

As discussed in Note 1 to the consolidated financial statements, the Company

has incurred continuing losses from operations and has a significant accumulated deficit.

Auditing management’s evaluation of a going concern can be a significant

judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluated

the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s

disclosure on going concern.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC

have served as the Company’s auditor since 2020.

Woodlands, TX

WORLDWIDE INC.

Gold and Silver Mining of Nevada Inc.)

We have served as the Company’s auditor since

The Woodlands, TX

March 31, 2025

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Balance Sheets

11 unchanged sentences

Convertible notes payable, net of discount of $ 0 and $ 8,960

Convertible notes payable-related parties, net of discount of $ 1,915 and $ 0

Convertible notes payable

Notes payable - related parties

Other loans payable

Derivative liabilities

Total Current Liabilities

Long Term Payables

Long term notes payable – related parties

Total Long Term Payables

Total Liabilities

3 unchanged sentences

Authorized shares:

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

150,000 issued and outstanding at December 31, 2024 and 2023.

Preferred Stock Payable

Total Mezzanine Equity

1 unchanged sentence

Common stock - $ 0.001 par value;

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

500,000,000 authorized at December 31, 2024 and 2023;

19,987,241 outstanding at December 31, 2024 and 2023

Additional paid-in capital

3 unchanged sentences

( 74,064,417 )

Accumulated other comprehensive income

Total Stockholders’ Equity (Deficit)

2 unchanged sentences

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of these financial statements.

WORLDWIDE INC.

Gold and Silver Mining of Nevada Inc.)

The accompanying notes are an integral part of

these financial statements.

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Operations and Comprehensive Loss

4 unchanged sentences

Loss from Operations

( 1,449,659 )

Other income (expense)

Income (loss) from write-off of prepaid expenses

Interest expense

Amortization of debt discount

Initial derivative expense

Change in derivative liabilities expense

Loss on equity method investment

Impairment expense

Total other income (expense)

8 unchanged sentences

$ ( 1,229,753 )

Other comprehensive income (loss)

Foreign exchange translation gain (loss)

Net income (loss) and comprehensive income (loss)

$ ( 1,229,753 )

$ ( 1,759,980 )

Net loss per share:

2 unchanged sentences

Basic and diluted

accompanying notes are an integral part of these financial statements.

WORLDWIDE INC.

Gold and Silver Mining of Nevada Inc.)

The accompanying notes are an integral part of

these financial statements.

RAINMAKER WORLDWIDE

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Stockholders’ Equity (deficit)

Stock Receivable

comprehensive

A Preferred Stock

Mezzanine Equity

Series A Preferred Stock

comprehensive

December 31, 2021

Balance, December 31, 2022

( 72,834,664 )

( 10,300,375 )

Conversion of convertible

promissory notes

Shares cancelled

Conversion of convertible promissory notes

Stock-based compensation

Foreign currency translation

gain (loss) for the quarter

Issuance of Common Stock for acquisition

Issuance of Series A preferred stock for cash

Foreign currency translation re disposal of foreign subsidiary

Net gain (loss) for the period

( 1,229,753 )

December 31, 2022

Balance, December 31, 2023

( 74,064,417 )

2 unchanged sentences

( 10,947,316 )

Conversion of convertible

promissory notes

Mezzanine Equity

Series A Preferred Stock

comprehensive

Stock-based compensation

Issuance of Common Stock for

Issuance of Series A preferred

stock for cash

Foreign currency translation

re disposal of foreign subsidiary

gain (loss) for the period

Settlement of derivative liability

Stock payable-Preferred

Receipt of funds owed

Net gain (loss) for the period

( 1,056,242 )

Net gain (loss)

( 1,056,242 )

December 31, 2023

Balane, December 31, 2024

$ ( 75,120,659 )

3 unchanged sentences

accompanying notes are an integral part of these financial statements.

WORLDWIDE INC.

Gold and Silver Mining of Nevada Inc.)

