Rainmaker Worldwide Inc. 10-K

Item 9A. 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 forms. 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: 1. 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. 2. As of December 31, 2024, we did not establish a formal written policy for the approval, identification, and authorization of related party transactions. 3. 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. 20 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 reporting. 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 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. Item 9B. Other Information None PART III Item 10. 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. Name Position Held with the Company Age Date First Elected or Appointed Michael O’Connor CEO* and Executive Chairman 58 July 21, 2014 James Ross Non-Executive Director 67 December 20, 2021 *Mr. 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. 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 Chairman 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. In 1998, Mr. 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 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. Mr. 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. 21 James Ross – Non-Executive Director (Chair of Audit Committee) Mr. 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. Mr. 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. Family Relationships There are currently no family relationships among our Directors and Executive Officers. Compliance with Section 16(a) of the Exchange Act 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: (1) 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; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) 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; and (4) 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 O’Connor. James Ross qualifies as an audit committee financial expert and is independent under applicable SEC standards. 22 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: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. 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; 3. compliance with applicable governmental laws, rules and regulations; 4. 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; and 5. accountability for adherence to the Code of Business Conduct and Ethics. Item 11. 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 Year Salary ($) Bonus ($) Stock Awards Option Awards (A) All Other Compensation Total Michael O’Connor (1) 2024 $ 96,000 - - $ 23,979 - $ 119,979 CEO and Executive Chairman 2023 $ 143,500 - - - - $ 143,500 Kelly White (2) 2024 $ 96,000 - - $ - $ 96,000 VP Finance 2023 $ 133,500 - - $ 98,029 - $ 231,529 (A) Reflects the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to ASC 718 1 Michael O’Connor was appointed as the Company’s Chief Executive Officer and Executive Chairman July 2017 for Rainmaker Worldwide Inc. post RTO. 2 Kelly White appointed VP Finance since 2015. Other Agreements None. 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 Option Awards Name Number of Securities Underlying Unexercised Options(#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Michael O’Connor 264,000 - - .0347 2029 Kelly White (exp.date’26) 164,000 - - .0347 2026 Kelly White (exp.date’27) 100,000 - - .0347 2027 23 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 period. 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 policies. The Board continues to evaluate director compensation policies in alignment with the Company’s growth strategy and governance practices. Item 12. 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; and ● 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. 24 Name and Address of Beneficial Owner Number Percent of Class Outstanding James Ross, Director 26,666 0.06 % Michael O’Connor, CEO and Executive Chairman (1) 15,783,014 33.25 % Kelly White, VP Finance (2) 12,078,440 25.44 % Executive officers, directors and significant employees as a group (3 persons directly above) 27,888,120 58.75 % (1)(2) Shares and options held by individual and respective corporations in each case. Item 13. 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. Mr. Ross qualifies as an “independent director”. Item 14. 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: Year Ended December 31, 2024 2023 $ $ Audit Fees 23,500 22,000 Audit Related Fees - - Tax Fees - - All Other Fees 17,250 15,750 Total 40,750 37,750 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. 25 PART IV Item 15. Exhibits, Financial Statement Schedules (a) Exhibits Exhibit Number Description (31) Rule 13a-14 (d)/15d-14d) Certifications 31.1 Section 302 Certification by the Principal Executive Officer 31.2 Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer (32) Section 1350 Certifications 32.1 Section 906 Certification by the Principal Executive Officer 32.2 Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 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 omitted. 26 RAINMAKER WORLDWIDE INC. FINANCIAL STATEMENTS INDEX Page Report of Independent Registered Public Accounting Firm (Auditor Firm ID 2738 ) F-2 Balance Sheets F-3 Statements of Operations and Comprehensive Loss F-4 Statements of Stockholders’ Equity (Deficit) F-5 Statement of Cash Flows F-6 Notes to the Financial Statements F-7 – F-22 F- 1 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, Inc. (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 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. 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. 