Business Description

Note 1: Nature of Operations and Going Concern Nature of Operations Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada corporation specializing in energy-efficient freshwater production and purification technologies. The Company utilizes Air-to-Water (“AW”) systems that extract water from atmospheric humidity and offers a wide range of solutions to transform contaminated or seawater into potable or reusable water. Through its strategic partnerships, Rainmaker focuses on providing sustainable water solutions to communities and industries globally. At present, the Company executes consulting agreements with experienced executive personnel and senior advisors. Future sales will be heavily driven by independent distributors and project developers. The Company had $ 143,725 in revenue for the year ending December 31, 2024, and $ 78,912 in revenue for the year ending December 31, 2023. Net losses for the years ended December 31, 2024, and 2023, were $ 1,056,242 and $ 1,229,753 , respectively. The losses in 2024 have been reduced by 14% compared to 2023. The 2024 losses are driven by operating expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method investment and impairment expense. The costs associated with maintaining the Company’s listing and current filing status with the SEC remain significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities, and has limited resources or revenues to cover its operating costs. As of December 31, 2023, the Company had total assets of $ 30,725 , which increased to $ 50,116 as of December 31, 2024. However, the Company’s auditor’s report for 2024 stated that there was substantial doubt about the Company’s ability to continue as a going concern. Company History Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada-based corporation that became publicly traded on July 3, 2017, following a reverse merger. The Company specializes in energy-efficient freshwater production and purification technologies, primarily through Air-to-Water (“AW”) systems that extract water from humidity. It also offers solutions to transform contaminated or seawater into potable or reusable water. Rainmaker focuses on providing sustainable water solutions to communities and industries globally through strategic partnerships. Originally, the Company operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) (“RWI”), established in 2014 to commercialize its patented water technologies. In line with its expansion strategy, Rainmaker sold a 60 % stake in RWI on March 31, 2023, retaining a 40 % interest. Subsequently, on January 22, 2024, RWI acquired a 60 % stake in Miranda Environmental and Water Treatment Technologies, with plans to acquire the remaining 40 % over the next two years. This acquisition significantly expanded RAKR’s portfolio through its distribution rights for Miranda’s products, thereby strengthening its water treatment capabilities. On December 31, 2024, RWI underwent a restructuring, during which the Company converted its investment in RWI into RWI shares. Simultaneously, RWI independently secured new capital investment, reducing the Company’s ownership in RWI to 13.65 %. As a result of RWI’s financial situation—characterized by insufficient cash flow, net liabilities, and ongoing net losses—the Company decided to impair the investment in accordance with standard accounting principles. Given these conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and therefore impaired the asset to zero. The Company was fully aware of this outcome prior to the restructuring. Although the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights, in particular for Mexico and the United States. The Company and RWI continue will work together to maximize the value of these distribution rights. Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely permitting for projects that require water treatment. On October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V.…