RAINMAKER WORLDWIDE

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Cash Flows

Year Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Net gain (loss)

Ended December 31,

FLOWS FROM OPERATING ACTIVITIES

income (loss)

$ ( 1,056,242 )

$ ( 1,229,753 )

Adjustments to reconcile net income to net cash used for operating activities:

Stock-based compensation

Derivative expense – warrants

Impairment expense

Discount amortization

Change in fair value of derivative liabilities

Change in operating assets and liabilities:

Accounts receivable

Prepaid expenses, prepaid expenses related parties

Accounts payable, related party payables and accrued liabilities

Customer deposits

CASH USED FOR OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Restructuring/discontinued operations

CASH USED FOR INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of stock-preferred stock payable

Borrowed on convertible debt

to reconcile net income (loss) to net cash used for operating activities:

(Income)/Loss from equity method investment

fair value of derivative liabilities

( 1,096,092 )

operating assets and liabilities:

Prepaid expenses,

prepaid expenses related parties

payable, related party payables and accrued liabilities

USED FOR OPERATING ACTIVITIES

FLOWS FROM INVESTING ACTIVITIES

Promissory note issuance-related party

repaid from related party note issuance

USED FOR INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES

from preferred subscription

Borrowed on debt

Borrowed on debt related party

Repayments on other loans payable

CASH PROVIDED BY FINANCING ACTIVITIES

Effect on Foreign Currency Exchange

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT PERIOD END

NON-CASH TRANSACTIONS

Shares issued for conversion

Receipts of prepaid inventory

issued for cash

Borrowed on debt-related

Repayments on other loans

PROVIDED BY FINANCING ACTIVITIES

on Foreign Currency Exchange

INCREASE (DECREASE) IN CASH

AT BEGINNING OF YEAR

AT PERIOD END

Shares issued

for conversion

of prepaid inventory

Share cancellation

Amendment to convertible note

Conversion of AP-Related Party to Convertible Notes Payable-Related Party

Conversion of AP-Related Party to Notes Payable-Related Party

Debt swap with RWI

to convertible note

Settlement of derivative by repayment of convertible note

Divestiture of RWI

Initial derivative discount

Derivative/Debt Discount

accompanying notes are an integral part of these financial statements.

2 unchanged sentences

Worldwide Inc.

(“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.

On 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.

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 in the capital of RWI from the RWI Shareholders

(being all of the issued and outstanding shares in the capital 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 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 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.

(“RAKR” or the “Company”) is a Nevada corporation specializing in energy-efficient freshwater

production and purification technologies.

The Company utilizes Air-to-Water (“AW”) systems that extract water from atmospheric

humidity and offers a wide range of solutions to transform contaminated or seawater into potable or reusable water.

Through its strategic

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

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.

Net losses for the years ended December 31, 2024, and 2023, were $ 1,056,242

and $ 1,229,753 ,

respectively.

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

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.

costs associated with maintaining the Company’s listing and current filing status with the SEC remain significant.

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

cover its operating costs.

As of December 31, 2023, the Company had total assets of $ 30,725 , which increased to $ 50,116 as of December

However, 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.

Worldwide Inc.

(“RAKR” or the “Company”) is a Nevada-based corporation that became publicly traded on July 3,

2017, following a reverse merger.

The 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.

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 % interest.

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.

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 %.

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.

conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and

therefore impaired the asset to zero.

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

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

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.

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.

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.

2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V.

(“DRM”), and Wind en Water Technologie

(“WWT”) 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.

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.

Company has incurred continuing losses from its operations and has an accumulated deficit of $ 75,120,659 .

13 unchanged sentences

In addition, revenues are being forecasted at the operational

Consolidation

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 basis.

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.

Significant Accounting Policies

3 unchanged sentences

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.

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.

Actual results could differ from those estimates.

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

1 unchanged sentence

reporting currency of the Company is the United States dollar.

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.

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

Intangible Assets.

8 unchanged sentences

Depreciation periods for the Company’s property and equipment are as follows:

of Estimated Useful Lives of Property and Equipment

Leasehold Improvements – lesser

of 10 years or lease duration

Schedule of Estimated Useful Lives of Property and Equipment

Improvements – lesser of 10 years or lease duration

Manufacturing

Equipment – 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.

