Rainmaker Worldwide Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [___] to [___] Commission File Number: 000-56311 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 82-4346844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2510 East Sunset Road , Suite 5 #925 , Las Vegas , NV 89120 (Address of principal executive offices) (Zip Code) (877) 334-3820 (Registrant’s telephone number, including area code) N/A (Former name or former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares of the registrant’s Common Stock, $ 0.001 par value, outstanding as of August 8, 2025 was 64,133,062 . The number of shares of the registrant’s Preferred Stock, $0.001 par value, outstanding as of August 8, 2025 was 500,538. TABLE OF CONTENTS Page No. PART I FINANCIAL INFORMATION 4 Item 1. Financial Statements (2025 unaudited, 2024 unaudited) 4 Balance Sheets 4 Statements of Operations and Comprehensive Loss 5 Statements of Stockholders’ Equity (deficit) 6 Statements of Cash Flows 7 Notes to the Financial Statements 8-27 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 33 Item 4. Controls and Procedures 33 PART II OTHER INFORMATION 35 Item 1. Legal Proceedings 35 Item 1A. Risk Factors 35 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 35 Item 3. Defaults Upon Senior Securities 35 Item 4. Mine Safety Disclosures 35 Item 5. Other Information 35 Item 6. Exhibits 36 SIGNATURES 37 2 CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS This quarterly report on Form 10-Q (“Form 10-Q”) of Rainmaker Worldwide Inc. (the “Company”) includes statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these forward-looking statements can be identified by the use of such terms as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or the negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. They appear in a number of places throughout this Form 10-Q and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our results of operations, financial condition, our available cash, liquidity, prospects, growth and strategies, the length of time that we will be able to continue to fund our operating expenses and capital expenditures, our expected financing needs and sources of financing, the industry in which we operate and the trends that may affect our industry or us. By their nature, forward-looking statements involve risks and uncertainties because they relate to the occurrence and timing of events or circumstances, many of which are beyond the control of the Company. As a result of this, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Form 10-Q, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Form 10-Q, they may not be predictive of results or developments in future periods. Some of the material factors that we believe could cause actual results to differ from those anticipated or predicted include: ● the successful development and implementation of our sales and marketing campaigns; ● the size and growth of the potential markets for our product and our ability to serve those markets; ● regulatory developments in the United States and other countries; ● our available cash; ● the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing; ● our ability to obtain additional funding; ● our ability to manufacture and the performance of third-party manufacturers; ● our ability to identify license and collaboration partners and to maintain existing relationships; and ● our ability to successfully implement our strategy. You should also read carefully the factors described in the “Risk Factors” section of the Form 10-12GA. Any forward-looking statements that we make in this Form 10-Q speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 10-Q except as required by the federal securities laws. This Form 10-Q includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data. 3 PART I — FINANCIAL INFORMATION Item 1. Financial Statements RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Balance Sheets June 30, December 31, 2025 2024 (Unaudited) (Audited) (restated) Assets Current Assets Cash $ 440 $ 116 Other receivables 4,026 50,000 Prepaid expenses 27,130 - Total Current Assets 31,596 50,116 Total Assets $ 31,596 $ 50,116 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities Accounts payable $ 128,821 $ 136,866 Related party payables 921,750 843,449 Accrued liabilities 422,142 468,873 Customer deposits 175,005 112,500 Contingent liability 6,390,429 6,281,346 Convertible notes payable net of discount of $ 0 and $ 0 4,594,201 4,374,111 Convertible notes payable-related parties net of discount of $ 0 and $ 1,915 18,000 324,918 Convertible notes payable 18,000 324,918 Notes payable - related parties 86,000 68,000 Total Current Liabilities 12,736,348 12,610,063 Long-Term Liabilities Long-term notes payable – related parties - 640,000 Total Long-Term Liabilities - 640,000 Total Liabilities $ 12,736,348 $ 13,250,063 Mezzanine Equity Preferred stock - $ 0.001 par value; stated value $ 1.00 ; 1,000,000 authorized shares: Series A; 545,538 outstanding at June 30, 2025 and 150,000 at December 31, 2024 $ 545,538 $ 150,000 Preferred Stock Payable - 430,000 Total Mezzanine Equity $ 545,538 $ 580,000 Stockholders’ Equity (Deficit) Common stock - $ 0.001 par value; 500,000,000 authorized shares; 61,133,062 outstanding at June 30, 2025 and 19,987,241 outstanding at December 31, 2024 $ 61,133 $ 19,987 Additional paid-in capital 64,319,042 63,178,161 Accumulated deficit ( 77,630,465 ) ( 76,978,095 ) Total Stockholders’ Equity (Deficit) $ ( 13,250,290 ) $ ( 13,779,947 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 31,596 $ 50,116 The accompanying notes are an integral part of these financial statements. 4 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Statements of Operations and Comprehensive Loss Three month Three month June 30 June 30 Six Months Ended June 30, 2025 2024 2025 2024 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (restated) (restated) Revenue $ - $ - $ - $ - Expenses General and administrative expense 184,107 68,046 253,033 165,506 Total Expenses 184,107 68,046 253,033 165,506 Loss from Operations ( 184,107 ) ( 68,046 ) ( 253,033 ) ( 165,506 ) Other income (expense) Interest expense ( 197,923 ) ( 211,736 ) ( 397,422 ) ( 415,754 ) Amortization of debt discount - ( 36,147 ) ( 1,915 ) ( 78,438 ) Initial derivative expense - - - ( 572,415 ) Change in derivative liabilities expense - 231,290 - 885,269 Loss on equity method investment ( 50,657 ) - ( 108,411 ) Total other income (expense) ( 197,923 ) ( 67,250 ) ( 399,337 ) ( 289,749 ) Loss from continuing operations ( 382,030 ) ( 135,296 ) ( 652,370 ) ( 455,255 ) Net income (loss) $ ( 382,030 ) $ ( 135,296 ) $ ( 652,370 ) $ ( 455,255 ) Net loss per share: Basic and diluted $ ( 0.0069 ) $ ( 0.0068 ) $ ( 0.0128 ) $ ( 0.0228 ) Weighted average number of common shares outstanding: Basic and diluted 55,688,190 19,987,241 51,032,013 19,987,241 The accompanying notes are an integral part of these financial statements. 