Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 2024

☐	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.)

271 Brock Street, Peterborough, Ontario Canada		K9H 2P8
(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 May 15, 2024 was 499,682,113. The number of shares of the registrant’s Preferred Stock, $0.001 par value, outstanding as of May 15, 2024 was 150,000.

TABLE OF CONTENTS

		Page No.

PART I	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (2024 unaudited, 2023 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	8-21

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

SIGNATURES		30

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.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Balance Sheets

	March			December 31,
	31, 2024			2023
	(Unaudited)			(Audited)

Assets
Current Assets
Cash	$	236		$	131
Other receivables		5,694			5,594
Prepaid expenses		25,000			25,000
Total Current Assets		30,930			30,725

Long Term Assets
Equity Investment		330,246			-

Total Long-Term Assets		330,246			-

Total Assets	$	361,176		$	30,725

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	175,147		$	172,515
Related party payables		688,049			1,607,896
Accrued liabilities		123,165			195,147
Customer deposits		112,500			112,500
Contingent liability		4,423,910			4,423,910
Convertible notes payable net of discount of $0 and $8,960		4,232,902			4,034,415
Convertible notes payable-related parties net of discount of $293,502 and $0		33,331			-
Convertible notes payable- net of discount		33,331			-
Notes payable - related parties		73,516			73,516
Derivative liabilities		442,113			208,142

Total Current Liabilities		10,304,633			10,828,041

Long Term Liabilities
Long term notes payable – related parties		640,000			-
Total Long Term Liabilities		640,000			-

Total Liabilities	$	10,944,633		$	10,828,041

Mezzanine Equity
Preferred stock - $0.001 par value; stated value $1.00; 1,000,000 authorized shares: Series A; 150,000 issued and outstanding at March 31, 2024 and at December 31, 2023	$	150,000		$	150,000
Preferred Stock Payable		420,000			-
Total Mezzanine Equity	$	570,000		$	150,000

Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 500,000,000 authorized shares; 499,682,113 outstanding at March 31, 2024 and December 31, 2023	$	499,682		$	499,682
Additional paid-in capital		62,676,696			62,641,419
Stock receivable		-			(24,000	)
Accumulated deficit		(74,329,835	)		(74,064,417	)
Total Stockholders’ Equity (Deficit)	$	(11,153,457	)	$	(10,947,316	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	361,176		$	30,725

The accompanying notes are an integral part of these financial statements.

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Operations and Comprehensive Loss

	2024			2023
	Three Months Ended March 31,
	2024			2023
	(Unaudited)			(Unaudited)

Revenue	$	-		$	-

Expenses
General and administrative expense		97,460			181,769
Total Expenses		97,460			181,769

Loss from Operations		(97,460	)		(181,769	)

Other income (expense)
Income (loss) from equity method investment		(57,754	)		-
Interest expense		(149,477	)		(88,156	)
Amortization of debt discount		(42,291	)		(107,947	)
Initial Derivative Expense		(572,415	)		-
Change in derivative liabilities expense		653,979			(64,003	)
Total other income (expense)		(167,958	)		(260,106	)

Loss from continuing operations		(265,418	)		(441,875	)

Discontinued operations:
Loss from operations of discontinued operations		-			(13,155	)
Total discontinued operations	$	-		$	(13,155	)

Net income (loss)	$	(265,418	)	$	(455,030	)

Net loss per share:
Basic and diluted	$	(0.0005	)	$	(0.002	)

Weighted average number of common shares outstanding:
Basic and diluted		499,682,113			196,460,597

The accompanying notes are an integral part of these financial statements.

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 ($)			Total
	Mezzanine Equity
	Series A Preferred Stock																				Accumulated
					Additional paid-in		Stock Payable-		Common Stock				Additional paid-in		Stock						other comprehensive
	Shares		Amount		capital($)		Preferred		Shares		Amount ($)		capital ($)		Receivable			Deficit ($)			income ($)			Total
Balance, December 31, 2022		-		-		-		-		160,797,716		160,798		62,000,842		-			(72,834,664	)		372,649			(10,300,375	)

Conversion of convertible promissory notes		-				-		-		85,585,983		85,586		168,203		-			-			-			253,789
Stock-based compensation										-		-		34,737		-			-			-			34,737
Foreign currency translation										-		-		-		-			-			(13,155	)		(13,155	)
Net gain (loss) for the year		-		-		-				-		-		-		-			(441,875	)		-			(441,875	)
Balance, March 31, 2023		-	$	-	$	-	$	-		246,383,699		246,384		62,203,782		-			(73,276,539	)		359,494			(10,466,879	)

Balance, December 31, 2023		150,000	$	150	$	149,850	$	-		499,682,113		499,682		62,641,419		(24,000	)		(74,064,417	)		-			(10,947,316	)
Balance		150,000	$	150	$	149,850	$	-		499,682,113		499,682		62,641,419		(24,000	)		(74,064,417	)		-			(10,947,316	)
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		499,682,113		499,682		62,676,696		-			(74,329,835	)		-			(11,153,457	)
Balance		150,000	$	150	$	149,850	$	420,000		499,682,113		499,682		62,676,696		-			(74,329,835	)		-			(11,153,457	)

The accompanying notes are an integral part of these financial statements.

RAINMAKER WORLDWIDE INC.

(Formerly Gold and Silver Mining of Nevada Inc.)

Statements of Cash Flows (Unaudited)

	2024			2023
	Three Months Ended
	March 31,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(265,418	)	$	(441,875	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Stock-based compensation		23,979			34,737
Change in fair value of derivative liabilities		(653,979	)		64,003
Initial derivative expense		572,415			-
Discount amortization		42,291			107,947
Income/loss from equity method investment		57,754			-
Change in operating assets and liabilities:
Accounts receivable		(100	)		234
Prepaid expenses		-			(2,457	)
Accounts payable, related party payables and accrued liabilities		178,288			204,872

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES		(44,770	)		(32,539	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in equity affiliate		(400,000	)		-
Distributions from investment in equity affiliate		12,000			-
CASH USED FOR INVESTING ACTIVITIES		(388,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock-Preferred stock		420,000			-
Proceeds from convertible notes		-			40,000
Repayment on convertible promissory note		(11,125	)		-
Stock issued for cash		24,000			-

CASH PROVIDED BY FINANCING ACTIVITIES		432,875			40,000
Effect on Foreign Currency Exchange		-			(13,155	)

NET INCREASE (DECREASE) IN CASH		105			(5,694	)

CASH AT BEGINNING OF YEAR		131			7,130

CASH AT PERIOD END	$	236		$	1,436

NON-CASH TRANSACTIONS
Conversion of AP to convertible notes payable		326,833			-
Conversion of AP to LT notes payable		640,000			-
Shares issued for conversion		-			253,789
Initial Derivative Liability/Discount		326,833			38,787
Amendment to convertible note		200,652			-
Settlement of derivative liability		11,298			-

The accompanying notes are an integral part of these financial statements.

Note 1: Nature of Operations and Going Concern

Nature of Operations

Rainmaker Worldwide Inc. (“Rainmaker” or the “Company” or “RAKR”) is a Nevada company which previously operated Rainmaker Worldwide Inc. (Ontario) (“RWI”) until March 31, 2023, with its head office in Peterborough, Ontario, Canada. The Company distributes two main types of energy-efficient, fresh water-producing technologies: (1) Air-to-Water (“AW”), which harvests fresh water from humidity in the atmosphere, and (2) Water-to-Water (“WW”), which transforms seawater or polluted water into drinking water. The technology can be wind, solar, or use conventional power sources (grid or generator), is deployable anywhere, and leaves no carbon trace if renewable resources are deployed.