Furniture & Equipment – 5 years

Demonstration

Equipment – 10 years

Property – 14 years

Software – 5 years

Financial Instruments

6 unchanged sentences

For option-based

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

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

and subsequent valuation dates.

11 unchanged sentences

of the asset and any costs attributable to bringing the asset to its working condition for its intended use.

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

of 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.

16 unchanged sentences

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.

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.

Another source of revenue is in exchange for operating, maintenance and professional services.

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,

5 unchanged sentences

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.

recognized at December 31, 2024 and December 31, 2023 are $ 143,725 and $ 78,912 respectively.

Party Transactions

are considered to be related if one party has the ability to directly or indirectly control the other party or exercise significant influence

over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject to common

control or common significant influence.

are related if one party can directly or indirectly control the other party or exercise significant influence over the other party in

making financial and operating decisions.

Parties are also considered to be related if they are subject to common control or common significant

Related parties may be individuals or corporate entities.

A transaction is considered to be

a related party transaction when there is a transfer of resources or obligations between related parties.

Related party transactions

that are in the normal course of business and have commercial substance are measured at the exchange amount.

A transaction is a related party transaction when there is a transfer

of resources or obligations between related parties.

Related party transactions that are in the normal course of business and have commercial

substance are measured at the exchange amount.

Payment Expense

Company follows the fair value method of accounting for stock awards granted to employees, directors, officers, and consultants.

awards to employees are measured at the fair value of the related share-based awards.

awards for employees are measured at the fair value of the related share-based awards.

Share-based payments to others are valued based

11 unchanged sentences

to which such costs relate.

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

Advertising costs are expensed as incurred.

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

costs are expensed as incurred.

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

9 unchanged sentences

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.

The Company has options, debentures and other potentially dilutive instruments extending to the latest date of January 8, 2029.

Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities

8 unchanged sentences

differences, projected future taxable income, tax-planning strategies, and results of recent operations.

If we determine that we would

If we determine that we will

be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred

12 unchanged sentences

The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date

reflects the Company’s best estimate of the number of equity instruments that will ultimately vest.

The profit or loss charge or

credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding

and reflects the Company’s best estimate of the number of equity instruments that will ultimately vest.

The profit or loss charge

or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding

amount is represented in share-based compensation reserve.

31 unchanged sentences

Concentration

to the infancy of the Company’s market penetration, current sales are concentrated on a limited number of customers.

to the infancy of the Company’s market penetration, current sales are concentrated on a limited number of customers, regions and

and Cash Equivalents

13 unchanged sentences

When the Company earns the deposit amount, the current liability will be debited, and sales revenues will be credited.

for the fiscal year ended December 31, 2024, the Company adopted ASC 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures.

The Company operates as a single reportable segment, as its activities primarily focus on the development and commercialization

of water production and purification technologies.

Due to minimal revenue and the early stage of operations, significant expenses are

primarily corporate in nature and not allocated across multiple business units.

The Company will continue to assess its segment reporting

as operations expand.

3 – Equity Investment

WORLDWIDE INC.

(ONTARIO)(RWI)

April 1, 2023, RAKR divested 60 %

interest in RWI.

On January 16, 2024, RAKR entered into an agreement with RWI to acquire Miranda Environmental and Water Treatment

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

(“Miranda”) in Ankara,

This required RAKR to invest $ 400,000

into RWI to execute this acquisition.

This investment was considered an Equity Investment.

On December 31, 2024, under a Debt

Swap and Conversion Agreement, RWI assumed $ 112,378

owed by RAKR to RWI and four affiliated parties thereby reducing its investment in RWI.

The remaining balance of the investment was

then converted into shares of RWI, which—together with RWI’s simultaneous restructuring—resulted in the

Company’s ownership decreasing to 13.65 %,

no longer considering the investment as an Equity Investment.

of Equity Investment

Worldwide Inc.

investment cost

Distributions

Equity method investment losses

Impairment expense

value of investment

Impairment of Investment in RWI

Based on the information available, we have decided to impair the asset

in accordance with standard accounting principles.

Specifically, as of December 31, 2024, RWI’s financials reflect insufficient

cash, a net liability position, and ongoing net losses.