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 We have served as the Company’s auditor since 2020. The Woodlands, TX March 31, 2025 F- 2 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Balance Sheets December 31 December 31 2024 2023 Assets Current Assets Cash $ 116 $ 131 Other receivables 50,000 5,594 Prepaid expenses - 25,000 Total Current Assets 50,116 30,725 Total Assets $ 50,116 $ 30,725 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities Accounts payable $ 136,866 $ 172,515 Related party payables 843,449 1,607,896 Accrued liabilities 468,873 195,147 Customer deposits 112,500 112,500 Contingent liability 4,423,910 4,423,910 Convertible notes payable, net of discount of $ 0 and $ 8,960 4,374,111 4,034,415 Convertible notes payable-related parties, net of discount of $ 1,915 and $ 0 324,918 - Convertible notes payable 324,918 - Notes payable - related parties 68,000 73,516 Derivative liabilities - 208,142 Total Current Liabilities 10,752,627 10,343,413 Long Term Payables Long term notes payable – related parties 640,000 - Total Long Term Payables 640,000 - Total Liabilities $ 11,392,627 $ 10,828,041 Mezzanine Equity Preferred stock - $ 0.001 par value; stated value $ 1.00 ; 1,000,000 Authorized shares: Series A; 150,000 issued and outstanding at December 31, 2024 and 2023. $ 150,000 $ 150,000 Preferred Stock Payable 430,000 - Total Mezzanine Equity $ 580,000 $ 150,000 Stockholders’ Equity (Deficit) Common stock - $ 0.001 par value; 500,000,000 authorized at December 31, 2024 and 2023; 19,987,241 outstanding at December 31, 2024 and 2023 $ 19,987 $ 19,987 Additional paid-in capital 63,178,161 63,121,114 Stock receivable - ( 24,000 ) Accumulated deficit ( 75,120,659 ) ( 74,064,417 ) Total Stockholders’ Equity (Deficit) $ ( 11,922,511 ) $ ( 10,947,316 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 50,116 $ 30,725 The accompanying notes are an integral part of these financial statements. F- 3 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Statements of Operations and Comprehensive Loss 2024 2023 Year Ended December 31, 2024 2023 Revenue $ 143,725 $ 78,912 Cost of Goods Sold 143,725 61,940 Gross Margin - 16,972 Expenses General and administrative expense 364,589 $ 623,170 Total Expenses 364,589 623,170 Loss from Operations ( 364,589 ) ( 606,198 ) Other income (expense) Other income 63,761 - Income (loss) from write-off of prepaid expenses ( 25,000 ) - Interest expense ( 639,591 ) ( 398,850 ) Amortization of debt discount ( 333,878 ) ( 453,687 ) Initial derivative expense ( 572,415 ) - Change in derivative liabilities expense 1,096,092 215,827 Loss on equity method investment ( 191,471 ) - Impairment expense ( 89,151 ) - Total other income (expense) ( 691,653 ) ( 636,710 ) Loss from continuing operations ( 1,056,242 ) ( 1,242,908 ) Discontinued operations: Loss from operations of discontinued operations - 13,155 Total discontinued operations - 13,155 Net income (loss) $ ( 1,056,242 ) $ ( 1,229,753 ) Net loss per share: Basic and diluted $ ( 0.0528 ) $ ( 0.094 ) Weighted average number of common shares outstanding: Basic and diluted 19,987,241 13,075,688 The accompanying notes are an integral part of these financial statements. F- 4 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Statements of Stockholders’ Equity (deficit) Shares Amount capital ($) Payable - Preferred Shares Amount ($) paid-in capital ($) Stock Receivable Deficit ($) comprehensive income ($) Total Mezzanine Equity Series A Preferred Stock Additional paid-in Stock Common Stock Additional Accumulated other Shares Amount capital ($) Payable - Preferred Shares Amount ($) paid-in capital ($) Stock Receivable Deficit ($) comprehensive income ($) Total Balance, December 31, 2022 - - - - 6,431,909 6,432 62,155,208 - ( 72,834,664 ) 372,649 ( 10,300,375 ) Conversion of convertible promissory notes - - - - 11,955,332 11,955 451,431 - - - 463,386 Stock-based compensation - - - - - - 108,581 - - - 108,581 Issuance of Common Stock for acquisition - - - - 1,600,000 1,600 46,400 ( 24,000 ) - - 24,000 Issuance of Series A preferred stock for cash 150,000 $ 150.00 $ 149,850 - - - - - - - - Foreign currency translation re disposal of foreign subsidiary - - - - - - 359,494 - - ( 372,649 ) ( 13,155 ) Net gain (loss) for the period - - - - - - - - ( 1,229,753 ) - ( 1,229,753 ) Balance, December 31, 2023 150,000 $ 150 $ 149,850 $ - 19,987,241 19,987 63,121,114 ( 24,000 ) ( 74,064,417 ) - ( 10,947,316 ) Balance 150,000 $ 150 $ 149,850 $ - 19,987,241 19,987 63,121,114 ( 24,000 ) ( 74,064,417 ) - ( 10,947,316 ) Mezzanine Equity Series A Preferred Stock Additional paid-in Stock Common Stock Additional Accumulated other Shares Amount capital ($) Payable - Preferred Shares Amount ($) paid-in capital ($) Stock Receivable Deficit ($) comprehensive income ($) Total Stock-based compensation 45,749 45,749 Settlement of derivative liability 11,298 11,298 Stock payable-Preferred 430,000 - Receipt of funds owed 24,000 24,000 Net gain (loss) for the period - - - - ( 1,056,242 ) - ( 1,056,242 ) Net gain (loss) - - - - ( 1,056,242 ) - ( 1,056,242 ) Balane, December 31, 2024 150,000 $ 150 $ 149,850 $ 430,000 19,987,241 $ 19,987 $ 63,178,161 $ - $ ( 75,120,659 ) $ - $ ( 11,922,511 ) Balance 150,000 $ 150 $ 149,850 $ 430,000 19,987,241 $ 19,987 $ 63,178,161 $ - $ ( 75,120,659 ) $ - $ ( 11,922,511 ) The accompanying notes are an integral part of these financial statements. F- 5 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Statements of Cash Flows 2024 2023 Year Ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 1,056,242 ) $ ( 1,229,753 ) Adjustments to reconcile net income (loss) to net cash used for operating activities: Impairment expense 89,151 - Stock-based compensation 45,749 132,581 Initial derivative 572,415 - (Income)/Loss from equity method investment 191,471 - Discount amortization 333,878 453,687 Change in fair value of derivative liabilities ( 1,096,092 ) ( 215,827 ) Change in operating assets and liabilities: Accounts receivable ( 44,406 ) ( 67 ) Prepaid expenses, prepaid expenses related parties 25,000 5,381 Accounts payable, related party payables and accrued liabilities 889,186 714,236 CASH USED FOR OPERATING ACTIVITIES ( 49,890 ) ( 139,762 ) CASH FLOWS FROM INVESTING ACTIVITIES Promissory note issuance-related party ( 400,000 ) - Cash repaid from related party note issuance 7,000 - CASH USED FOR INVESTING ACTIVITIES ( 393,000 ) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from preferred subscription 430,000 150,000 Borrowed on debt - ( 50,000 ) Stock issued for cash 24,000 - Payments on debt ( 11,125 ) - Borrowed on debt-related party - ( 10,082 ) Repayments on other