Rainmaker holds a 12% interest in Rainmaker Holland B.V. (“RHBV”) which consists of the innovation and manufacturing center located in Rotterdam, Netherlands. RAKR will purchase equipment on a favorable cost-plus formula.

Effective April 1, 2023, Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) and continues to hold a 40% interest. RWI will be the driver of operations in Canada, the Caribbean, Central America and South America.

Company History

RWI was incorporated on July 21, 2014, under the Ontario Business Corporations Act. On July 3, 2017, RWI shareholders completed a share exchange with the Company (the “Merger”) pursuant to a share exchange agreement dated June 28, 2017 (the “Share Exchange Agreement”) among the Company, RWI and RWI’s 45 shareholders. Upon completion of the Merger, and in accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired an aggregate of 9,029,562 common shares in the capital of RWI from the RWI Shareholders (being all of the issued and outstanding shares in the capital of RWI) in exchange for an aggregate of 66,818,759 restricted shares of the Company’s common stock, or 7.4 shares for each share of RWI. Therefore, RWI became a wholly owned subsidiary of the Company effective July 3, 2017. The Company’s former name, Gold and Silver Mining of Nevada, Inc. (“CJT”) was changed on April 24, 2017, in expectation of and conditional upon completion of the Merger. The Merger was accounted for as a reverse acquisition with RWI considered the accounting acquirer since the former RWI shareholders remained in control of the combined entity after the transaction. As part of the merger, net liabilities of $235,495 were recognized on the Company’s balance sheet. As a result of the Merger the Company trades on the OTC:Pink under the trading symbol RAKR. Effective April 1, 2023, Rainmaker (RAKR) holds a 40% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) going forward. RAKR is an SEC filing company.

Ongoing Partnerships

On July 28, 2022, the Company signed a Joint Development Agreement (“JDA”) with Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. (“Miranda”) whose primary operations reside in Ankara, Turkey. This JDA allows for reciprocal distribution rights for all of RAKR’s and Miranda’s combined technologies and fosters a long-term technological integration strategy between the two companies. The first result of this JDA was achieved in 2023 with a sale to Turks and Caicos. Delivery to Turks and Caicos has occurred and commissioning is expected soon.

Going Concern

The Company has incurred continuing losses from its operations and has an accumulated deficit of $74,329,835. 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.

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:

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.

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 to these joint ventures. 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 March 31, 2024 and March 31, 2023 are nil in both cases.

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.

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.

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 CAD100,000 per commercial bank. From time to time, cash in deposit accounts may exceed the insurance limits thus the excess would be at risk of loss. For the purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities of 90 days or less to be cash equivalents. As of March 31, 2024, the Company had no cash equivalents.

Customer Deposits

The typical arrangement for customer deposits for purchases of Company products is 50% down at the time of ordering. The Company records the deposit as a current liability reflecting the obligation to provide the goods or services to the customer or to return the money. When the Company earns the deposit amount, the current liability will be debited, and sales revenues will be credited.

Note 3 – Equity Investment

RAINMAKER WORLDWIDE INC. (ONTARIO)(RWI)

Effective April 1, 2023, Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) and continues to hold a 40% interest. On January 16, 2024, Rainmaker (RAKR) entered into an agreement with Rainmaker Worldwide Inc. (Ontario) (“RWI”) to acquire Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. (“Miranda”) in Ankara, Turkey.

The acquisition of 60% of Miranda was completed January 22, 2024.

The Company uses the equity method to account for its interest in RWI. As of March 31, 2024, the Company invested $0.4 million in RWI in the form of a note. For the quarters ended March 31, 2024 and 2023, RWI recorded net losses of $144,386 and nil, respectively, of which the Company recognized losses from equity method investments of $57,754 and nil, respectively.

Schedule of Equity Investment

					March 31, 2024		December 31, 2023
					Carrying Value as of
	Location	Percentage Ownership			March 31, 2024		December 31, 2023
Rainmaker Worldwide Inc.	Ontario, Canada		40	%
Initial investment cost					$	400,000	-
Less: Distributions						12,000
Less: Share of net loss						57,754
Carrying value					$	330,246	-

Schedule of Financial Statement

	2024		2023
	Quarter Ended March 31,
	2024		2023
Statements of operations:
Operating revenue	$	73,225		-
Operating expenses		217,611		-
Net loss	$	144,386		-

	March 31, 2024			December 31, 2023
Balance sheets:
Current assets	$	496,644			-
Long-term assets		24,462			-
Current liabilities		(317,585	)		-
Long-term liabilities		(1,000,535	)		-
Net assets	$	(797,014	)		-

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. On July 26, 2022, this note required derivative treatment. On March 31, 2024, the derivative value of this note was $14,311.

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 has been 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 has been 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 June 28, 2022, the Company issued a convertible promissory note in the amount of $64,250 bearing interest of 10% per annum with a maturity date of one year (June 28, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before maturity. The Agreement was signed on June 28^thand ultimately funded on July 6, 2022. During Q1, 2023, the principal amount of this note ($64,250) plus all accrued interest ($3212.50) was fully converted into 35,554,822 common shares. This note had an Original Issue Discount of $4,250 and as of February 21, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On July 26, 2022, the Company issued a convertible promissory note in the amount of $35,000 bearing interest of 10% per annum with a maturity date of one year (July 26, 2023) and has the option to convert into shares of Common Stock any time following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q1, 2023, the principal amount of this note ($35,000) plus all accrued interest ($1,822.47) was fully converted into 17,916,870 common shares. This note had an Original Issue Discount of $2,500 and as of February 13, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On September 12, 2022, the Company issued a convertible promissory note in the amount of $49,250 bearing interest of 10% per annum with a maturity date of one year (September 12, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q1, 2023, there were conversions totaling $37,800 leaving a principal balance of $11,450. These conversions converted into 32,114,261 common shares. During Q2, 2023, the remaining principal balance and accrued interest were converted into 17,639,140 shares. This note had an Original Issue Discount of $4,250 and as of May 22, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain or loss wase recognized on the conversions.

On October 25, 2022, the Company issued a convertible promissory note in the amount of $44,250 bearing interest of 10% per annum with a maturity date of one year (October 25, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q2, 2023, this note including accrued interest was fully converted into 82,282,838 shares. This note had an Original Issue Discount of $4,250 and as of June 20, 2023, was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On February 21, 2023, the Company issued a convertible promissory note in the amount of $44,250 bearing interest of 10% per annum with a maturity date of one year (February 21, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. Conversion price is calculated at 65% of the Market Price (lowest trading price during the 10-trading day period). The Company has the right to prepay any time before the 180^th day. During Q3, 2023, this note went through conversions reducing the principal amount by $44,230, converting into 95,152,107 common shares. This note had an Original Issue Discount of $4,250 and as of December 31, 2023, it is fully amortized. During Q4, 2023, the remaining principal amount of the note in the amount of $20 and accrued interest of $2,213 were converted into 5,724,359 common shares. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

On May 8, 2023, the Company issued a convertible promissory note in the amount of $21,000 bearing interest of 12% per annum with a maturity date of one year (May 8, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date. 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 12,500,000 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.