Given these circumstances, we believe it is unlikely that the investment will

generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss

of the equity method investment.

As a result, we have impaired this asset to zero.

The Company was well aware of this position in advance

of the restructuring.

More important than the equity value to the Company is the strategic value of the asset that is expected to jointly

generate future revenues and technological advancements.

While this cannot be guaranteed, the Company and RWI continue to work together

to advance the value of both businesses.

The nature of the water infrastructure business is a long sales cycle depending on factors such

as developers receiving permits in a timely fashion for projects that would require water treatment.

(see also Note 11 and 17).

Convertible Notes Payable

1 unchanged sentence

$ 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 .

Accrued interest to December 31, 2024, was $ 3,072 .

September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $ 3,105,897 bearing interest of 10 %

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

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 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), 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

Each of the 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.

The 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

The maturity date was extended to March 14, 2024.

On March 14, 2024, a second amendment to this loan was signed agreeing

to roll the accrued interest to date of $ 200,651 into the principal amount resulting in a total principal amount of $ 4,224,702 (the “New

Principal Amount 2”).

The maturity date was extended to July 14, 2024.

On July 14, 2024, a third amendment to this loan was signed

agreeing to roll the accrued interest to date of $ 141,209 into the principal amount resulting in a total principal amount of $ 4,365,911

(the “New Principal Amount 3”).

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

maturity date of one year ( February 7, 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 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.

The maturity date was extended to January 14, 2025.

As of December 31, 2024, the accrued

interest for this note was $ 203,344 .

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

32 unchanged sentences

During Q2, 2023, the remaining principal balance and accrued interest were converted into 705,566 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.

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 was 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

9 unchanged sentences

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

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 the 180 th day.

During Q3, 2023, this

note went through conversions reducing the principal amount by $ 44,230 , converting into 3,806,084 common shares.

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 228,974 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.

The 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 maturity.

This note had an Original Issue Discount of

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

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.

The convertible note

in the amount of $ 8,200 and the convertible note in the amount of $ 3,105,896.72 (discussed in Note 3) had an initial debt discount of

$ 397,542 , loss on initial derivative of $ 126,888 and a derivative liability of $ 524,330 .

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

to the tainted equity environment at July 26, 2022, the Company recognized derivative liability for existing warrants in the amount of

On December 31, 2022, a gain on derivative liabilities was recognized in the amount of $ 229,355 leaving a fair value at December

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

liabilities (fair value)

Beginning Balance

Change due to Issuances

Change due to Conversions

Mark-to-market

Ending Balance

$ 5,000 and as of March 31, 2024, it is fully amortized.

As of December 31, 2023, $ 9,875 was converted into 500,000 common shares leaving

the remaining principal balance of $ 11,125 .

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

on the conversions.

During the first quarter of 2024, this note was paid in full including interest of $ 3,675 .

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 $ 326,883

reflecting amounts due for services provided

pursuant to the terms of Consulting Agreements between the Holders and the Company.

Each note is a one-year

term, carrying an interest rate of 10 %

per annum and will convert at a fixed rate of $ 0.0347

The debt discount as of December 31,

2024, is $ 2,123 .

As of December 31, 2024, accrued interest for these notes was $ 31,972 .

Notes Payable, Related Parties

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 .

31, 2024, $ 5,516 was repaid as part of a Debt Swap Agreement entered into with RWI including accrued interest of $ 2,507 (described in

Note 3 and Note 17).

The principal balance remaining is $ 8,000 with accrued interest to December 31, 2024, in the amount of $ 3,637 .

2017 compensation was due to members of the executive management team in the amount of $ 312,000 .

2 unchanged sentences

$ 60,000 principal

and accrued interest of $ 15,071 remains.

and accrued interest of $ 17,471 remains as of December 31, 2024.

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

4 unchanged sentences

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

This amount was repaid during Q2 2023 and the balance owing as of December 31, 2024, is nil .

January 8, 2024, to alleviate the payables burden on the Company, executives agreed to, and the Company issued three long-term promissory

notes totalling $ 640,000 .