5 RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.) Statement of Stockholders’ Equity (deficit) Shares Amount capital($) Preferred Shares Amount ($) capital ($) Receivable Deficit ($) income ($) Total Mezzanine Equity Series A Preferred Stock Accumulated Additional Stock Additional other paid-in Payable - Common Stock paid-in Stock comprehensive Shares Amount capital ($) Preferred Shares Amount ($) capital ($) Receivable Deficit ($) income ($) Total Balance, December 31, 2023 (restated) 150,000 - $ 150 - $ 149,850 - $ - 19,987,241 19,987 63,121,113 ( 24,000 ) ( 75,700,657 ) - ( 12,583,557 ) Stock-based compensation - - 23,979 - - - 23,979 Settlement of derviative liability - - 11,298 - - - 11,298 Stock payable-Preferred 420,000 - - - - - - Receipt of funds owed - - - 24,000 - - 24,000 Net gain (loss) for the period - - - - - - - - - - ( 319,959 ) - ( 319,959 ) Balance, March 31, 2024 (restated) 150,000 - $ 150 - $ 149,850 - $ 420,000 19,987,241 19,987 63,156,390 - ( 76,020,616 ) - ( 12,844,239 ) Stock payable-Preferred 5,000 - - - - - - - Net gain (loss) for the period - - - - - - - - - - ( 135,296 ) - ( 135,296 ) Balance, June 30, 2024 (restated) 150,000 - $ 150 - $ 149,850 - $ 425,000 19,987,241 19,987 63,156,390 - ( 76,155,912 ) - ( 12,979,535 ) Balance, December 31, 2024 (restated) 150,000 - $ 150 - $ 149,850 - $ 430,000 19,987,241 $ 19,987 $ 63,178,161 $ - $ ( 76,978,095 ) $ - $ ( 13,779,947 ) Conversion of RP convertible promissory notes 26,935,424 $ 26,935 $ 908,398 $ - $ - $ - $ 935,333 Net gain (loss) for the period - - - - - - - - - - - ( 270,340 ) - ( 270,340 ) Balance, March 31, 2025 (restated) 150,000 - $ 150 - $ 149,850 - $ 430,000 46,922,665 46,922 $ 64,086,559 - $ ( 77,248,435 ) - $ ( 13,114,954 ) Balance 150,000 - $ 150 - $ 149,850 - $ 430,000 46,922,665 46,922 $ 64,086,559 - $ ( 77,248,435 ) - $ ( 13,114,954 ) Conversion of convertible promissory notes 2,512,930 2,513 84,699 $ 87,212 Stock-based compensation 9,400,000 9,400 115,620 $ 125,020 Conversion of preferred shares to common shares - 34,462 $ - 34 $ - 34,428 2,297,467 2,298 32,164 $ 34,462 Preferred Stock issued 430,000 $ 430 $ 429,570 $ - 430,000 $ - Net gain (loss) for the period - - - - - - - - - - - ( 382,030 ) - $ ( 382,030 ) Balance, June 30, 2025 545,538 - 546 - 544,992 - - 61,133,062 61,133 64,319,042 - ( 77,630,465 ) - ( 13,250,290 ) Balance 545,538 - 546 - 544,992 - - 61,133,062 61,133 64,319,042 - ( 77,630,465 ) - ( 13,250,290 ) The accompanying notes are an integral part of these financial statements. 6 RAINMAKER WORLDWIDE INC. (Formerly Gold and Silver Mining of Nevada Inc.) Statements of Cash Flows (Unaudited) 2025 2024 Six Months Ended June 30, 2025 2024 (restated) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 652,370 ) $ ( 455,255 ) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Stock-based compensation 125,020 23,979 Change in fair value of derivative liabilities - ( 885,269 ) Initial derivative expense - 572,415 Discount amortization 1,915 78,438 Income/loss from equity method investment - 108,411 Change in operating assets and liabilities: Accounts receivable - ( 199 ) Other receivables 45,974 - Prepaid expenses ( 27,130 ) ( 4,980 ) Accounts payable, related party payables and accrued liabilities 335,327 408,617 Contingent Liability 109,083 109,083 Customer deposits 62,505 - CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 324 ( 44,760 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in equity affiliate - ( 400,000 ) Distributions from investment in equity affiliate - 7,000 CASH USED FOR INVESTING ACTIVITIES - ( 393,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from preferred subscription - 425,000 Stock issued for cash (payment received) - 24,000 Payments on debt - ( 11,125 ) CASH PROVIDED BY FINANCING ACTIVITIES - 437,875 NET INCREASE (DECREASE) IN CASH 324 115 CASH AT BEGINNING OF YEAR 116 131 CASH AT PERIOD END $ 440 $ 246 NON-CASH TRANSACTIONS 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 Shares issued for conversion 1,022,545 - Shares issued for conversion from accrued interest on RP conv. Note - - Preferred shares issued for conversion to common stock ( 34,462 ) - Initial Derivative Liability/Debt Discount - 326,833 Amendment to convertible note 220,090 200,652 Settlement of derivative by repayment of convertible note - 11,298 The accompanying notes are an integral part of these financial statements. 7 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 potable water production and purification technologies. The Company utilizes Atmospheric Water Generator (“AWG”) 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. Company History Rainmaker Worldwide Inc.’s (“RAKR” or the “Company”) corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company underwent a merger with Rainmaker Worldwide Inc. (Ontario) (“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. RAKR continues as a Nevada-based corporation that became publicly traded on July 3, 2017, following a reverse merger. The Company specializes in energy-efficient potable water production through Atmospheric Water Generator (“AWG”) systems that extract water from humidity and similarly efficient purification systems through Miranda and through technology partners. Rainmaker focuses on providing sustainable and potable water solutions to communities and industries globally through strategic partnerships. Rainmaker has the capability to be a full service water delivery partner for medium sized communities, developments of all kinds, and industrial/commercial applications. RAKR has been an SEC filing company since October, 2021. The Company originally operated through RWI in Ontario, Canada. It was established in 2014 to commercialize efficient water technologies. In line with its expansion strategy, 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. In order to facilitate this transaction, Rainmaker sold a 60 % stake in RWI on March 31, 2023, retaining a 40 % interest. This acquisition significantly expanded RAKR’s portfolio through distribution rights of Miranda’s products. In addition, Miranda has a wide range of technological partners that RAKR has access to, thereby widening the Company’s 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. As of June 30, 2025, Rainmaker (RAKR) holds a 12.38 % equity interest in RWI. Although the equity value of this investment has been impaired, the Company continues to benefit from the original distribution rights, in particular for Mexico and the United States. The Company, RWI, Miranda and its partners will continue to work together to maximize the value of sales efforts. All 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. Therefore, the companies allocate the necessary resources to finalize and implement projects. 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 $ 77,630,465 . 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. 8 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 uses a Monte Carlo simulation model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. 9 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 for the demonstration equipment is at a rate estimated to write off the cost of the equipment less its estimated residual value by an equal annual amount over its expected useful life. The residual value and expected useful life of the demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period. 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 June 30, 2025 and June 30, 2024 are nil for both periods. 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. 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 to 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. 10 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 would 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. 11 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. 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 purpose 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 June 30, 2025, the Company had no cash equivalents. 12 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 at the fiscal year end 2024. Schedule of Equity Investment Carrying Value as of Location June 30, 2025 December 31, 2024 Rainmaker Worldwide Inc. Ontario, Canada Percentage ownership 12.38 % 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 $ - $ - Impairment of Investment in RWI Based on the information available, the Company’s management have decided to impair the asset in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI’s financials reflected insufficient cash, a net liability position, and ongoing net losses. Given these circumstances, the Company believed it is unlikely that the investment would 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, the Company 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 water infrastructure business has a long sales cycle and depends on factors such as developers receiving permits in a timely fashion for projects that would require water treatment. (see also Note 10 and 16). Note 4: Convertible Notes Payable The Convertible Notes Payable are defined below. An $ 8,200 convertible note that came into the Company through the July 3, 2017 merger. Accrued interest to June 30, 2025, was $ 3,276 . 