Note 5: Derivative Liabilities

Derivative liabilities – Convertible Notes

In Q3, 2022, the convertible debt issued February 7, 2022, March 11, 2022, June 28, 2022 and July 26, 2022 became eligible for conversion on August 6, 2022, September 7, 2022, December 25, 2022 and January 22, 2023 respectively. The Company engaged a third-party consultant to determine the fair value of the convertible notes at the end of each quarter. The subsequent evaluation determined that the notes should be accounted for as derivative liabilities upon the date they became convertible due to the variable conversion price included in each note based on Financial Accounting Standards Board (“FASB”) guidance. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective terms of the related notes. These notes have been fully converted and in one case, repaid in full and debt discount has been fully amortized for all notes.

The total derivative liabilities associated with these notes eligible for conversion at December 31, 2023 was $8,977 and at March 31, 2024 derivative liabilities were nil. The Company’s debt discount relating to these convertible notes was nil at March 31, 2024 and the Company recorded interest expense for the amortization of the discount in the amount of $1,755 at March 31, 2024. The Company recorded a change in the value of embedded derivative liabilities expense of $2,320 for the three months ended March 31, 2024. The Company also recorded a change in the value of derivative liabilities in the amount of $11,298 settled by repayment of the final outstanding note.

On July 26, 2022, due to the tainted equity environment, existing convertible notes required derivative treatment. The convertible note in the amount of $8,200 and the convertible note in the amount of $3,105,896.72 (discussed in Note 4) had an initial debt discount of $397,542, loss on initial derivative of $126,888 and a derivative liability of $524,330.

On March 31, 2024, the derivative liability value of these notes was $89,035 and represents a decrease in fair value of $91,421 since December 31, 2023. On March 31, 2024, the derivative liability value of these notes was $89,035.

On January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives and management of the Company totaling $326,883 reflecting amounts due for services provided pursuant to the terms of Consulting Agreements between the Holders and the Company. Each note is a one-year term, carrying an interest rate of 10% per annum and will convert at $0.001389 per share (70% of the 30-day Volume Weighted Average Price preceding the date of the notes). As of March 31, 2024, accrued interest for these notes was $7,344. These notes had an initial debt discount of $326,883 loss on initial derivative of $572,415 and a derivative liability of $889,248. On March 31, 2024, the derivative liability value of these notes was $341,078 and had a gain of $558,170 during the period.

Derivative liabilities – Warrants

Due to the tainted equity environment at July 26, 2022, the Company recognized derivative liability for existing warrants in the amount of $273,679. On December 31, 2023, a gain on derivative liabilities was recognized in the amount of $26,620 leaving a fair value at December 31, 2023 of $18,705 for warrants. On March 31, 2024, a gain on derivative liabilities was recognized in the amount of $6,706 leaving a fair value of $11,998 for warrants at March 31, 2024.

Derivative liabilities (fair value)

Beginning Balance	$	208,142
Change due to Issuances		899,248
Change due to Conversions		(11,298	)
Mark-to-market		(653,979	)
Ending Balance	$	442,113

Note 6: 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. Accrued interest to March 31, 2024 on these notes is $5,635.

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 $15,662 remains.

During 2021, a related party loaned the Company, on a short-term basis, $21,903. This amount was fully repaid in Q1, 2022. This related party will, from time to time, as necessary, lend the Company money on a short-term basis without charging interest. At December 31, 2022, the Company owed this party $10,081. This amount has been repaid during Q2 2023 and the balance owing as of March 31, 2024 is nil.

On January 8, 2024, to alleviate the payables burden on the Company, executives agreed to, and the Company issued three long-term promissory notes totaling $640,000. Each note is a two-year term, carrying an interest rate of 10% per annum. The notes can become convertible notes at a conversion rate of 70% of the 30-day Volume Weighted Average Priced ($0.001389 per share) if both the Company and the holder both agree. As of March 31, 2024, accrued interest for these notes is $14,378.

Note 7: 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 March 31, 2024, this accrued interest remains outstanding.

Note 8: Intellectual Property

As of the filing, the Company holds no intellectual property.

Note 9: Property and Equipment

Demonstration Equipment

The Company may have demonstration equipment to allow it to show a working version of its technology and equipment to customers and organizations in the future. Demonstration equipment is stated at cost less accumulated depreciation and any recognized impairment loss. Cost would include the original purchase price of the asset and any costs attributable to bringing the asset to its working condition for its intended useful life. Depreciation for the demonstration equipment would be at a rate estimated to write off the cost of the equipment less its estimated residual value by an equal annual amount over its expected useful life. The residual value and expected useful life of the demonstration equipment is reviewed and adjusted, if appropriate, at the end of each reporting period. The Company does not currently have any demonstration equipment.

Note 10: Common Stock

Common Stock

As at December 31, 2022, the Company had authorized 501,000,000 shares, of which 500,000,000 shares are Common Stock with a par value of $0.001 per share and 1,000,000 shares are Preferred Stock (see Note 17) with a par value of $0.001 per share.

At March 31, 2024, 499,682,113 common stock was issued and outstanding. The following table details the number of common stock issued:

Schedule of Common Stock

	Number of Stock
Balance, December 31, 2022		160,797,716
Conversion of convertible promissory notes		298,884,397
Common shares issued for acquisition		40,000,000
Balance, December 31, 2023		499,682,113

Balance, March 31, 2024		499,682,113

During 2023, the Company issued 298,884,397 shares upon conversions of convertible promissory notes (see Note 4 for details).

Note 11: Related Party Transactions

Outstanding compensation and expense reimbursements due to consultants engaged by the Company $688,049 (2023: $964,179).

Refer to other related party payables in Notes 5 and 6.

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. No changes to March 31, 2024.

Effective April 1, 2023, Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) and continues to hold a 40% interest.

On November 6, 2023, the Company issued 40,000,000 shares to RWI (a related party) 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 Rainmaker Worldwide Inc. (Ontario) (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. Distribution payments of this investment will be made in monthly payments of $10,000 commencing after 100% of Miranda’s shares have been paid for or after January 21, 2026, whichever comes later. It is possible that these distribution payments may come ahead of this schedule. As of March 31, 2024, $12,000 in distribution payments have been received leaving an investment balance of $388,000.

Note 12: Commitments and Contingencies

In the ordinary course of operating the Company’s business, it may, from time to time, be subject to various claims or possible claims. Management’s view that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future.

On April 27, 2018, the Company identified a judgement dated August 8, 2016, against six Defendants including a former subsidiary of the Company as well as a predecessor of the Company as currently named and constituted. The amount of the judgement including costs is $4,423,910. An appeal was filed on November 9, 2016, by the previous management. A decision on the appeal was rendered on June 22, 2018, and the original judgement was upheld. As a result, the Company has recorded a contingent liability of $4,423,910 as of March 31, 2024 (2023: $4,423,910). The Company, since its last report, has not been contacted by the Plaintiff.

Note 13: Inventory

Inventory is stated at the lower of cost or market. Cost is recorded at standard cost, which approximates actual cost, on the first-in first-out basis. The Company, at this time, holds no inventory but may in the future.

Note 14: Leases

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

There are no lease-related assets and liabilities recorded on the Company’s balance sheet and the Company has no lease expenses.

Note 15: Stock Options

In order to compensate members of the board and executives, the following stock options have been granted, vesting as described.

	●	Effective July 1, 2022, the Company granted 1,500,000 options as compensation to the newly filled position, VP Sales and 2,500,000 to the newly filled position, Executive VP Finance. 640,000 and 500,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and exercisable at $0.10 per Share.