loans payable - 56,000 CASH PROVIDED BY FINANCING ACTIVITIES 442,875 145,918 Effect on Foreign Currency Exchange - ( 13,155 ) NET INCREASE (DECREASE) IN CASH ( 15 ) ( 6,999 ) CASH AT BEGINNING OF YEAR 131 7,130 CASH AT PERIOD END $ 116 $ 131 NON-CASH TRANSACTIONS Shares issued for conversion - 463,386 Receipts of prepaid inventory - - Share cancellation - - Conversion of AP-Related Party to Convertible Notes Payable-Related Party 326,833 - Conversion of AP-Related Party to Notes Payable-Related Party 640,000 - Debt swap with RWI 112,378 - Amendment to convertible note 341,861 918,154 Settlement of derivative by repayment of convertible note 11,298 - Divestiture of RWI - 359,494 Initial Derivative/Debt Discount 326,833 124,897 The accompanying notes are an integral part of these financial statements. F- 6 Note 1: Nature of Operations and Going Concern Nature of Operations Rainmaker Worldwide Inc. (“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. At present, the Company executes consulting agreements with experienced executive personnel and senior advisors. Future sales will be heavily driven by independent distributors and project developers. The Company had $ 143,725 in revenue for the year ending December 31, 2024, and $ 78,912 in revenue for the year ending December 31, 2023. 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. The costs associated with maintaining the Company’s listing and current filing status with the SEC remain significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities, and has limited resources or revenues to cover its operating costs. As of December 31, 2023, the Company had total assets of $ 30,725 , which increased to $ 50,116 as of December 31, 2024. 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. Company History Rainmaker 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. Originally, the Company operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) (“RWI”), established in 2014 to commercialize its patented water technologies. In line with its expansion strategy, Rainmaker sold a 60 % stake in RWI on March 31, 2023, retaining a 40 % 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. On December 31, 2024, RWI underwent a restructuring, during which the Company converted its investment in RWI into RWI shares. Simultaneously, RWI independently secured new capital investment, reducing the Company’s ownership in RWI to 13.65 %. As a result of RWI’s financial situation—characterized by insufficient cash flow, net liabilities, and ongoing net losses—the Company decided to impair the investment in accordance with standard accounting principles. Given these conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and therefore impaired the asset to zero. The Company was fully aware of this outcome prior to the restructuring. Although the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights, in particular for Mexico and the United States. The Company and RWI continue will work together to maximize the value of these distribution rights. Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely permitting for projects that require water treatment. On October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V. (“RHBV”) by rolling it into Rainmaker Holding B.V., reducing its stake to 5%. Despite this reduction, the Company continues to benefit from access to RHBV’s technology on a cost-plus pricing basis. Rainmaker’s corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company underwent a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In 2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. (“DRM”), and Wind en Water Technologie Holding B.V. (“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. Today, RAKR remains committed to delivering advanced water production and purification solutions, leveraging its innovative technologies and expanded product range, particularly through its distribution agreements for Miranda products. The Company is focused on business development across North, South, and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions. Going Concern The Company has incurred continuing losses from its operations and has an accumulated deficit of $ 75,120,659 . There are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs and required debt service. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm its financial condition and operating results. These conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s plans include seeking to procure additional funds through debt and equity financing to enable it to meet its operating needs including current and future sales orders. In addition, revenues are being forecasted at the operational level. F- 7 Share Consolidation On September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-twenty-five 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. Note 2: Significant Accounting Policies Basis of Preparation The financial statements presented are for the entity Rainmaker. The financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”). The 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. All accounting policies are chosen to ensure the resulting financial information satisfies the concepts of relevance and reliability. Foreign Currency Translation The reporting currency of the Company is the United States dollar. Intangible Assets No Intangible Assets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any recognized impairment loss. Cost includes the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided at rates estimated to write off the cost of the relevant assets less their estimated residual values by equal annual amounts over their expected useful lives. Residual values and expected useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. Depreciation periods for the Company’s property and equipment are as follows: Schedule of Estimated Useful Lives of Property and Equipment Leasehold Improvements – lesser of 10 years or lease duration Manufacturing Equipment – 5 years Office Furniture & Equipment – 5 years Demonstration Equipment – 10 years Intellectual Property – 14 years Computer