Each note is a two-year

term, carrying an interest rate of 10 %

The notes can become convertible notes at a fixed conversion rate of $ 0.0347

per share if the Company and the holder both agree.

of December 31, 2024, accrued interest for these notes is $ 62,597 .

on 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 totalling $ 326,883 (see Note 4 for details).

Other Loans Payable

4 unchanged sentences

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 .

The terms and conditions remained the same except for 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

As of December 31, 2024, this accrued interest remains outstanding.

Derivative Liabilities

During the quarter, on September 26, 2024, the Company

executed a 1-for-25 reverse stock split, which resulted in a reduction in the total number of outstanding shares.

As a result of this

reverse stock split, the Company’s previously outstanding derivative instruments, which were tied to the conversion of shares, are

now fully convertible.

Consequently, all potential conversion rights are now exercisable, and the associated derivative liabilities have

been extinguished as of the reverse stock split date.

Accordingly, the Company no longer recognizes derivative liabilities in its financial

Schedule of Derivative Liabilities and Fair Value

Derivative liabilities (fair value)

Beginning Balance

Change due to Issuances

Change due to Conversions

Mark-to-market

Gain on derivatives-convertible notes

Gain on derivatives-warrants

Fair Value Balance December 31, 2024

Intellectual Property

11 unchanged sentences

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.

have any demonstration equipment.

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 basis.

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.

at December 31, 2024, the Company had authorized 501,000,000 shares, 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, 2024, 19,987,241 common stock was issued and outstanding.

The following table details the number of common stock issued:

Schedule of Common Stock

of Common Stock

Number of Stock

1 unchanged sentence

Conversion of convertible promissory notes

Shares cancelled

Common shares issued for acquisition

Balance, December 31, 2023

Conversion of convertible promissory notes

Common shares issued for acquisition

Balance, December 31, 2024

August 9, 2022, the Company issued 1,376,147 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

August 16, 2022, the Company issued 1,834,862 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

September 1, 2022 (effective June 13, 2022), 197,183 shares were rescinded by a shareholder.

September 6, 2022, the Company issued 1,648,352 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

September 12, 2022, the Company issued 1,250,000 shares completing the full conversion of a convertible promissory note including accrued

interest of $ 2750 .

(See Note 3 for details).

September 20, 2022, the Company issued 2,542,373 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

October 6, 2022, the Company issued 3,000,000 shares upon a partial conversion of a convertible promissory note.

(See Note 3 for details).

October 24, 2022, the Company issued 4,988,208 shares upon a partial conversion of a convertible promissory note.

(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).

2023, the Company issued 11,955,376 shares upon conversions of convertible promissory notes (see Note 4 for details).

No shares have

been issued this fiscal year to December 31, 2024.

Related Party Transactions

1 unchanged sentence

$ 1,607,896 ).

to other related party payables in Notes 5 and 6.

to other related party payables in Note 4 and Note 5.

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.

31, 2024, the Company entered into an Agreement whereby this loan to RHBV was applied to certain payables related to RHBV fully eliminating

this loan and all accrued interest to this date.

November 6, 2023, the Company issued 1,600,000 shares to RWI to finalize the Miranda acquisition.

Shares were valued at $ 48,000 on the

date of signature of the agreement with RWI to affect that acquisition.

$ 24,000 was received on January 15, 2024, in payment for these

The difference of $ 24,000 was recorded as stock-based compensation in Q3, 2023.

Effective April 1, 2023, the Company divested 60 %

interest in RWI.

On December 31, 2024, RWI went through a restructuring and, combined with an agreement to convert the Company’s

investment in RWI into RWI shares, the Company now owns 13.65 % of RWI (see Note 3 and Note 17 for more details).

January 16, 2024, the Company made an investment in RWI in the amount of $ 400,000 .

At the same time, the 60 %

shareholder of RWI invested $ 600,000

such that both parties fully funded the first

payment due to acquire 60 %

As of December 31, 2024, $ 7,000

in distribution payments have been received.

Due to the restructuring discussed above, the Company converted the remaining investment into shares of RWI and remains on the balance

sheet an investment in the amount of $ 280,622

(See Note 3 and Note 17 for more details).

Based on the information available, we have decided to impair the asset

in accordance with standard accounting principles.