	●	January 8, 2024, the Board of Directors granted 6,600,000 fully vested options to the Company’s CEO, with a term of 5 years and exercisable at $0.001389 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 in alignment with the executive management compensation. At the same time, the Board of Directors modified 13,200,000 fully vested shares allocated to executives, directors and former management to reflect the same exercisable price of $0.001389 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 quarter ended March 31, 2024, the Company recorded stock option expense of $23,934.

Schedule of Warrants and Options

Warrants and Options

Vested

Granted

Vested

Non-Vested

Dec 31, 2023

To March 31, 2024

28,200,000

6,600,000

34,800,000

●

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

Stock Price	$	0.0042-$0.2
Exercise Price	$	0.001389-$0.15
Number of Options Granted		34,800,000
Dividend Yield		0	%
Expected Volatility		116-355	%
Weighted Average Risk-Free Interest Rate		1.42	%
Term (in years)		5

Note 16: Income Taxes

The Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022, 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 March 31, 2024, the Company had federal net operating loss carry-forwards, which are available to offset future taxable income, of $5,795,486. 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.

	Quarter ended March 31,			Year ended December 31,
	2024			2023

Net Loss		(265,418	)		(1,229,753	)
Add back:
Stock Compensation		23,979			132,581
Amortization of Debt Discount		42,291			12,352
Taxable Income		(199,148	)		(643,487	)
Tax Rate		21	%		21	%
Deferred Tax Asset:
Net Operating (Gain) Loss		41,821			135,132
Valuation Allowance		(41,821	)		(135,132	)
Net Deferred Asset		-			-

Note 17: Discontinued Operations

Effective April 1, 2023, the Company came to an agreement to divest 60% of Rainmaker Worldwide Inc., the private Ontario based company (a shell with no significant assets or liabilities), leaving RAKR with a 40% ownership in this company. The resultant Financial Statements, in accordance with ASC 205-20-45-1E, reflect the impact of this restructuring of the Company. The restructuring was executed to facilitate the fully funded development of the North American market. This includes Rainmaker and Miranda products as per the Joint Development Agreement described herein (see Note 1 Nature of Operations under Ongoing Partnerships). The value as of March 31, 2024, of the Company’s 40% interest in Rainmaker Worldwide Inc. (Ontario) is nil.

Note 18: Mezzanine Equity

Effective June 29, 2022, the Company has authorized shares of 501,000,000, of which 500,000,000 shares are common stock (see Note 10) with a par value of $0.001 per share and 1,000,000 shares are preferred stock with a par value of $0.001 per share.

On May 23, 2023, a Certificate of Designation was executed designating 150,000 Preferred Stock as a new class of Preferred Stock designated Series A Preferred Stock. The total face value of this entire series is one hundred and fifty thousand dollars ($150,000). Each share of Series A Preferred Stock has a stated face value of $1.00 and is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.0006 per share when common stock becomes available for issuance. On January 16, 2024, the Company received $420,000 for the purchase of 420,000 preferred shares. The Series A Preferred Stock will be increased in the near future and these 420,000 preferred shares will be issued at that time under the same terms as those designated on May 23, 2023. Therefore, this amount has been recorded as Stock Payable-Preferred until that occurs.

The holder of Series A Preferred Stock has the following rights:

(a) 1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK:

Each share of Preferred Stock shall be entitled to a monthly fixed dividend of 1.5% of the original purchase price of such share (the “Monthly Dividend”), payable in cash or, at the option of the Company, in shares of Restricted Common Stock, as determined by the Board of Directors. The Monthly Dividend shall be calculated based on the original purchase price of the Preferred Stock and shall be paid on a monthly basis, with the first payment due one month following the Closing Date and continuing until the earlier of the redemption of the Preferred Stock or the conversion of such shares into shares of Common Stock;

The amount of the Monthly Dividend payable in shares of Restricted Common Stock shall be based on the volume-weighted average price (“VWAP”) of the Common Stock over the 30-day period ending on the last trading day of the month preceding the payment date. The number of shares of Restricted Common Stock to be issued in payment of the Monthly Dividend shall be determined by dividing the amount of the Monthly Dividend payable in shares of Restricted Common Stock by the VWAP; and

The Company may, in its sole discretion, elect to pay the Monthly Dividend in cash or in shares of Restricted Common Stock, subject to the provisions of this Agreement. If the Company elects to pay the Monthly Dividend in cash, it shall be paid on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date. If the Company elects to pay the Monthly Dividend in shares of Restricted Common Stock, such shares shall be issued on or before the fifteenth day of each calendar month, beginning with the month following the Closing Date, subject to the limitations set forth herein.

(b) APPROVAL ON COMMON AND PREFERRED SHARE DILUTION:

Each share of Preferred Stock shall be entitled to approval rights on any future dilution of the Common Stock or Preferred Stock of the Company, subject to the terms and conditions set forth herein. In connection with any proposed issuance of Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company, the Company shall provide written notice to the holders of Preferred Stock (the “Holders”) no less than ten (10) days prior to the proposed issuance, including the proposed terms of such issuance;

The Holders shall have the right to approve or reject the proposed issuance, such approval not to be unreasonably withheld and taking into consideration the financial situation of the Company at the time of the requested dilution. The Company shall not issue any Common Stock or Preferred Stock that would result in a dilution of the existing Common Stock or Preferred Stock of the Company without the approval of the Holders, except as provided herein. Nothing in this Section shall prohibit the Company from issuing any shares of common stock upon the exercise or conversion of currently outstanding securities;

If the Holders approve the proposed issuance, the Company shall use its best efforts to issue and deliver the Common Stock or Preferred Stock within ten (10) business days of such approval. If the Holders reject the proposed issuance, the Company may not issue any Common Stock or Preferred Stock on the proposed terms, unless and until the proposed terms are revised to the satisfaction of the Holders. Any proposed issuance that is not approved by the Holders shall be deemed a breach of this Agreement; and

The approval rights set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the Holders.

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;

The Company shall use its best efforts to carry out the rollback in accordance with the terms set forth in the notice. If the Company is unable to carry out the rollback as proposed, it shall promptly notify the holder(s) of Preferred Stock and negotiate with them in good faith to reach an agreement on the terms of the rollback; and

The right to authorize a rollback of common shares set forth herein shall terminate upon the earliest of (i) the conversion or redemption of all outstanding Preferred Stock, (ii) the occurrence of a Change of Control, or (iii) the written agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock.

In the event that the Company puts forth a proposal to effect a reverse stock split of the Company’s Common Stock, the holders of the Preferred Stock shall have the right to vote 50.1% of the amount of shares on such proposal.

(e) BUYBACK TRIGGER AND INVESTOR’S OPTION TO TAKE OWNERSHIP OF EQUITY

The Preferred Stock shall have a Buyback trigger based on the following conditions. The Preferred Stockholders have the right to do demand/receive cash if any of the following happen. To date, no such demands have been made:

1) RAKR is no longer SEC compliant;

2) RAKR is no longer publicly traded on an OTC exchange;

3) Any breach of the conditions (a-g);

4) On the 24-month anniversary of the subscription, or with an extension mutually agreed by RAKR and the holder(s) of Preferred Stock.

If any of the above triggers occur and RAKR fails to repurchase the Preferred Stock within 60 days of the occurrence of such trigger, the holder(s) of the Preferred Stock shall have the right to exercise an option to take ownership of the Ontario Rainmaker Worldwide Common Share equity owned by RAKR, subject to the following conditions:

i. The option to take ownership of the equity must be exercised within 60 days of the expiration of the repurchase period described above;

ii. The value of the equity to be transferred to the holder(s) of Preferred Stock shall be equal to the aggregate principal amount of the Preferred Stock outstanding at the time of exercise of the option; and

iii. The transfer of the equity shall be subject to any applicable laws and regulations, including without limitation any securities laws and regulations.