Software – 5 years Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company used a Monte Carlo simulation model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. F- 8 Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Demonstration Equipment Demonstration equipment is stated at cost less accumulated depreciation and any recognized impairment loss. Cost includes the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended use. Depreciation 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. The residual value and expected useful life of the demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period. Revenue Recognition In May 2014, the FASB issued an accounting standard update (‘ASU”), 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On January 1, 2018, the Company adopted the new Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers using the modified retrospective method, and the Company determined the new guidance does not change the Company’s policy of revenue recognition. The Company generates its revenue through the direct sales of water production and purification systems. A contract with a customer is established once an agreement is signed and the initial down payment is received. Each transaction price is established in the signed contract. Unearned revenue is recognized upon receipt of the down payment for the system. The revenue is recognized once title of the system transfers to the customer. The nature of the business of equipment sales implies there is only one performance obligation, which is delivery of the product to the customer. Our contracts outline each party’s rights and obligations, including the terms and timing of payments. Another source of revenue is in exchange for operating, maintenance and professional services. That revenue is recognized in the period it is earned. In June 2018, the FASB issued guidance clarifying the revenue recognition and measurement issues for grants, contracts, and similar arrangements, ASU Topic 958. Government grants and contracts are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Accordingly, the Company recognizes revenue from grants and contracts in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Revenues recognized at December 31, 2024 and December 31, 2023 are $ 143,725 and $ 78,912 respectively. Related Party Transactions Parties 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 influence. Related parties may be individuals or corporate entities. 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. F- 9 Share-based Payment Expense The Company follows the fair value method of accounting for stock awards granted to employees, directors, officers, and consultants. Share-based awards for employees are measured at the fair value of the related share-based awards. Share-based payments to others are valued based on the related services rendered or goods received or if this cannot be reliably measured, on the fair value of the instruments issued. Issuances of shares are valued using the fair value of the shares at the time of grant; issuances of options are valued using the Black-Scholes model with assumptions based on historical experience and future expectations. Financial Liabilities and Equity Instruments Financial liabilities and equity instruments are classified and accounted for as debt or equity according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Marketing, Advertising and Promotional Costs As required by Generally Accepted Accounting Principles of the United States, the Company records marketing costs as an expense in the year to which such costs relate. The Company does not defer amounts on its year-end balance sheets with respect to marketing costs. Advertising costs are expensed as incurred. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Loss per Share The Company reports loss per share in accordance with ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock and other potentially dilutive securities outstanding during the year. The Company has options, debentures and other potentially dilutive instruments extending to the latest date of January 8, 2029. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. 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 tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted by the date of the statement of financial position. F- 10 Equity-Settled Transactions The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted. The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date 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. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement or is beneficial to the employee as measured at the date of modification. Inventory Inventory and work in progress are valued at the lower of cost and net realizable value. The production cost of inventory includes an appropriate proportion of depreciation and production overheads based on the ratio of indirect vs. direct costs. Cost is determined on the following bases: Raw materials and consumables are valued at cost on a first in, first out (FIFO) basis; finished products are valued at raw material cost, labor cost and a proportion of manufacturing overhead expenses. Financial Instruments ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. The Company’s policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the periods being reported. F- 11 Customer Concentration Due to the infancy of the Company’s market penetration, current sales are concentrated on a limited number of customers, regions and sectors. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company maintains the majority of its cash accounts at a commercial bank. Cash balances are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to CAD 100,000 per commercial bank. From time to time, cash in deposit accounts may exceed the insurance limits thus the excess would be at risk of loss. For the purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities of 90 days or less to be cash equivalents. As of December 31, 2024, the Company had no cash equivalents. Customer Deposits The typical arrangement for customer deposits for purchases of Company products is 50 % down at the time of ordering. The Company records the deposit as a current liability reflecting the obligation to provide the goods or services to the customer or to return the money. When the Company earns the deposit amount, the current liability will be debited, and sales revenues will be credited. Segment Reporting Effective 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. Note 3 – Equity Investment RAINMAKER WORLDWIDE INC. (ONTARIO)(RWI) On 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, Turkey. 