Specifically, as of December 31, 2024, RWI’s financials reflect insufficient

cash, a net liability position, and ongoing net losses.

Given these circumstances, we believe it is unlikely that the investment will

generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss

of the equity method investment.

As a result, we have impaired this asset to zero.

The Company was well aware of this position in advance of the restructuring.

More important than the equity

value to the Company is the strategic value of the asset that is expected to jointly generate future revenues and technological advancements.

While this cannot be guaranteed, the Company and RWI continue to work together to advance the value of both businesses.

The nature of

the water infrastructure business is a long sales cycle depending on factors such as developers receiving permits in a timely fashion

for projects that would require water treatment.

Commitments and Contingencies

4 unchanged sentences

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

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.

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.

The amount of the judgement including costs is $ 4,423,910 .

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, 2024 (2023:

14 unchanged sentences

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 .

July 1, 2022, the Company granted 60,000 options as compensation to the newly filled position, VP Sales and 100,000 to the VP Finance.

25,600 and 20,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and

exercisable at $ 3.00 per share.

In January, 2024, the Board of Directors modified the exercise price to $ 0.0347 per share as part

of the change described directly below.

8, 2024, the Board of Directors granted 264,000 fully vested options to the Company’s CEO, with a term of 5 years and exercisable

at $ 0.0347 per share ( 70 % of the 30-day Volume Weighted Average Price prior to this date).

These options are the first options granted

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

The CEO is now aligned with the executive management

compensation.

At the same time, the Board of Directors modified 528,000 fully vested shares allocated to executives, directors and

former management to reflect the same exercisable price of $ 0.0347 per share.

the period ended December 31, 2023, the Company recorded a stock option expense of $ 108,581 .

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, 2024, the Company

recorded stock option expense of $ 23,979 .

connection with the repricing of certain stock options, the Company reassessed the fair value

of the modified awards compared to the original awards.

As a result of this reassessment,

the Company recognized additional stock-based compensation expense of $ 21,770 for the year

ended December 31, 2024.

Company estimates the fair value of stock options using the Black-Scholes model.

For grants classified as ‘plain vanilla,’

the expected term was calculated using the SEC’s Simplified Method [(vesting term + contractual term)/2] due to insufficient

historical exercise data.

This approach aligns with SAB Topic 14.D.2 and reflects the Company’s significant changes to share

option grant terms in recent years, which rendered historical exercise patterns inapplicable.

Schedule of Warrants and Options

Warrants and Options

To December 31, 2023

December 31, 2024

Schedule of Share-Based Payment Award Stock Options Valuation Assumptions

The assumptions used in the Company’s Black Scholes

option pricing is as follows:

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

0.0042 -$ 0.2

Exercise Price

0.035 -$ 3.75

Number of Options Granted

Dividend Yield

Expected Volatility

Weighted Average Risk-Free Interest Rate

Term (in years)

of Options Granted

Average Risk-Free Interest Rate

Company recognizes deferred tax assets and liabilities using the asset and liability method.

15 unchanged sentences

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 .

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 authorities .

Schedule of Effective Income Tax Rate Reconciliation

4 unchanged sentences

Taxable Income

( 1,175,067 )

Deferred Tax Asset:

3 unchanged sentences

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.

April 1, 2023, the Company divested 60 % of RWI, its privately held Ontario-based subsidiary, retaining a 40 % ownership interest.

transaction is reflected in the accompanying financial statements in accordance with ASC 205-20-45-1E.

The purpose of this divestiture

was to secure full funding for the development of the North American market, which includes both Rainmaker and Miranda products, as described

in the Joint Development Agreement (see Note 1).

December 31, 2024, RWI underwent an additional restructuring that reduced the Company’s ownership to 13.65 %.

To maintain this interest, the Company converted its investment in RWI into shares of RWI.

This investment, after calculating the Company’s

share of RWI’s consolidated losses of $ 191,471 and the application of payables due to related people and entities in the amount

$ 112,378 as outlined in a Debt Swap Agreement dated December 31, 2024, was valued at $ 89,151 .

Based on the information available, we have decided to impair the asset

in accordance with standard accounting principles.