13 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 26, 2022, this note required derivative treatment. On March 31, 2024, the derivative value of this note was $ 74,724 . 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 of $ 220,090 to the principal amount. The balance principal balance of the note at June 30, 2025 was $ 4,586,001 (the “New Principal Amount 3”) and accrued interest was $ 209,825 . 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 issued four convertible promissory notes as part of a debt restructuring, totaling $ 326,883 , representing amounts owed to executives and management for services rendered under Consulting Agreements. Each note had a one 1 -year term, carried an interest rate of 10 % per annum, and was convertible at a fixed rate of $ 0.0347 per share. As of December 31, 2024, the debt discount stood at $ 2,123 , and accrued interest on these notes amounted to $ 31,972 . On January 1, 2025, two of these notes, along with accrued interest, were converted into common shares, fully amortizing the debt discount. These notes, totaling $ 230,000 plus $ 22,496 accrued interest, were converted into 7,271,300 restricted common shares. During the second quarter of 2025, $ 78,833 principal plus $ 8,378 accrued interest of the remaining notes was converted into 2,512,930 common shares leaving one convertible promissory note in the amount of $ 18,000 with accrued interest of $ 2,653 at June 30, 2025 also discussed in Note 5. All conversions were in accordance with the agreements and no gains or losses were recorded as part of the conversions. 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 16). The principal balance remaining is $ 8,000 with accrued interest to June 30, 2025, in the amount of $ 3,835 . 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 $ 18,661 remains as of June 30, 2025. On January 8, 2024, to alleviate the payables burden on the Company, executives agreed, and the Company issued three long-term promissory notes totaling $ 640,000 . Each note is a two 2 -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. On January 1, 2025, two notes totaling $ 622,000 plus accrued interest of $ 60,837 were converted into 19,664,124 restricted common shares leaving one note remaining in the amount of $ 18,000 . As of June 30, 2025, accrued interest for the remaining note was $ 2,653 . All conversions were in accordance with the agreements and no gains or losses were recorded as part of the conversions. 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 totaling $ 326,883 (see Note 4 for details). On January 1, 2025, two notes totaling $ 230,000 plus accrued interest of $ 22,496 were converted into 7,271,300 restricted common shares leaving two notes remaining in the amount of $ 96,883 . During the second quarter of 2025, $ 78,833 principal plus $ 8,378 accrued interest of the remaining notes was converted into 2,512,930 common shares leaving one convertible promissory note in the amount of $ 18,000 with accrued interest of $ 2,653 at June 30, 2025 also discussed in Note 4. 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 June 30, 2025, 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: Customer Deposits As of June 30, 2025, the Company held customer deposits totaling $ 175,005 . These deposits represent advance payments received for product orders that had not yet been fulfilled as of the reporting date. Revenue related to these deposits will be recognized when the associated performance obligations are satisfied in accordance with the Company’s revenue recognition policy. 15 Note 9: 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 16) with a par value of $ 0.001 per share. At June 30, 2025, 61,133,062 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, 2023 19,987,241 Conversion of convertible promissory notes 26,935,424 Balance, December 31, 2024 19,987,241 Conversion of convertible promissory notes 26,935,424 Balance, March 31, 2025 46,922,665 Balance 46,922,665 Stock compensation 9,400,000 Conversion of convertible promissory notes 2,512,930 Conversion of Series A Preferred Shares 2,297,467 Balance, June 30, 2025 61,133,062 Balance 61,133,062 During 2024, the Company did not issue any common stock. On January 2, 2025, the Company issued 26,935,424 restricted common shares upon conversions of convertible promissory notes (see Note 5 for details). On April 24, 2025, the Company issued an aggregate of 9,400,000 restricted shares of common stock to consultants as compensation for services rendered. On May 7, 2025, the Company issued 2,512,930 restricted common shares upon conversion of a convertible promissory note (see Note 5 for details). On June 16, 2025, the Company issued 2,297,467 restricted common shares upon conversion of $ 34,462 of preferred shares (see Note 16). 16 Note 10: Related Party Transactions Outstanding compensation and expense reimbursements due to consultants engaged by the Company $ 921,750 (2024: $ 764,385 ). Refer to other related party payables in Notes 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. 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 owns 12.38 % of RWI (see Note 3 and Note 16 for more details). 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. 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 16 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. Note 11: 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 $ 6,390,429 as of June 30, 2025 (2024: $ 6,281,346 ), which includes accrued interest at a rate of 5 % per annum from the date of judgment. In connection with this matter, the Company identified that interest on the judgment had not been previously accrued in the financial statements of prior periods. Accordingly, the financial statements for the applicable prior period have been restated to reflect the correct accrued interest liability (see Note 18 – Restatement). The Company, since its last report, has not been contacted by the Plaintiff. Note 12: 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 13: 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. 17 Note 14: 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, 2024 To June 30, 2025 To June 30, 2025 To June 30, 2025 1,392,000 0 1,392,000 0 ● The assumptions used in the Company’s Black Scholes option pricing is as follows: Schedule of Share-Based Payment Award Stock Options Valuation Assumptions 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 18 Note 15: 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 $ 6,407,407 . 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 Quarter ended June 30, Year ended December 31, 2025 2024 Net Loss ( 652,370 ) ( 1,277,438 ) Add back: Stock Compensation 125,020 45,749 Amortization of Debt Discount 1,915 333,878 Taxable Income ( 525,435 ) ( 897,811 ) Tax Rate 21 % 21 % Deferred Tax Asset: Net Operating (Gain) Loss 110,341 188,540 Valuation Allowance ( 110,341 ) ( 188,540 ) Net Deferred Asset - - 19 Note 16: Mezzanine Equity Effective June 29, 2022, the Company authorized a total of 501,000,000 shares, consisting of 500,000,000 shares of common stock (see Note 9) with a par value of $ 0.001 per share and 1,000,000 shares of preferred stock with a par value of $ 0.001 per share. On May 23, 2023, the Company filed a Certificate of Designation, creating a new class of preferred stock—Series A Preferred Stock—and designating 150,000 shares as Series A. Each share of Series A Preferred Stock has a stated face value of $ 1.00 and is convertible into common stock of the Company at a conversion price of $ 0.015 per share, subject to the availability of authorized common shares for issuance. On January 16, 2024, the Company received $ 420,000 for the issuance of 420,000 Series A Preferred Shares. This amount was subsequently increased to $ 430,000 , representing the issuance of an additional 10,000 preferred shares. On May 9, 2025, the Company filed an Amended Certificate of Designation, increasing the authorized Series A Preferred Stock from 150,000 shares to 600,000 shares, with all other terms and rights of the Series A Preferred Stock remaining unchanged. On June 17, 2025, the Company issued 430,000 Series A Preferred Shares. On June 16, 2025, a holder of Series A Preferred Stock elected to convert 34,462 Series A Preferred Shares into 2,297,467 shares of common stock at the conversion price of $ 0.015 per share. 