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. Schedule of Equity Investment Location Percentage Ownership December 31, 2024 December 31, 2023 Carrying Value as of Location Percentage Ownership December 31, 2024 December 31, 2023 Rainmaker Worldwide Inc. Ontario, Canada 13.65 % Initial investment cost $ 400,000 - Less: Distributions 7,000 - Less: debt applied 112,378 - Less: Equity method investment losses 191,471 - Less: Impairment expense 89,151 - Carrying value of investment $ - - F- 12 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). Note 4: Convertible Notes Payable The Convertible Notes Payable are defined below. A $ 8,200 convertible note that came into the Company through the July 3, 2017 merger. Accrued interest to December 31, 2024, was $ 3,072 . On September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $ 3,105,897 bearing interest of 10 % per annum with a maturity date of 3 years from the anniversary date of the funding advance and is convertible into shares of Common Stock equal to 85 % multiplied by the average of the 5 closing prices of the Common Stock immediately preceding the Trading Day that the Company receives a Notice of Conversion with a floor price of $ 0.15 . On October 1, 2020, the amount of $ 1,850,000 was advanced to the 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). 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 Amount”). 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 was extended to January 14, 2025. As of December 31, 2024, the accrued interest for this note was $ 203,344 . On 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 date of one year ( June 28, 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. The Agreement was signed on June 28 th and ultimately funded on July 6, 2022. During Q1, 2023, the principal amount of this note ($ 64,250 ) plus all accrued interest ($ 3212.50 ) was fully converted into 1,422,193 common shares. This note had an Original Issue Discount of $ 4,250 and as of February 21, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions. On July 26, 2022, the Company issued a convertible promissory note in the amount of $ 35,000 bearing interest of 10 % per annum with a maturity date of one year ( July 26, 2023 ) and has the option to convert into shares of Common Stock any time 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 Q1, 2023, the principal amount of this note ($ 35,000 ) plus all accrued interest ($ 1,822.47 ) was fully converted into 716,675 common shares. This note had an Original Issue Discount of $ 2,500 and as of February 13, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions. On September 12, 2022, the Company issued a convertible promissory note in the amount of $ 49,250 bearing interest of 10 % per annum with a maturity date of one year ( September 12, 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 the 180 th day. During Q1, 2023, there were conversions totaling $ 37,800 leaving a principal balance of $ 11,450 . These conversions converted into 1,284,570 common shares. 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 was recognized on the conversions. F- 13 On October 25, 2022, 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 ( October 25, 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 the 180 th day. During Q2, 2023, this note including accrued interest was fully converted into 3,291,314 shares. This note had an Original Issue Discount of $ 4,250 and as of June 20, 2023, was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions. On 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. On 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 $ 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 . 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 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 per share. The debt discount as of December 31, 2024, is $ 2,123 . As of December 31, 2024, accrued interest for these notes was $ 31,972 . F- 14 Note 5: Notes Payable, Related Parties Promissory notes dated November 6, 2016, with a principal amount of $ 13,516 are due and bear interest of 5 % and are payable on demand. On December 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 . In 2017 compensation was due to members of the executive management team in the amount of $ 312,000 . In support of the growth of the Company, those executive team members agreed to defer receipt of payment by converting into loans that bear interest of 4 %. $ 60,000 principal and accrued interest of $ 17,471 remains as of December 31, 2024. During 2021, a related party loaned the Company, on a short-term basis, $ 21,903 . This amount was fully repaid in Q1, 2022. This related party will, from time to time, as necessary, lend the Company money on a short-term basis without charging interest. At December 31, 2022, the Company owed this party $ 10,081 . This amount was repaid during Q2 2023 and the balance owing as of December 31, 2024, is nil . On 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 % per annum. The notes can become convertible notes at a fixed conversion rate of $ 0.0347 per share if the Company and the holder both agree. As of December 31, 2024, accrued interest for these notes is $ 62,597 . Also 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). Note 6: Other Loans Payable On February 2, 2021, the company entered into a short-term loan agreement in the amount of $ 50,000 at an annual interest rate of 5 % and due February 1, 2022. It was agreed to extend the due date to February 2, 2023. By mutual agreement, the note was