(f) RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK

The holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$600,000 worth of common stock of the Company at a price of US$0.0006 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.

As of May 26, 2023 the Company received $150,000 for 150,000 shares of Series A Preferred Stock. These shares were issued July 20, 2023.

As of March 31, 2024 and December 31, 2023, the Company had 150,000 shares of Series A Preferred Stock outstanding for each period and recorded as mezzanine at face value of $150,000 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

Note 19: Subsequent Events

No subsequent events.

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.

Overview

Rainmaker Worldwide Inc. (“RAKR”, the “Company”, “we”, “us” or “our”) is a Nevada corporation originally formed on February 27, 1998. The corporation became RAKR on July 3, 2017, in a reverse merger. We are currently developing projects in various locations around the globe using RAKR and partner technologies. We are implementing these projects using technology of Rainmaker Holland B.V. (“RHBV”) in which the Company has a 12% ownership stake. RAKR retains access to the technology based on a cost-plus formula.

Rainmaker Worldwide Inc. (Ontario) (“RWI”), an Ontario Corporation, was formed in Peterborough, Ontario, Canada on July 21, 2014, under the Ontario Business Corporations Act to finance and commercialize patented technology and to consolidate the assets, intellectual property, and executive management expertise of DRM. RAKR retains a 40% interest in RWI following an investment from financial partners to affect the acquisition of Miranda.

On July 3, 2017, RWI shareholders completed a share exchange with the Company (the “Merger”) pursuant to a share exchange agreement dated June 28, 2017 (the “Share Exchange Agreement”) among the Company, RWI and RWI’s 45 shareholders at the time. Upon completion of the Merger, and in accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired an aggregate of 9,029,562 common shares of stock in the capital of RWI from the RWI Shareholders (being all the issued and outstanding shares of RWI) in exchange for an aggregate of 66,818,759 restricted shares of the Company’s common stock, or 7.4 shares for each share of RWI. Therefore, RWI became a wholly owned subsidiary of the Company effective July 3, 2017. The Company’s former name, Gold and Silver Mining of Nevada, Inc. (“CJT”) was changed on April 24, 2017, in expectation of and conditional upon completion of the Merger. The Merger was accounted for as a reverse acquisition with RWI considered the accounting acquirer since the former RWI shareholders remained in control of the combined entity after the consummation of the transaction. As part of the Merger, net liabilities of $235,495 were recognized on the Company’s balance sheet. As a result of the Merger, the Company trades on the OTC: Pink under the symbol RAKR.

On July 15, 2020, Sphere 3D Corp. (NASDAQ: ANY) announced that it entered into a definitive merger agreement pursuant to which it would have acquired all the outstanding securities of Rainmaker Worldwide Inc. Upon closing, Sphere 3D’s name would have changed to Rainmaker Worldwide Inc., and its business model would have focused on Water-as-a-Service (“WaaS”). Rainmaker management would have assumed operational leadership of the combined entity. The agreement was ultimately terminated on February 12, 2021 and was subsequently announced publicly.

As a result of the incomplete Sphere 3D transaction, on March 31, 2021, the Company, including RWI, entered into a business agreement with RHBV, DRM and WWT. These companies were considered related parties on that date by virtue of stock ownership exceeding 10%. The parties agreed to an exchange of contractual obligations, debt owed, and shares of common stock in full settlement of all obligations among the parties. The resultant Financial Statements, in accordance with ASC 205-20-45-1E, reflect the impact of these exchanges to the Company. The Company and RHBV decided to restructure in order to optimize business operations and broaden access to the capital markets. The Company and RHBV, as mutual shareholders in each other’s company, continue to pursue the mission and objective of providing low-cost water to communities and commercial entities in need of water solutions. The Company retains a 12% ownership stake in RHBV.

The Company is headquartered in Peterborough, Ontario, Canada. The Company will utilize its two main types of energy-efficient, fresh water-producing/purification technologies: (1) Air-to-Water (“AW”), which harvests fresh water from humidity and heat in the atmosphere, and (2) Water-to-Water (“WW”), which transforms seawater or polluted water into drinking water. The technologies can be wind driven, solar based, or can use conventional power sources, such as grid or generator. It is deployable anywhere and leaves no carbon trace if renewable resources are deployed.

Miranda Acquisition

On January 22, 2024, RWI, a 40% subsidiary of RAKR, finalized the acquisition of Miranda. The first payment of one million USD together with 40 million RAKR common shares was paid to the shareholders of Miranda. This provides RWI with controlling interest of Miranda initially at 60% of Miranda common stock holdings. The remaining two million USD is to be paid no later than 2 years from the closing date of January 22^nd, 2024. Miranda is coming into 2024 after having a solid year of results in 2023 delivering projects in Iraq and Fiji among others. RWI and RAKR are actively marketing their solutions in Canada, US, Mexico, the Caribbean, Central America and South America. The expanded product portfolio will assist in market entry opportunities for Miranda and RAKR products alike, bringing revenue and value to all of the companies.

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 until the present time, and its operations for the past four years have been typically focused on business development, market research, technology research and development activities. The Company had total assets of $30,725, as of December 31, 2023. As of March 31, 2024, net assets were $418,930.

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 March 31, 2023 and March 31, 2024. The Company had net losses of $207,620 and $455,030 for the quarters ending March 31, 2024 and 2023, respectively. The losses in 2024 were reduced by 54% compared to the same period in 2023. The losses for the current quarter are driven by operating expenses including the costs associated with maintaining the Company’s listing and current filing status with the SEC, consulting expenses, stock option expenses, interest as well as derivative liabilities expenses. The Company has suffered recurring losses from operations, negative cash flows from operating activities and has limited resources or revenues to cover its operating costs. The Company’s auditor’s report for 2023 stated that there was substantial doubt about the Company’s ability to continue as a going concern.

On June 29, 2022, the Company held a Special Meeting of Stockholders that confirmed majority vote was achieved. Each share of the Company’s common stock was entitled to one vote per share. The matter voted upon and the results are set forth below. The Proposal presented: Increase in Authorized Shares and Establishment of Preferred shares. Stockholders approved an increase in the Company’s authorized common stock to 500,000,000 and the establishment of 1,000,000 preferred shares.

For		Against				Abstentions				Broker Non-Votes
78,263,619			1,051,137				305,787				0

Impact of COVID-19

On March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic. As a global corporation the economic effects within the Company’s environment were substantial and there are still lingering economic impacts globally. In global markets, disruptions in supply chains and increases in related costs have had a real impact on our ability to deliver projects.

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

Air-to-Water (AW) – Harvests fresh water from airborne humidity by using advanced heating and cooling technologies. Water-to-Water (WW) – Transforms contaminated water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable process. Through the acquisition of Miranda and RAKR’s own technology we have multiple options to purify wastewater.

The operating efficiency of these technologies allows us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives. We substantially out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same competitors. The compact and scalable systems for AW and WW enable decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport. AW and WW are both cost-effective technology solutions and can be powered by solar, wind, or grid electricity, or a combination of power sources. They can produce roughly 5,000 to 150,000 liters of water per unit, per day, depending on the local conditions and the type of unit deployed.

The acquisition of Miranda provides the Company with a full suite of water production and purifications systems that are distributed and available to communities who need them the most.

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. The market for distilled water supported in part by WW-based technology, which is essential to more specialized industrial or commercial activities, is expected to increase margins significantly.