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. (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; 20 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; 21 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. 22 (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$ 0.0006 per share, reflecting a discount to market price at the time of signing this agreement of 50 % and/or convert the Preferred Stock with the same conversion terms as above. 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$ 0.0006 , 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. (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. On May 26, 2023, the Company received $ 150,000 in exchange for 150,000 shares of Series A Preferred Stock, which were formally issued on July 20, 2023. As of December 31, 2024, the Company had 150,000 shares of Series A Preferred Stock outstanding, recorded as mezzanine equity at face value of $ 150,000 . These shares are classified as mezzanine equity rather than permanent equity due to certain default provisions that require mandatory cash redemption under conditions outside the Company’s control. On June 16, 2025, a holder of Series A Preferred Stock converted 34,462 preferred shares into 2,297,467 shares of common stock in accordance with the terms of the Series A designation. The conversion did not involve any cash consideration and was accounted for as a reclassification from mezzanine equity to permanent equity (additional paid-in capital). Following this transaction, 115,538 Series A Preferred Shares remained outstanding. On June 17, 2025, the Company issued an additional 430,000 shares of Series A Preferred Stock pursuant to existing subscription agreements for total proceeds of $ 430,000 . These shares are subject to the same redemption provisions and are also recorded as mezzanine equity. As of June 30, 2025, the Company had 545,538 shares of Series A Preferred Stock outstanding, with an aggregate face value of $ 545,538 , all of which is classified as mezzanine equity due to the redemption features outside the Company’s control. Note 17: 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. 23 Single Reportable Segment The Company specializes in the development and commercialization of potable water 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 $ - COGS - General and Administrative expense 253,033 Segment Profit (Loss) from Operations ( 253,033 ) Segment Profit (Loss) Other expense ( 399,337 ) Segment Net Profit (Loss) ( 652,370 ) Segment Assets 31,596 Other Segment Items – Interest expense 397,422 Geographic Information To date, in 2025, there has been no revenue generated however, the Company is focusing efforts on Mexico and United States. 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 18: Restatement of Previously Issued Financial Statements Subsequent to the issuance of the Company’s previously filed financial statements, management identified an error related to the omission of accrued interest on a legal judgment from 2016 (see Note 11). The Company reassessed its accounting treatment and determined that accrued interest should have been recognized in prior periods, resulting in an understatement of accrued liabilities and accumulated deficit. As a result, the Company has restated its previously issued financial statements to reflect the correction of this error. The following tables present the impact of the restatement on the affected financial statements: Schedule of Error Corrections and Prior Period Adjustments RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.) Balance Sheets As Previously Reported Restatment Impacts As Restated December 31 2024 As Previously Reported Restatement Impacts As Restated Assets Current Assets Cash $ 116 - $ 116 Other receivables 50,000 - 50,000 Total Current Assets 50,116 - 50,116 Total Assets $ 50,116 $ - $ 50,116 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities Accounts payable $ 136,866 - $ 136,866 Related party payables 843,449 - 843,449 Accrued liabilities 468,873 - 468,873 Customer deposits 112,500 - 112,500 Contingent liability 4,423,910 1,857,436 6,281,346 Convertible notes payable, net of discount of $0 and $ 0 4,374,111 - 4,374,111 Convertible notes payable-related parties, net of discount of $0 and $ 1,915 324,918 - 324,918 Notes payable - related parties 68,000 - 68,000 Total Current Liabilities 10,752,627 1,857,436 12,610,063 Long Term Payables Long term notes payable - related parties 640,000 - 640,000 Total Long Term Payables 640,000 - 640,000 Total Liabilities $ 11,392,627 $ 1,857,436 $ 13,250,063 Mezzanine Equity Preferred stock - $ 0.001 par value; stated value $ 1.00 ; 1,000,000 authorized shares: Series A; 545,538 outstanding at June 30, 2025 and 150,000 outstanding at December 31, 2024 $ 150,000 - $ 150,000 Preferred Stock Payable $ 430,000 - $ 430,000 Total Mezzanine Equity $ 580,000 - $ 580,000 Stockholders’ Equity (Deficit) Common stock - $ 0.001 par value; 500,000,000 authorized shares; 61,133,062 outstanding at June 30, 2025 and 19,987,241 outstanding at December 31, 2024 $ 19,987 - $ 19,987 Additional paid-in capital 63,178,161 - 63,178,161 Stock receivable - Accumulated deficit ( 75,120,659 ) ( 1,857,436 ) ( 76,978,095 ) Accumulated other comprehensive income - Total Stockholders’ Equity (Deficit) $ ( 11,922,511 ) $ ( 1,857,436 ) $ ( 13,779,947 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 50,116 $ - $ 50,116 The accompanying notes are an integral part of these consolidated financial statements. 24 RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.) Statements of Operations and Comprehensive Loss Three Months Ended June 30 Six Months Ended June 30, 2024 2024 As Previously Reported Restatement Impacts As Restated As Previously Reported Restatement Impacts As Restated Revenue $ - $ - $ - $ - $ - $ - Expenses General and administrative expense 68,046 - 68,046 165,506 - 165,506 Total Expenses 68,046 - 68,046 165,506 - 165,506 Loss from Operations ( 68,046 ) - ( 68,046 ) ( 165,506 ) - ( 165,506 ) Other income (expense) Income (loss) from equity method investment ( 50,657 ) - ( 50,657 ) ( 108,411 ) - ( 108,411 ) Interest expense ( 157,194 ) ( 54,542 ) ( 211,736 ) ( 306,671 ) ( 109,083 ) ( 415,754 ) Amortization of debt discount ( 36,147 ) - ( 36,147 ) ( 78,438 ) - ( 78,438 ) Initial derivative expense - - - ( 572,415 ) - ( 572,415 ) Change in derivative liabilities expense 231,290 - 231,290 885,269 - 885,269 Total other income (expense) ( 12,708 ) ( 54,542 ) ( 67,250 ) ( 180,666 ) ( 109,083 ) ( 289,749 ) Loss from continuing operations ( 80,754 ) ( 54,542 ) ( 135,296 ) ( 346,172 ) ( 109,083 ) ( 455,255 ) Net income (loss) $ ( 80,754 ) $ ( 54,542 ) $ ( 135,296 ) $ ( 346,172 ) $ ( 109,083 ) $ ( 455,255 ) Net loss per share: Basic and diluted $ ( 0.0040 ) $ ( 0.0028 ) $ ( 0.0068 ) $ ( 0.0173 ) $ ( 0.0055 ) $ ( 0.0228 ) Weighted average number of common shares outstanding: Basic and diluted 19,987,241 19,987,241 19,987,241 19,987,241 19,987,241 19,987,241 The accompanying notes are an integral part of these consolidated financial statements. 