Specifically, as of December 31, 2024, RWI’s financials reflect insufficient

cash, a net liability position, and ongoing net losses.

Given these circumstances, we believe it is unlikely that the investment will

generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss

of the equity method investment.

As a result, we have impaired this asset to zero.

The Company was well aware of this position

in advance of the restructuring.

More important than the equity value to the Company is the strategic value of the asset that is expected

to jointly generate future revenues and technological advancements.

While this cannot be guaranteed, the Company and RWI continue to work

together to advance the value of both businesses.

The nature of the water infrastructure business is a long sales cycle depending on factors

such as developers receiving permits in a timely fashion for projects that would require water treatment.

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.

June 29, 2022, the Company has authorized shares of 501,000,000 , of which 500,000,000 shares are common stock (see Note 10) 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

2 unchanged sentences

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:

common stock of the Company at $ 0.015 per share.

On January 16, 2024, the Company received $ 420,000 for the purchase of 420,000 preferred

shares and a further $ 5,000 on March 5, 2024 and July 1, 2024 for a total of $ 430,000 for the purchase of 430,000 preferred shares.

Series A Preferred Stock will be increased in the future and these 430,000 preferred shares will be issued at that time under the same

terms as those designated on May 23, 2023.

Therefore, this amount has been recorded as Stock Payable-Preferred until that occurs.

holder of Series A Preferred Stock has the following rights:

1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK:

73 unchanged sentences

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

The Preferred Stockholders have the right to demand/receive

The Preferred Stockholders have the right to do demand/receive

cash if any of the following happen.

26 unchanged sentences

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.

The purchase price per share shall be US$ 0.015 , reflecting a discount to market price of 50 % at the time of signing this

Payment Terms:

13 unchanged sentences

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

of December 31, 2024 and December 31, 2023, the Company had 150,000 shares of Series A Preferred Stock outstanding for each period 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.

Segment Reporting

of ASC 2023-07

for the fiscal year ended December 31, 2024, the Company adopted the provisions of ASC 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which require enhanced disclosures regarding significant segment expenses and the measures used by

the Company’s Chief Operating Decision Maker (“CODM”) in evaluating financial performance.

Reportable Segment

Company specializes in the development and commercialization of freshwater production and purification systems.

The Company’s CEO (CODM) reviews operating

results and makes resource allocation decisions on a consolidated basis.

As a result, the Company has determined that it operates in

one reportable segment and that the adoption of ASC 2023-07 did not result in a change to the Company’s segment reporting structure.

of Segment Reporting

and Administrative expense

Profit (Loss) from Operations

Profit (Loss) Other expense

Segment Items – Interest expense

Company generated 100 % of its revenue from customers in the Caribbean during the years ended December 31, 2024 and 2023.

the year ended December 31, 2024, one customer accounted for 100 % of total revenue.

loss of this customer could have a material adverse impact on the Company’s revenues and operating results until such time as the

Company diversifies and expands its customer base.

Due to limited operational activities and a single reportable segment structure, no additional segment disclosures beyond those discussed

above are required under ASC 2023-07.

The Company will continue to monitor its operations and update segment reporting as necessary if

future expansion or changes in the business model warrant additional segments.

Subsequent Events

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.

January 2, 2025, the Company issued 15,269,730 sh ares of common stock to its Chief Executive

Officer in exchange for the full conversion of two promissory notes held by the CEO.

Additionally, on January 2, 2025, the Company issued

11,665,694 shares of common stock to its VP Finance in exchange for the full conversion of two

promissory notes held by the VP Finance.

These conversions reduced the Company’s outstanding debt and increased the total number

of shares of common stock outstanding and fully satisfies all notes held by these parties.

January 14, 2025, the Company and Sphere 3D agreed to an amendment to the convertible promissory note which extended the maturity date

to January 14, 2026 and adds the unpaid interest to the principal amount.

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.

Rainmaker Worldwide Inc.

April 1, 2024

Worldwide Inc.

March 31, 2025

Michael O’Connor

President, Chief Executive Officer and Interim Chief

Financial Officer

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.

April 1, 2024

Michael O’Connor

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