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 partner. When applicable, the next step is to enter into JV structures, which maximize value to all stakeholder-parties. The Rainmaker delivery systems are to be installed by entering into contracts with local third-party experts that are typically Heating, Ventilation and Air Conditioning (“HVAC”) experts.

In addition, over the course of the past year, we have been developing partnerships with highly experienced developers of complementary technology. That gives RAKR the ability to have a more comprehensive product set when proposing solutions to communities, developers and commercial entities. The most significant agreement to date is with Miranda.

On January 22, 2024, RWI finalized the acquisition of Miranda (RAKR owns 40% of RWI). Miranda has been delivering systems for more than ten years across 40 countries globally. As a result, their global experience is invaluable to Rainmaker and Rainmaker shareholders.

Potential Improvements

Potential improvements and related applications that we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships with complementary technology and business development companies to expand our global reach and service offering.

Market Opportunity

In the past ten years, there has been a growing awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and underdeveloped communities. Entities ranging from Water.Org to the United Nations (access to safe drinking water represents #6 of the 17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and prospects for multilateral cooperation in the realms of global governance and public-private co-regulation. Common to these efforts is the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

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)

Moreover, at any moment, the atmosphere contains approximately 37.5 million billion gallons of water. This potential is not currently harvested by the means of private organizations or government institutions and thus presents a significant opportunity for AW technology to satisfy worldwide demand for water.

The World Health Organization estimates that 50 liters of water per day is required per individual to meet basic needs. It is estimated by the OECD that by 2030 nearly half of humanity will be living in a condition of severe water stress. Currently, according to UNICEF, 2.2 billion people around the globe lack safe drinking 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 $650 billion and is expected to expand to $1 trillion by 2025. (Source: RobecoSAM Study (2015, June). 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 RHBV. Should RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple technologies of different sizes and types. With the acquisition of Miranda, we now have complementary technology that we expect to deliver in 2024 to diversify the Rainmaker business model.

Competition

The Rainmaker business model that will deliver potable water at the source of demand is uniquely positioned to address alternative competitive models. We believe that competitive models, while relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per 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.

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

Intellectual Property

We have indirect access to intellectual property assets as a consequence of our partial ownership of and various partnerships with RHBV and Miranda. We believe that this allows us to maintain an edge in the competitive process from a technological and economic cost perspective.

Results of Operations for the Three Months ended March 31^st, 2024 and 2023

Revenue

Revenue was nil for each of the three months ended March 31^st, 2024, and March 31, 2023.

General and Administrative Expenses

General and administrative expenses primarily include consultant expenses and benefit costs and stock-based compensation expense for executive consultants, outside legal and professional services, marketing and advertising, and facilities costs. General and administrative expenses for the three months ended March 31, 2024 and March 31, 2023 were as follows:

	Three Months Ended March 31,				Increase (Decrease)
	2024		2023		$			%
General and administrative expense	$	97,460	$	181,769	$	(84,309	)		(46.4	)%

Stock-based compensation expense included in general and administrative expense	$	23,979	$	34,737	$	(10,758	)		(31.0	)%

General and administrative expenses, including stock-based compensation, for the three months ended March 31, 2024, decreased $84,309, or 46.4%, compared to the same period in 2023. This decrease relates to (1) an increase of $18,859 in general and administrative expenses, (2) a decrease in consulting expense of $92,250, (3) stock option expense decreased $10,758, and (4) marketing, advertising and promotion expense decreased by approximately $159. Excluding stock-based compensation, general and administrative expenses decreased $10,758.

Liquidity and Capital Resources

Management’s Plans

While we are similar to other development stage companies, we have now pursued and executed a strategy whereby we have a full suite of products that can deliver distributed water solutions globally. To date, our products have yet to generate significant revenue. As a result, we have historically suffered recurring losses and we do not have the required cash resources to fully execute our business plans.

Historically, the Company’s major sources of cash have comprised proceeds from various private offerings of its securities (including common stock) and debt financing. From 2015 through to the fiscal year end date December 31, 2023, the Company raised approximately $8.2 million in gross proceeds from various private offerings of our common stock and convertible debt. These funds were raised during various stages of the company and allowed us first to develop a commercially ready product and as soon as logistics and supply chains allow, deliver these products into identified projects and begin to generate revenue. The Company has sustained losses from operations in each fiscal year since our inception, and we expect losses to continue for the indefinite future. As of March 31, 2024 and December 31, 2023, the Company had an accumulated deficit of approximately $74 million and stockholders’ equity of approximately $(10.9) and $(11.1) million, respectively. As of March 31, 2024, the Company had approximately $236 in cash.

The Company recognizes and is addressing the need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will become profitable and generate positive operating cash flow.

Off-Balance Sheet Arrangements

As of March 31, 2024, 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 material impact in 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.

Recently Issued Accounting Standards Not Yet Effective or Adopted

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. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method and reviewed and calculated the impact on the outstanding financial instruments as of this adoption date concluding there was no impact.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2022, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our Chief Executive Officer and Acting Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2024 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2024, based on those criteria. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

	1.	As of March 31, 2024, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls. Accordingly, management has determined that this control deficiency constitutes a material weakness.

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

	3.	During the 2023 audit, it was necessary to record adjusting journal entries. Management has determined that the effects of the corrected misstatements are material, both individually and in aggregate, to the financial statements as a whole. The corrected misstatements or the matters underlying them could potentially cause future period financial statements to be materially misstated, even though, in the judgment of our auditor previously, such corrected misstatements are material to the financial statements under audit.

		Professional standards define an audit adjustment as a proposed correction of the financial statements that, in the judgment of our auditor previously, may not have been detected except through the auditing procedures. An audit adjustment may or may not indicate matters that could have a significant effect on the Company’s financial reporting process (that is, cause future financial statements to be materially misstated). In the judgment of our auditor previously, the adjustments proposed indicate matters that could have a significant effect on the Company’s financial reporting process.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management, including our CEO and EVP Finance, do not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not currently in any legal proceedings.

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 2023 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 9, 2023, a convertible promissory note dated June 28, 2022 in the amount of $64,250 was partially converted. $15,000 principal was converted into 5,769,231 shares leaving a principal balance owing of $49,250.

On January 26, 2023, a convertible promissory note dated July 26, 2022 in the amount of $35,00 was partially converted. $12,000 principal and $595.07 accrued interest was converted into 3,229,505 shares leaving a principal balance owing of $23,000.

On February 2, 2023, the Company issued shares upon a partial conversion of the June 28, 2023 convertible promissory note. $15,000 principal was converted into 7,500,000 shares leaving a principal balance owing of $34,250.

On February 3, 2023, the Company issued shares upon partial conversion of the July 26, 2022 convertible promissory note. $8,000 principal plus accrued interest of $416.44 was converted into 4,316,123 shares leaving a principal balance of $15,000.

On February 7, 2023, the Company issued shares upon partial conversion of the June 28, 2022 convertible promissory note. $16,250 principal was converted into 9,027,778 shares leaving a principal balance of $18,000.

On February 8, 2023, the Company issued shares upon a partial conversion of the July 26, 2023 convertible promissory note. $8,000 principal and $427.40 accrued interest was converted into 4,986,627 shares leaving a principal balance of $7,000.

On February 13, 2023, the Company issued shares upon partial conversion of the June 28, 2022 convertible promissory note. $15,600 principal was converted into 9,750,000 shares leaving a principal balance of $2,400.