25 RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.) Statement of Stockholders’ Equity (deficit) Shares Amount capital ($) Preferred Shares Amount ($) capital ($) Receivable Deficit ($) income ($) Total Mezzanine Equity Series A Preferred Stock Accumulated Additional Stock Additional other paid-in Payable - Common Stock paid-in Stock comprehensive Shares Amount capital ($) Preferred Shares Amount ($) capital ($) Receivable Deficit ($) income ($) Total Balance, December 31, 2023 (As Previously Reported) 150,000 $ 150 $ 149,850 $ - 19,987,241 19,987 63,121,113 ( 24,000 ) ( 74,064,417 ) - ( 10,947,317 ) Stock-based compensation - - 23,979 - - - 23,979 Settlement of derviative liability - - 11,298 - - - 11,298 Stock payable-Preferred 420,000 - - - - - - Receipt of funds owed - - - 24,000 - - 24,000 Net gain (loss) for the period - - - - - - - - ( 265,418 ) - ( 265,418 ) Balance, March 31, 2024 150,000 $ 150 $ 149,850 $ 420,000 19,987,241 19,987 63,156,390 - ( 74,329,835 ) - ( 11,153,458 ) Stock payable-Preferred 5,000 - - - - - - - Net gain (loss) for the period - - - - - - - ( 80,754 ) - ( 80,754 ) Balance, June 30, 2024 150,000 $ 150 $ 149,850 $ 425,000 19,987,241 19,987 63,156,390 - ( 74,410,589 ) - ( 11,234,212 ) Balance, December 31, 2023 (As Restated) 150,000 $ 150 $ 149,850 $ - 19,987,241 19,987 63,121,113 ( 24,000 ) ( 75,700,657 ) - ( 12,583,557 ) Stock-based compensation - - 23,979 - - - 23,979 Settlement of derviative liability - - 11,298 - - - 11,298 Stock payable-Preferred 420,000 - - - - - - Receipt of funds owed - - - 24,000 - - 24,000 Net gain (loss) for the period - - - - - - - - ( 319,959 ) - ( 319,959 ) Balance, March 31, 2024 150,000 $ 150 $ 149,850 $ 420,000 19,987,241 19,987 63,156,390 - ( 76,020,616 ) - ( 12,844,239 ) Stock payable-Preferred 5,000 - - - - - - - Net gain (loss) for the period - - - - - - - - ( 135,296 ) - ( 135,296 ) Balance, June 30, 2024 150,000 $ 150 $ 149,850 $ 425,000 19,987,241 19,987 63,156,390 - ( 76,155,912 ) - ( 12,979,535 ) Balance, December 31, 2024 (As Previously Reported) 150,000 $ 150 $ 149,850 $ 430,000 19,987,241 $ 19,987 $ 63,178,161 $ - $ ( 75,120,659 ) $ - $ ( 11,922,511 ) Conversion of RP convertible promissory notes 26,935,424 $ 26,935 $ 908,398 $ - $ - $ - $ 935,333 Net gain (loss) for the period - - - - - - - - ( 215,799 ) - ( 215,799 ) Balance, March 31, 2025 150,000 $ 150 $ 149,850 $ 430,000 46,922,665 46,922 $ 64,086,559 - $ ( 75,336,458 ) - $ ( 11,202,977 ) Balance, December 31, 2024 (As Restated) 150,000 $ 150 $ 149,850 $ 430,000 19,987,241 $ 19,987 $ 63,178,161 $ - $ ( 76,978,095 ) $ - $ ( 13,779,947 ) Conversion of RP convertible promissory notes 26,935,424 $ 26,935 $ 908,398 $ - $ - $ - $ 935,333 Net gain (loss) for the period - - - - - - - - ( 270,340 ) - ( 270,340 ) Balance, March 31, 2025 150,000 $ 150 $ 149,850 $ 430,000 46,922,665 46,922 $ 64,086,559 - $ ( 77,248,435 ) - $ ( 13,114,954 ) 26 RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.) Consolidated Statements of Cash Flows CASH FLOWS FROM OPERATING ACTIVITIES As Previously Reported Restatement Impacts As Reported Six Months Ended June 30, 2024 CASH FLOWS FROM OPERATING ACTIVITIES As Previously Reported Restatement Impacts As Reported Net gain (loss) $ ( 346,172 ) $ ( 109,083 ) $ ( 455,255 ) Adjustments to reconcile net income to net cash used for operating activities: Stock-based compensation 23,979 - 23,979 Change in fair value of derivative liabilities ( 885,269 ) - ( 885,269 ) Initial derivative expense 572,415 - 572,415 Discount amortization 78,438 - 78,438 Income/loss from equity method investment 108,411 - 108,411 Change in operating assets and liabilities: Accounts receivable ( 199 ) - ( 199 ) Prepaid expenses ( 4,980 ) - ( 4,980 ) Accounts payable, related party payables and accrued liabilities 408,617 - 408,617 Contingent Liability - 109,083 109,083 CASH USED FOR OPERATING ACTIVITIES ( 44,760 ) - ( 44,760 ) CASH FLOWS FROM INVESTING ACTIVITIES Promissory note issuance - RP ( 400,000 ) - ( 400,000 ) Cash paid from related party note issuance 7,000 - 7,000 CASH USED FOR INVESTING ACTIVITIES ( 393,000 ) - ( 393,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from preferred subscription 425,000 - 425,000 Stock issued for cash (pmt received) 24,000 - 24,000 Payments on debt ( 11,125 ) - ( 11,125 ) CASH PROVIDED BY FINANCING ACTIVITIES 437,875 - 437,875 NET INCREASE (DECREASE) IN CASH 115 - 115 CASH AT BEGINNING OF YEAR 131 - 131 CASH AT PERIOD END $ 246 $ - $ 246 NON-CASH TRANSACTIONS Conversion of AP to convertible notes payable 326,833 - 326,833 Conversion of AP to LT notes payable-RP 640,000 - 640,000 Initial derviative discount 326,833 - 326,833 Amendment to convertible note 200,652 - 200,652 Settlement of derivative liability 11,298 - 11,298 The accompanying notes are an integral part of these consolidated financial statements. Note 19: Subsequent Events On July 3, 2025, the Company issued 3,000,000 common shares upon conversion of 45,000 preferred shares. On August 5, 2025, the Company received a deposit for a reverse osmosis (“RO”) machine from a US-based large scale customer that provides services within the oil and gas and mining sectors. They wish to determine the long term suitability for their company’s potable water needs. 27 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis contain forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from the results indicated by our forward-looking statements as a result of many known or unknown factors, including, but not limited to, those factors discussed in Item 1A. “Risk Factors” in our on Form 10-12GA below in Part II Item 1A. “Risk Factors” of this Form 10-Q and in the “Cautionary Note Regarding Forward-Looking Statements” set forth at the beginning of this report. You should read the following discussion and analysis in conjunction with the audited financial statements, and the related footnotes thereto, appearing elsewhere in this Form 10-Q. In addition, we intend to use our media and investor section on our website (www.rainmakerww.com/category/investor-updates/), SEC filings and press releases to communicate with the public about Rainmaker, its services and other issues. 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. Overview Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada-based corporation publicly traded since July 3, 2017, following a reverse merger. The Company specializes in sustainable, energy-efficient potable water production and purification technologies. Its core offerings include Atmospheric Water Generator (“AWG”) systems and solutions that convert contaminated or seawater into potable or reusable water. Through strategic global partnerships, RAKR focuses on delivering innovative and scalable water infrastructure solutions to underserved communities and industrial clients. The Company initially operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) (“RWI”), established in 2014 to commercialize Rainmaker’s patented water technologies. As part of its strategic growth and restructuring, the Company sold a 60% interest in RWI on March 31, 2023, retaining a 40% stake. On January 22, 2024, RWI acquired a 60% interest in Miranda Environmental and Water Treatment Technologies, with an agreement in place to acquire the remaining 40% over a two-year period. This transaction significantly broadened RWI’s product offerings and distribution capabilities, particularly in the water treatment sector. On December 31, 2024, RWI completed a corporate restructuring in which the Company’s investment was converted into RWI shares. Concurrently, RWI raised new capital independently, which diluted the Company’s ownership in RWI to 13.65%. Due to RWI’s ongoing financial challenges—including negative cash flow, net liabilities, and continued operating losses—the Company impaired its investment in RWI to zero, in accordance with applicable accounting standards. The impairment reflects management’s determination that the investment no longer provides a reasonable return. The Company was aware of this outcome prior to the restructuring. As of the end of Q2 2025, following additional capital raises by RWI, the Company’s ownership interest had further decreased to 12.38%. Despite the impairment, RAKR continues to benefit from all original distribution rights related to Miranda products, particularly within Mexico and the United States. The Company and RWI maintain a collaborative relationship aimed at maximizing the commercial potential of these rights. Both parties recognize the long lead times and permitting dependencies inherent in the water infrastructure sector, which often delay revenue realization. RAKR remains focused on the development and commercialization of advanced water production and purification technologies. With a growing product portfolio and regional distribution reach, the Company is actively pursuing business opportunities across North, Central, and South America, as well as the Caribbean. Through these efforts, RAKR aims to position itself as a leader in delivering sustainable and scalable water solutions to meet the world’s pressing water challenges. Rainmaker sas the capability to be a full service water delivery partner for medium sized communities, developments of all kinds, and industrial/commercial applications. 