extended for an additional term of six months and therefore would expire August 2, 2023. The terms and conditions remained the same 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 of $ 6,694 . As of December 31, 2024, this accrued interest remains outstanding. Note 7: 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 statements. Schedule of Derivative Liabilities and Fair Value Derivative liabilities (fair value) Beginning Balance $ 208,142 Change due to Issuances 899,248 Change due to Conversions ( 11,298 ) Mark-to-market ( 885,269 ) Gain on derivatives-convertible notes ( 206,358 ) Gain on derivatives-warrants ( 4,465 ) Fair Value Balance December 31, 2024 $ - Note 8: Intellectual Property As of the filing, the Company holds no intellectual property. Note 9: Property and Equipment Demonstration Equipment The Company may have demonstration equipment to allow it to show a working version of its technology and equipment to customers and organizations in the future. Demonstration equipment is stated at cost less accumulated depreciation and any recognized impairment loss. Cost would include the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended useful life. Depreciation for the demonstration equipment would be at a rate estimated to write off the cost of the equipment less its estimated residual value by an equal annual amount over its expected useful life. The residual value and expected useful life of the demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period. The Company does not currently have any demonstration equipment. F- 15 Note 10: Common Stock Common Stock On September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-twenty-five 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. As 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. At 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 Number of Stock Balance, December 31, 2022 6,431,865 Conversion of convertible promissory notes 11,955,376 Common shares issued for acquisition 1,600,000 Balance, December 31, 2023 19,987,241 Common shares issued for acquisition 1,600,000 Balance, December 31, 2024 19,987,241 During 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. Note 11: Related Party Transactions Outstanding compensation and expense reimbursements due to consultants engaged by the Company $ 843,449 (2023: $ 1,607,896 ). Refer to other related party payables in Note 4 and Note 5. The Company (the lender) signed a loan agreement with RHBV (the borrower) on June 21, 2022. RAKR agreed to a two-year loan facility with an interest rate of 8 % with interest only payments until a bullet payment is made for the principal on the due date. Provisions in the agreement allow for prepayment. First tranche of the loan to RHBV in the amount of $ 5,000 was issued to RHBV on July 7, 2022. On December 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. On 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 shares. 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). On 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 % of Miranda. 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. F- 16 Note 12: Commitments and Contingencies In the ordinary course of operating the Company’s business, it may, from time to time, be subject to various claims or possible claims. Management’s view that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future. On 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. As a result, the Company has recorded a contingent liability of $ 4,423,910 as of December 31, 2024 (2023: $ 4,423,910 ). The Company, since its last report, has not been contacted by the Plaintiff. Note 13: Inventory Inventory is stated at the lower of cost or market. Cost is recorded at standard cost, which approximates actual cost, on the first-in first-out basis. The Company, at this time, holds no inventory but may in the future. Note 14: Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate. There are no lease-related assets and liabilities recorded on the Company’s balance sheet and the Company has no lease expenses. Note 15: Stock Options In 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 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. ● January 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. ● For 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 . ● In 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. The 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 Vested Granted Vested Non-Vested Dec 31, 2023 To December 31, 2024 To December 31, 2024 To December 31, 2024 1,128,000 264,000 1,392,000 0 F- 17 Schedule of Share-Based Payment Award Stock Options Valuation Assumptions ● The assumptions used in the Company’s Black Scholes option pricing is as follows: Stock Price $ 0.0042 -$ 0.2 Exercise Price $ 0.035 -$ 3.75 Number of Options Granted 1,392,000 Dividend Yield 0 % Expected Volatility 116 - 355 % Weighted Average Risk-Free Interest Rate 1.42 % Term (in years) 5 Note 16: Income Taxes The Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2024, the Company’s deferred tax assets relate to net operating loss (“NOL”) carry-forwards that were derived from operating losses and stock-based compensation from prior years. A full valuation allowance has been applied to the Company’s deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. At December 31, 2024, the Company had federal net operating loss carry-forwards, which are available to offset future taxable income, of $ 5,848,952 . The Company’s NOL carry-forwards can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. These NOL carry-forwards begin to expire in 2037. No provision was made for federal income taxes as the Company has significant NOLs in the United States and Canada. All of the Company’s income tax years remained open for examination by taxing authorities . Schedule of Effective Income Tax Rate Reconciliation Year ended December 31, Year ended December 31, 2024 2023 Net Loss ( 1,056,242 ) ( 1,229,753 ) Add back: Stock Compensation 45,749 132,581 Amortization of Debt Discount 333,878 453,865 Taxable Income ( 676,615 ) ( 643,487 ) Tax Rate 21 % 21 % Deferred Tax Asset: Net Operating (Gain) Loss 142,089 135,132 Valuation Allowance ( 142,089 ) ( 135,132 ) Net Deferred Asset - - F- 18 Note 17: Discontinued Operations Effective April 1, 2023, the Company divested 60 % of RWI, its privately held Ontario-based subsidiary, retaining a 40 % ownership interest. This 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). On 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. Note 18: Mezzanine Equity Effective 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. On May 23, 2023, a Certificate of Designation was executed designating 150,000 Preferred Stock as a new class of Preferred Stock designated Series A Preferred Stock. The total face value of this entire series is one hundred and fifty thousand dollars ($ 150,000 ). Each share 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 $ 0.015 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. The 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. The holder of Series A Preferred Stock has the following rights: (a) 1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK: Each share of Preferred Stock shall be entitled to a monthly fixed dividend of 1.5 % of the original purchase price of such share (the “Monthly Dividend”), payable in cash or, at the option of the Company, in shares of Restricted Common Stock, as determined by the Board of Directors. The Monthly Dividend shall be calculated based on the original purchase price of the Preferred Stock and shall be paid on a monthly basis, with the first payment due one month following the Closing Date and continuing until the earlier of the redemption of the Preferred Stock or the conversion of such shares into shares of Common Stock; The amount of the Monthly Dividend payable in shares of Restricted Common Stock shall be based on the volume-weighted average price (“VWAP”) of the Common Stock over the 30-day period ending on the last trading day of the month preceding the payment date. The number of shares of Restricted Common Stock to be issued in payment of the Monthly Dividend shall be determined by dividing the amount of the Monthly Dividend payable in shares of Restricted Common Stock by the VWAP; and The Company may, in its sole discretion, elect to pay the Monthly Dividend in cash or in shares of Restricted Common Stock, subject to the provisions of this Agreement. If the Company elects to pay the Monthly Dividend in cash, it shall be paid on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date. If the Company elects to pay the Monthly Dividend in shares of Restricted Common Stock, such shares shall be issued on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date, subject to the limitations set forth herein. F- 19 (b) APPROVAL ON COMMON AND PREFERRED SHARE DILUTION: Each share of Preferred Stock shall be entitled to approval rights on any future dilution of the Common Stock or Preferred Stock of the Company, subject to the terms and conditions set forth herein. In connection with any proposed issuance of Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company, the Company shall provide written notice to the holders of Preferred Stock (the “Holders”) no less than ten (10) days prior to the proposed issuance, including the proposed terms of such issuance; The Holders shall have the right to approve or reject the proposed issuance, such approval not to be unreasonably withheld and taking into consideration the financial situation of the Company at the time of the requested dilution. The Company shall not issue any Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company without the approval of the Holders, except as provided herein. Nothing in this Section shall prohibit the Company from issuing any shares of common stock upon the exercise or conversion of currently outstanding securities; If the Holders approve the proposed issuance, the Company shall use its best efforts to issue and deliver the Common Stock or Preferred Stock within ten (10) business days of such approval. If the Holders reject the proposed issuance, the Company may not issue any Common Stock or Preferred Stock on the proposed terms, unless and until the proposed terms are revised to the satisfaction of the Holders. Any proposed issuance that is not approved by the Holders shall be deemed a breach of this Agreement; and The approval rights set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the Holders. (c) OPTION TO APPOINT DIRECTORS: Each holder of Preferred Stock shall be entitled to the right to appoint up to three (3) directors to the Board of Directors of the Company. The right to appoint directors shall be subject to the terms and conditions set forth herein; If a holder of Preferred Stock wishes to exercise their right to appoint directors, they shall provide written notice to the Company no less than thirty (30) days prior to the date of the Company’s annual meeting of stockholders. The notice shall identify the individuals proposed to be appointed as directors and shall include all information required to be disclosed under applicable law; The Company shall use its best efforts to ensure that the individuals proposed to be appointed as directors are duly elected to the Board of Directors at the annual meeting of stockholders. If the Company fails to cause the individuals proposed to be appointed as directors to be duly elected, then the Company shall take such actions as may be necessary or appropriate to ensure that such individuals are appointed as directors; and The right to appoint directors set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock. (d) RIGHT TO AUTHORIZE A ROLLBACK OF COMMON SHARES The holder(s) Preferred Stock shall have the right to authorize a rollback of common shares of the Company in accordance with the terms and conditions set forth herein. For the purposes of this section, a “rollback of common shares” shall mean a reverse stock split or any other transaction or series of transactions that reduces the number of outstanding common shares of the Company; In the event that the holder(s) of Preferred Stock wish to authorize a rollback of common