On February 14, 2023, the Company issued shares upon a partial conversion of the July 26, 2022 convertible promissory note. This final partial conversion was in the amount of $7,000 principal plus $383.56 accrued interest and was converted into 5,384,615 shares. This note is now fully converted.

On February 21, 2023, the Company issued shares upon a partial conversion of the June 28, 2022 convertible promissory note. This final partial conversion was in the amount of $2,400 principal plus $3212.50 accrued interest and was converted into 3,507,813 shares. This note is now fully converted.

On March 15, 2023, the Company issued shares upon partial conversion of a convertible promissory note dated September 12, 2022 in the amount of $49,250. $15,000 principal was converted into 9,375,000 shares leaving a principal balance of $34,250.

On March 20, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated September 12, 2022. $12,200 principal was converted into 11,090,909 shares leaving a principal balance of $22,050.

On March 27, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated September 12, 2022. $10,600 principal was converted into 11,648,352 shares leaving a principal balance of $11,450.

On April 24, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated September 12, 2022. $10,400 principal was converted into 12,235,294 shares leaving a principal balance of $1,050.

On May 22, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated September 12, 2022. $1,050 and accrued interest of $3,512.50 principal was converted into 5,403,846 shares. This note is now fully converted.

On May 25, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated October 25, 2022. $8,500 principal was converted into 13,076,923 shares leaving a principal balance of $35,750.

On June 5, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated October 25, 2022. $8,100 principal was converted into 13,728,814 shares leaving a principal balance of $27,650.

On June 9, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated October 25, 2022. $8,550 principal was converted into 14,491,525 shares leaving a principal balance of $19,100.

On June 14, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated October 25, 2022. $7,900 principal was converted into 15,192,307 shares leaving a principal balance of $11,200.

On June 16, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated October 25, 2022. $7,900 principal was converted into 15,192,307 shares leaving a principal balance of $3,300.

On June 20, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated October 25, 2022. $3,300 principal and accrued interest of $2212.50 was converted into 10,600,962. This note is now fully converted.

On September 5, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated February 21, 2023. $10,150 principal was converted into 17,203,389 shares leaving a principal balance of $34,100.

On September 12, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated February 21, 2023. $9,400 principal was converted into 18,076,923 shares leaving a principal balance of $24,700.

On September 21, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated February 21, 2023. $8,740 principal was converted into 19,000,000 shares leaving a principal balance of $15,960.

On September 26, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated February 21, 2023. $7,760 principal was converted into 19,897,436 shares leaving a principal balance of $8,200.

On September 27, 2023, the Company issued shares upon partial conversion of the convertible promissory note dated February 21, 2023. $8,180 principal was converted into 20,974,359 shares leaving a principal balance of $20.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable to smaller companies.

Item 5. Other Information

None

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.

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: May 20, 2024	By:	/s/ Michael O’Connor
		Michael O’Connor
		President, Chief Executive Officer and Interim
		Chief Financial Officer

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Michael O’Connor, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Rainmaker Worldwide Inc. for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	As the registrant’s certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: May 20, 2024

	/s/ Michael O’Connor
	Michael O’Connor
	Chief Executive Officer and
	Acting Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18. U.S.C. 7350

(SECTION 302 OF THE SARBANES OXLEY ACT OF 2002)

I, Michael O’Connor, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024 of Rainmaker Worldwide Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant has disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 20, 2024

By:	/s/ Michael O’Connor
Name:	Michael O’Connor
Title:	President, Chief Executive Officer and Interim
	Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rainmaker Worldwide Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael O’Connor, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	Date: May 20, 2024

	/s/ Michael O’Connor
	Michael O’Connor
	Chief Executive Officer and
	Acting Chief Financial Officer
	(Principal Executive Officer and Acting Principal Financial and Accounting Officer)

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rainmaker Worldwide Inc., a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Financial Officer, hereby certifies pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 that, to the undersigned’s knowledge:

(1) the Report of the Company filed today fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

May 20, 2024	By:	/s/ Michael O’Connor
	Name:	Michael O’Connor
	Title:	President, Chief Executive Officer and Interim
		Chief Financial Officer

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56311
Entity Registrant Name	RAINMAKER WORLDWIDE INC.
Entity Central Index Key	0001872292
Entity Tax Identification Number	82-4346844
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	271 Brock Street
Entity Address, City or Town	Peterborough
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	K9H 2P8
City Area Code	(877)
Local Phone Number	334-3820
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		499,682,113

Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 236	$ 131
Other receivables	5,694	5,594
Prepaid expenses	25,000	25,000
Total Current Assets	30,930	30,725
Long Term Assets
Total Long-Term Assets	330,246
Total Assets	361,176	30,725
Current Liabilities
Accounts payable	175,147	172,515
Accrued liabilities	123,165	195,147
Customer deposits	112,500	112,500
Contingent liability	4,423,910	4,423,910
Notes payable - related parties	73,516	73,516
Derivative liabilities	442,113	208,142
Total Current Liabilities	10,304,633	10,828,041
Long Term Liabilities
Total Long Term Liabilities	640,000
Total Liabilities	10,944,633	10,828,041
Mezzanine Equity
Preferred stock - $0.001 par value; stated value $1.00; 1,000,000 authorized shares: Series A; 150,000 issued and outstanding at March 31, 2024 and at December 31, 2023	150,000	150,000
Preferred Stock Payable	420,000
Total Mezzanine Equity	570,000	150,000
Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 500,000,000 authorized shares; 499,682,113 outstanding at March 31, 2024 and December 31, 2023	499,682	499,682
Additional paid-in capital	62,676,696	62,641,419
Stock receivable		(24,000)
Accumulated deficit	(74,329,835)	(74,064,417)
Total Stockholders’ Equity (Deficit)	(11,153,457)	(10,947,316)
Total Liabilities and Stockholders’ Equity (Deficit)	361,176	30,725
Related Party [Member]
Long Term Assets
Equity Investment	330,246
Current Liabilities
Related party payables	688,049	1,607,896
Convertible notes payable- net of discount	33,331
Long Term Liabilities
Long term notes payable – related parties	640,000
Nonrelated Party [Member]
Current Liabilities
Convertible notes payable- net of discount	$ 4,232,902	$ 4,034,415

Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, shares par or stated value	$ 0.001	$ 0.001
Temporaray equity, par or stated value	$ 1.00	$ 1.00
Temporary equity, shares authorized	1,000,000	1,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares outstanding	499,682,113	499,682,113
Series A Preferred Stock [Member]
Temporary equity, shares outstanding	150,000	150,000
Temporary equity, shares issued	150,000	150,000
Nonrelated Party [Member]
Convertible notes payable discount	$ 0	$ 8,960
Related Party [Member]
Convertible notes payable discount	$ 293,502	$ 0

Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue
Expenses
General and administrative expense	97,460	181,769
Total Expenses	97,460	181,769
Loss from Operations	(97,460)	(181,769)
Other income (expense)
Income (loss) from equity method investment	(57,754)
Interest expense	(149,477)	(88,156)
Amortization of debt discount	(42,291)	(107,947)
Initial Derivative Expense	(572,415)
Change in derivative liabilities expense	653,979	(64,003)
Total other income (expense)	(167,958)	(260,106)
Loss from continuing operations	(265,418)	(441,875)
Discontinued operations:
Loss from operations of discontinued operations		(13,155)
Total discontinued operations		(13,155)
Net income (loss)	$ (265,418)	$ (455,030)
Net loss per share:
Net loss per share - Basic	$ (0.0005)	$ (0.002)
Net loss per share - Diluted	$ (0.0005)	$ (0.002)
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding - Basic	499,682,113	196,460,597
Weighted average number of common shares outstanding - Diluted	499,682,113	196,460,597