28 RWI Acquires Miranda On January 22, 2024, RWI finalized the acquisition of Miranda. RAKR is actively marketing Miranda products through distribution agreements with RWI, primarily for Mexico and the United States. It is possible that RAKR will expand this territory to include Central and South America in the future. With an expanded portfolio of products RAKR has the opportunity to increase revenue and shareholder value. Ongoing Approach to Sales and Marketing The Company’s ongoing focus will be to pair Rainmaker technologies with those of Miranda and our affiliate partners. The Company has generated limited revenue up to present. Operations have been typically focused on business development, market research, technology research and development activities. The Company had total assets of $50,116 as of December 31, 2024. As of June 30, 2025, net assets were $31,596. 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 no revenue for the quarters ending June 30, 2025 and June 30, 2024 and had net losses of $543,287 and $346,172 for the quarters ending June 30, 2025 and 2024, respectively. The losses in 2025 increased by 57% compared to the same period in 2024. The 2025 losses are driven by operating expenses and other expenses, the largest components in operating expenses being compensation expenses while the largest contributor in other expenses was interest expense. The costs associated with maintaining the Company’s listing and current filing status with the SEC as expected are significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities and has limited resources or revenues to cover its operating costs. The Company’s auditor’s report for 2024 stated that there was substantial doubt about the Company’s ability to continue as a going concern. Products and Services Overview Across the world, fresh water is unevenly distributed. Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America, and various island geographies. Fundamentally, the solutions are based on deploying technology with the following attributes to ensure low-cost delivery and Company profitability: ● Versatile ● Scalable & Cost-effective ● Environmentally & Socially Sustainable ● Applying Proprietary Technology through partners and affiliates Atmospheric Water Generator (“AWG”) – Harvests fresh water from humidity by using advanced heating and cooling technologies. Through the acquisition of Miranda and RAKR’s own technologies the Company has multiple options to purify wastewater to potable water standards. 29 The operating efficiency of these technologies allows us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives and competitors in the market. We substantially out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same competitors. The compact and scalable systems for AWG and purification equipment enable decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport. Our technologies are cost-effective and can be powered by solar, wind, or grid electricity, or a combination of power sources. AWG can produce roughly 5,000 liters of water per unit, per day, with optimal climatic conditions. Cost Information Currently in remote locations, the principal source of supply is bottled water. Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled water that is transported or bulk water that is transported by truck to local communities. In most remote communities where this water is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research. The Company’s fully amortized cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete profitably to generate corporate value beneficial to our shareholders. Our wastewater and related water purification systems are highly efficient when compared to competitors and in almost all cases will use a fraction of the electricity to treat the same amount of water. Regulatory Information The global nature of our approach means that regulatory conditions vary by jurisdiction. We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment will be the quality of the water that is bottled and tested. The Company seeks to adhere to World Health Organization standards for clean water using the technologies that are authorized in a particular sovereign jurisdiction. Business Model The RAKR business model typically begins with the identification of a trusted local technology partner and distributor capable of deploying and maintaining all systems in the field. We work with the end clients and their general contractors to build the supporting infrastructure required for our systems (i.e. holding tanks, platforms etc.). In addition, over the course of the past year, we have been building partnerships with highly experienced providers of complementary technology. That gives RAKR the ability to have a more comprehensive product set when proposing solutions to communities, developers and commercial entities. The most significant advance to date is the acquisition of Miranda by RWI on January 22, 2024. RAKR directly benefits from this acquisition by providing the Company with vast experience and comprehensive water purification solutions. Market Opportunity In the past twenty years, there has been a growing awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and underdeveloped communities. Entities ranging from Water.Org to the United Nations (access to safe drinking water represents #6 of the 17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and prospects for multilateral cooperation in the realms of global governance and public-private co-regulation. Common to these efforts is the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage. The metrics that underpin the international need for ingenuity and action are the same as those that animate and sustain the market opportunity for our Company: (1) Less than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state. (2) Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers. (3) People and animals rely on 0.5% of the world’s water. (Source: Unwater.org - Facts and Trends: Water) 30 Moreover, at any moment, the atmosphere contains approximately 37.5 million billion gallons of water. This potential is not currently harvested by the means of private organizations or government institutions and thus presents a significant opportunity for AWG technology to satisfy worldwide demand for water. The World Health Organization estimates that 50 liters of water per day is required per individual to meet basic needs. It is estimated by the OECD that by 2030 nearly half of humanity will be living in a condition of severe water stress. Currently, according to UNICEF, 2.2 billion people around the globe lack safe drinking water. While high-income countries only treat 70% of wastewater, low-income countries treat 8%. With the world’s population expected to reach 9 billion by 2038, the global need is indisputably high. Much of the population expansion is or will be in the very areas that are already suffering from the problem of water scarcity. The above analysis points to a global market for water that is extraordinarily immense. Today, the annual global water market for all purposes and uses is $880 billion in 2023 and is expected to expand to $1.2 trillion by 2031 (Source: Verified Market Research: www.verifiedmarketresearch.com). Water: the market of the future). Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of that global level of demand. Suppliers As stated previously, our principal suppliers for the core technologies to be deployed are Miranda and other glogal equipment manufacturers. With the acquisition of Miranda, we have complementary technology to diversify the Rainmaker market. Competition The Rainmaker business model delivers technology to produce potable water at the source of demand. We believe that competitive models, while relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per liter. By virtue of our current affiliations, we believe we have a cost per liter competitive advantage. Accordingly, on a global basis, we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial results in the near term. However, other companies with sufficiently greater resources may develop competing products and have an advantage over us based on the relative size. Continent Liabilities During the quarter ended June 30, 2025, the Company identified an error in its previously issued financial statements related to accrued interest on a legal judgment originally rendered in 2016. The judgment, which was upheld on appeal in 2018, accrues interest at a statutory rate of 5% per annum. The accrued interest had not been reflected in prior period financial statements. As a result, the Company has restated its previously issued financial statements to include the accrued interest. The correction resulted in an increase to accrued liabilities and a corresponding increase in accumulated deficit in the affected periods. The total contingent liability recorded as of June 30, 2025 is $6,390,429 (2024: $6,281,346), which includes the judgment amount and related interest. The restatement did not impact the Company’s cash flows or cash balances, as the adjustment was non-cash in nature. For further details regarding the restatement and the legal matter, refer to Note 18 – Restatement of Previously Issued Financial Statements. Government Subsidies and Incentives While RAKR is not currently pursuing subsidies and incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course. Over time, RAKR will seek subsidies and incentives through its deployment of technology in underserved countries and particular communities within countries. Intellectual Property The Company does not directly hold any intellectual property but suppliers, in some cases, do have intellectual property that benefits RAKR indirectly. Results of Operations for the Six Months ended June 30 th , 2025 and 2024 Revenue Revenue was nil for each of the six months ended June 30, 2025, and June 30, 2024. 31 General and Administrative Expenses General and administrative expenses primarily include consultant expenses, employee benefits, stock-based compensation for executive consultants, outside legal and professional services, marketing and advertising, and facilities-related costs. The following table sets forth general and administrative expenses for the six months ended June 30, 2025, and 2024: Six Months Ended June 30, Increase (Decrease) 2025 2024 $ % General and administrative expense $ 253,003 $ 165,506 $ 87,527 52.9 % Stock-based compensation expense (included above) $ 125,020 $ 23,979 $ 101,041 421.4 % General and administrative expenses, including stock-based compensation, increased by $87,527, or 52.9%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase was primarily due to the following: 1. Stock-based compensation increased by $101,041, reflecting the issuance of additional options or restricted stock to consultants and executives. 2. Consulting expenses increased by $2,346, due to expanded third-party support. 3. Travel expenses decreased by $11,000, reflecting reduced activity compared to the prior year. 4. Marketing, advertising, and promotional costs declined by $1,268, reflecting a strategic reduction in discretionary spend. 5. Other general and administrative costs decreased by $3,592. Excluding stock-based compensation, general and administrative expenses decreased by $13,514, or approximately 13.6%, highlighting a focus on cost control in core operational spending categories. Segment Information Effective for the fiscal year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This standard enhances the disclosure of segment expenses and the measures used by the Chief Operating Decision Maker (CODM) in evaluating performance. As the Company has limited revenue, management continues to evaluate its business activities to determine the most relevant financial metrics for assessing performance. Currently, the Company operates as a single reportable segment and does not allocate material costs or expenses across multiple business units. The Company will continue to monitor its operational growth and assess whether additional segment disclosures become necessary in future periods. Liquidity and Capital Resources Management’s Plans While we are similar to other development stage companies, we have now pursued and executed a strategy whereby we have a full suite of products that can deliver distributed water solutions globally. To date, our products have yet to generate significant revenue. As a result, we have historically suffered recurring losses and we do not have the required cash resources to fully execute our business plans. Historically, the Company’s major sources of cash have comprised proceeds from various private offerings of its securities (including common stock) and debt financing. From 2015 through to the fiscal year end date December 31, 2024, the Company raised approximately $8.2 million in gross proceeds from various private offerings of our common stock and convertible debt. These funds were raised during various stages of the company and allowed us first to develop a commercially ready product and as soon as logistics and supply chains allow, deliver these products into identified projects and begin to generate revenue. The Company has sustained losses from operations in each fiscal year since our inception, and we expect losses to continue for the indefinite future. As of June 30, 2025 and December 31, 2024, the Company had an accumulated deficit of approximately $75.7 million and $75.1 million and stockholders’ equity of approximately $(11.3) and $(11.9) million, respectively. As of June 30, 2025, the Company had approximately $440 in cash. 32 The Company recognizes and is addressing the need to raise additional capital or imminently become revenue positive in order to continue to execute its business plan in the future. There is no assurance that additional financing or revenue will be available when needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will become profitable and generate positive operating cash flow. Off-Balance Sheet Arrangements As of June 30, 2025, the Company had no off-balance sheet arrangements. Critical Accounting Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if: ● it requires assumptions to be made that were uncertain at the time the estimate was made, and ● changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material. The most significant estimates impact the following transactions or account balances: stock compensation. See Note 2 in our financial statements for a discussion of our significant accounting policies. Other Income (Expense) Other income (expense) for the six months ended June 30, 2025 resulted in a net expense of $399,337, compared to a net expense of $289,749 for the same period in 2024. The change was primarily due to the following: · Interest expense was $397,422 in 2025, compared to $415,754 in 2024. Included in the current period’s amount is $109,083 of accrued interest related to a 2016 legal judgment, which was not previously recorded and has resulted in a restatement of prior period balances. See Note 18 – Restatement of Previously Issued Financial Statements. · Amortization of debt discount declined to $1,915 in 2025, from $78,438 in 2024, due to the maturity of prior debt instruments. · The Company recorded no derivative-related income or expense in the current period, compared to a net gain of $312,854 in 2024, reflecting changes in the fair value of derivative liabilities and initial