shares, they shall provide written notice to the Company of their intention to do so. Such notice shall identify the proposed terms of the rollback, including the ratio of common shares to be exchanged for each new share; F- 20 The Company shall use its best efforts to carry out the rollback in accordance with the terms set forth in the notice. If the Company is unable to carry out the rollback as proposed, it shall promptly notify the holder(s) of Preferred Stock and negotiate with them in good faith to reach an agreement on the terms of the rollback; and The right to authorize a rollback of common shares set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock. In the event that the Company puts forth a proposal to effect a reverse stock split of the Company’s Common Stock, the holders of the Preferred Stock shall have the right to vote 50.1 % of the amount of shares on such proposal. (e) BUYBACK TRIGGER AND INVESTOR’S OPTION TO TAKE OWNERSHIP OF EQUITY The Preferred Stock shall have a Buyback trigger based on the following conditions. The Preferred Stockholders have the right to do demand/receive cash if any of the following happen. To date, no such demands have been made: 1) RAKR is no longer SEC compliant; 2) RAKR is no longer publicly traded on an OTC exchange; 3) Any breach of the conditions (a-g); 4) On the 24-month anniversary of the subscription, or with an extension mutually agreed by RAKR and the holder(s) of Preferred Stock. If any of the above triggers occur and RAKR fails to repurchase the Preferred Stock within 60 days of the occurrence of such trigger, the holder(s) of the Preferred Stock shall have the right to exercise an option to take ownership of the Ontario Rainmaker Worldwide Common Share equity owned by RAKR, subject to the following conditions: i. The option to take ownership of the equity must be exercised within 60 days of the expiration of the repurchase period described above; ii. The value of the equity to be transferred to the holder(s) of Preferred Stock shall be equal to the aggregate principal amount of the Preferred Stock outstanding at the time of exercise of the option; and iii. The transfer of the equity shall be subject to any applicable laws and regulations, including without limitation any securities laws and regulations. (f) RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK The holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$ 600,000 worth of common stock of the Company at a price of US$ 0.015 per share, reflecting a discount to market price at the time of signing this agreement of 50 % and/or convert the Preferred Stock with the same conversion terms as above. The exercise of these rights are subject to the following terms and conditions: i. Availability of Shares: The purchase of common stock by the holder of the Preferred Stock shall be contingent upon the Company making such shares available for issuance. ii. Purchase Notice: When common stock becomes available for issuance, the holder of the Preferred Stock shall provide a written notice to the Company indicating their intent to exercise their right to purchase the common stock. The notice shall specify the desired number of shares to be purchased, not exceeding the US$ 600,000 limit. iii. Purchase Price: The purchase price per share shall be US$ 0.015 , reflecting a discount to market price of 50 % at the time of signing this agreement. iv. Payment Terms: The holder of the Preferred Stock shall remit the full payment for the purchased common stock within a specified timeframe determined by the Company. v. Transfer of Shares: Upon receipt of the full payment, the Company shall transfer the purchased common stock to the holder of the Preferred Stock, and the stock certificates or electronic equivalents shall be issued accordingly. vi. Limitations: The right to purchase common stock is subject to applicable laws, regulations, and the Company’s Articles of Incorporation and Bylaws. F- 21 (g) Voting Rights. The Series A Holder shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders and their approval shall be required to effect such action. In the event that the Company determines to put forth a proposal to its stockholders to effect a reverse split of its outstanding Common Stock, the Series A holder shall have the right to such number of votes as shall equal 50.1 % of the voting stock of the Company. As of May 26, 2023 the Company received $ 150,000 for 150,000 shares of Series A Preferred Stock. These shares were issued July 20, 2023. As 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. Note 19: Segment Reporting Adoption of ASC 2023-07 Effective for the fiscal year ended December 31, 2024, the Company adopted the provisions of ASC 2023-07, Segment Reporting (Topic 280): Improvements 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. Single Reportable Segment The 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. Schedule of Segment Reporting Item Amount Revenue $ 143,725 COGS 143,725 General and Administrative expense 364,590 Segment Profit (Loss) from Operations ( 364,590 ) Segment Profit (Loss) Other expense ( 691,652 ) Segment Assets 50,116 Other Segment Items – Interest expense 639,951 Geographic Information The Company generated 100 % of its revenue from customers in the Caribbean during the years ended December 31, 2024 and 2023. Major Customers During the year ended December 31, 2024, one customer accounted for 100 % of total revenue. The 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. Conclusion 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. Note 20: Subsequent Events On 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. On 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. F- 22 SIGNATURES Pursuant 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. Date: March 31, 2025 By: /s/ Michael O’Connor Michael O’Connor President, Chief Executive Officer and Interim Chief Financial Officer Pursuant 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. Signature Title Date /s/ Michael O’Connor Director March 31, 2025 Signature Title Date /s/ James Ross Director March 31, 2025 27