derivative recognition in the prior year. For the three months ended June 30, 2025, total other expense was $197,923, compared to $67,250 in the same period in 2024. The increase primarily reflects the recognition of judgment-related interest and the absence of prior year derivative gains. Net Loss The Company reported a net loss of $652,370 for the six months ended June 30, 2025, compared to a net loss of $455,255 for the same period in 2024. The increased loss was primarily due to higher stock-based compensation, the recognition of accrued interest on a legal judgment, and the absence of favorable non-cash derivative income recorded in the prior year. For the three months ended June 30, 2025, net loss was $382,030, compared to $135,296 in the same period of 2024. Recently Issued Accounting Standards Not Yet Effective or Adopted The Financial Accounting Standards Board (FASB) issued ASU 2024-03, which amends the disclosure requirements for the disaggregation of income statement expenses. Effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, this update requires public business entities to provide more detailed expense disclosures, including amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and depletion in relevant expense captions. Entities must also disclose total selling expenses annually and a qualitative description of non-disaggregated amounts. Early adoption is permitted. The standard can be applied prospectively or retrospectively. Until December 31, 2021, the Company evaluated embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature did not require derivative treatment under ASC 815, the instrument was evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion features. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) as of June 30, 2025 . Based on this evaluation, the Company’s Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025. This conclusion was based on the presence of a material weakness related to the accounting for accrued interest on a legal judgment, which resulted in a restatement of previously issued financial statements. The material weakness stemmed from the Company’s failure to accrue interest on a 2016 judgment that was upheld on appeal in 2018, as required under applicable accounting standards. Management is actively developing and implementing remediation plans, including enhanced review procedures and improved documentation related to contingent liabilities and legal accruals, to address this weakness and improve the effectiveness of disclosure controls and procedures. 33 Management’s Report on Internal Control over Financial Reporting The Company is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR), as defined in Rule 13a-15(f) under the Exchange Act. With the participation of the Chief Executive Officer and Interim Chief Financial O fficer, management conducted an evaluation of the Company’s ICFR as of June 30, 2025, based on the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2025, due to the presence of the following material weaknesses: 1. Segregation of duties – As a small company with limited staff, the Company relies heavily on entity-level or management review controls, resulting in insufficient segregation of duties. 2. Lack of formal policy for related party transactions – The Company does not have a documented policy to govern the approval, identification, and authorization of related party transactions. 3. Material audit adjustments – During the 2024 audit, it was necessary to record material audit adjustments. Management has determined that the nature and magnitude of these corrected misstatements, individually and in the aggregate, could result in material misstatements of future financial statements if not addressed through improved control processes. An audit adjustment is a proposed correction to the financial statements that, in the auditor’s judgment, may not have been detected without audit procedures. While not all audit adjustments indicate control deficiencies, the Company’s history of such adjustments suggests that its internal controls over financial reporting are not sufficiently robust to prevent or detect material misstatements in a timely manner. As a result of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2025. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Limitations on Effectiveness of Controls Management, including the Company’s Chief Executive Officer and Interim Chief Financial Officer, recognizes that no system of internal control over financial reporting or disclosure controls and procedures can provide absolute assurance of achieving its objectives. Internal controls are subject to inherent limitations, including cost constraints, human error, and circumvention or override of controls. Accordingly, even effective internal controls can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 34 PART II — OTHER INFORMATION Item 1. Legal Proceedings As previously disclosed, a judgment in the amount of $4,423,910 was rendered on August 8, 2016, against several parties including a former subsidiary and a predecessor to the Company. The judgment was upheld on appeal in 2018. The Company has now accrued interest at 5% per annum from the judgment date, resulting in a total contingent liability of $6,390,429 as of June 30, 2025. Item 1A. Risk Factors Investing in our common stock involves risks. Each of these risks as well as other risks and uncertainties not presently known to us or that we currently deem immaterial could adversely affect our business, results of operations, cash flows and financial condition and cause the value of our common shares to decline, which may result in the loss of part or all of your investment. There has been no change since filing the 2024 10-K. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On January 2, 2025, the Company issued shares to a related party upon conversion of a convertible promissory note dated January 8, 2024. $130,000 principal and accrued interest of $12,715 was converted into 4,109,865 common shares. On January 2, 2025, the Company issued shares to a related party upon conversion of a convertible promissory note dated January 8, 2024. $100,000 principal and accrued interest of $9,781 was converted into 3,161,435 common shares. On January 2, 2025, the Company issued shares to a related party upon conversion of a promissory note dated January 8, 2024. $353,000 principal and accrued interest of $34,526 was converted into 11,159,865 common shares. On January 2, 2025, the Company issued shares to a related party upon conversion of a promissory note dated January 8, 2024. $269,000 principal and accrued interest of $26,310 was converted into 8,504,259 common shares. On April 24, 2025, the Company issued an aggregate of 9,400,000 restricted shares of common stock to consultants as compensation for services rendered. On May 7, 2025, the Company issued shares upon conversion of a promissory note dated January 8, 2024. $78,833 principal and accrued interest of $8,380 was converted into 2,512,930 common shares. On June 16, 2025, the Company issued shares upon conversion of Series A Preferred Shares. $34,462 in preferred shares were converted into 2,297,467 common shares. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable to smaller companies. Item 5. Other Information During the period ended June 30, 2025, the Company restated its previously issued financial statements to correct an error related to the omission of accrued interest on a legal judgment from 2016. The correction resulted in adjustments to accrued liabilities and accumulated deficit in the affected periods. 35 Item 6. Exhibits Exhibit No. Description 31.1* Certification of Principal Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 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) * Filed herewith. 36 SIGNATURES Pursuant to the requirements 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: August 11, 2025 By: /s/ Michael O’Connor Michael O’Connor President, Chief Executive Officer and Interim Chief Financial Officer 37