Statement of Stockholders' Equity (deficit) (Unaudited) - USD ($)	Temporary Equity [Member] Series A Preferred Stock [Member]	Temporary Equity Additional Paid In Capital [Member]	Mezzanine Equity Stock Payable Preferred [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Receivable [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022				$ 160,798	$ 62,000,842		$ (72,834,664)	$ 372,649	$ (10,300,375)
Balance, shares at Dec. 31, 2022				160,797,716
Conversion of convertible promissory notes				$ 85,586	168,203				253,789
Conversion of convertible promissory notes, shares				85,585,983
Stock-based compensation					34,737				34,737
Foreign currency translation								(13,155)	(13,155)
Net gain (loss) for the period							(441,875)		(441,875)
Balance at Mar. 31, 2023				$ 246,384	62,203,782		(73,276,539)	359,494	(10,466,879)
Balance, shares at Mar. 31, 2023				246,383,699
Balance at Dec. 31, 2022				$ 160,798	62,000,842		(72,834,664)	372,649	$ (10,300,375)
Balance, shares at Dec. 31, 2022				160,797,716
Conversion of convertible promissory notes, shares									298,884,397
Balance at Dec. 31, 2023	$ 150	149,850		$ 499,682	62,641,419	(24,000)	(74,064,417)		$ (10,947,316)
Balance, shares at Dec. 31, 2023	150,000			499,682,113
Stock-based compensation					23,979				23,979
Net gain (loss) for the period							(265,418)		(265,418)
Settlement of derviative liability					11,298				11,298
Stock payable-Preferred			420,000
Receipt of funds owed						24,000			24,000
Balance at Mar. 31, 2024	$ 150	$ 149,850	$ 420,000	$ 499,682	$ 62,676,696		$ (74,329,835)		$ (11,153,457)
Balance, shares at Mar. 31, 2024	150,000			499,682,113

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (265,418)	$ (441,875)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Stock-based compensation	23,979	34,737
Change in fair value of derivative liabilities	(653,979)	64,003
Initial derivative expense	572,415
Discount amortization	42,291	107,947
Income/loss from equity method investment	57,754
Change in operating assets and liabilities:
Accounts receivable	(100)	234
Prepaid expenses		(2,457)
Accounts payable, related party payables and accrued liabilities	178,288	204,872
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(44,770)	(32,539)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in equity affiliate	(400,000)
Distributions from investment in equity affiliate	12,000
CASH USED FOR INVESTING ACTIVITIES	(388,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock-Preferred stock	420,000
Proceeds from convertible notes		40,000
Repayment on convertible promissory note	(11,125)
Stock issued for cash	24,000
CASH PROVIDED BY FINANCING ACTIVITIES	432,875	40,000
Effect on Foreign Currency Exchange		(13,155)
NET INCREASE (DECREASE) IN CASH	105	(5,694)
CASH AT BEGINNING OF YEAR	131	7,130	$ 7,130
CASH AT PERIOD END	236	1,436	$ 131
NON-CASH TRANSACTIONS
Conversion of AP to convertible notes payable	326,833
Conversion of AP to LT notes payable	640,000
Shares issued for conversion		253,789
Initial Derivative Liability/Discount	326,833	38,787
Amendment to convertible note	200,652
Settlement of derivative liability	$ 11,298

Nature of Operations and Going Concern

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Going Concern

Note 1: Nature of Operations and Going Concern

Nature of Operations

Company History

Ongoing Partnerships

Going Concern

Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

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”).

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

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

Debt Issue Costs and Debt Discount

Demonstration Equipment

Revenue Recognition

Revenues recognized at March 31, 2024 and March 31, 2023 are nil in both cases.

Related Party Transactions

Share-based Payment Expense

Financial Liabilities and Equity Instruments

Marketing, Advertising and Promotional Costs

Use of Estimates

Loss per Share

Income Taxes

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.

Inventory

Financial Instruments

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 3 - Significant unobservable inputs that cannot be corroborated by market data.

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

Customer Deposits

Equity Investment

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity Investment

Note 3 – Equity Investment

RAINMAKER WORLDWIDE INC. (ONTARIO)(RWI)

The acquisition of 60% of Miranda was completed January 22, 2024.

Schedule of Equity Investment

					March 31, 2024		December 31, 2023
					Carrying Value as of
	Location	Percentage Ownership			March 31, 2024		December 31, 2023
Rainmaker Worldwide Inc.	Ontario, Canada		40	%
Initial investment cost					$	400,000	-
Less: Distributions						12,000
Less: Share of net loss						57,754
Carrying value					$	330,246	-

Schedule of Financial Statement

	2024		2023
	Quarter Ended March 31,
	2024		2023
Statements of operations:
Operating revenue	$	73,225		-
Operating expenses		217,611		-
Net loss	$	144,386		-

	March 31, 2024			December 31, 2023
Balance sheets:
Current assets	$	496,644			-
Long-term assets		24,462			-
Current liabilities		(317,585	)		-
Long-term liabilities		(1,000,535	)		-
Net assets	$	(797,014	)		-

Convertible Notes Payable

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Convertible Notes Payable

Note 4: Convertible Notes Payable

The Convertible Notes Payable are defined below.

Derivative Liabilities

3 Months Ended

Mar. 31, 2024

Derivative Liabilities

Derivative Liabilities

Note 5: Derivative Liabilities

Derivative liabilities – Convertible Notes

Derivative liabilities – Warrants

Derivative liabilities (fair value)

Beginning Balance	$	208,142
Change due to Issuances		899,248
Change due to Conversions		(11,298	)
Mark-to-market		(653,979	)
Ending Balance	$	442,113

Notes Payable, Related Parties

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Notes Payable, Related Parties

Note 6: 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. Accrued interest to March 31, 2024 on these notes is $5,635.

Other Loans Payable

3 Months Ended

Mar. 31, 2024

Other Loans Payable

Other Loans Payable

Note 7: Other Loans Payable

Intellectual Property

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intellectual Property

Note 8: Intellectual Property

As of the filing, the Company holds no intellectual property.

Property and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 9: Property and Equipment

Demonstration Equipment

Common Stock

3 Months Ended

Mar. 31, 2024

Common Stock

Common Stock

Note 10: Common Stock

Common Stock

At March 31, 2024, 499,682,113 common stock was issued and outstanding. The following table details the number of common stock issued:

Schedule of Common Stock

	Number of Stock
Balance, December 31, 2022		160,797,716
Conversion of convertible promissory notes		298,884,397
Common shares issued for acquisition		40,000,000
Balance, December 31, 2023		499,682,113

Balance, March 31, 2024		499,682,113

During 2023, the Company issued 298,884,397 shares upon conversions of convertible promissory notes (see Note 4 for details).

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 11: Related Party Transactions

Outstanding compensation and expense reimbursements due to consultants engaged by the Company $688,049 (2023: $964,179).

Refer to other related party payables in Notes 5 and 6.

Effective April 1, 2023, Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) and continues to hold a 40% interest.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12: Commitments and Contingencies

Inventory

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventory

Note 13: Inventory

Leases

3 Months Ended

Mar. 31, 2024

Leases

Leases

Note 14: Leases

There are no lease-related assets and liabilities recorded on the Company’s balance sheet and the Company has no lease expenses.

Stock Options

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock Options

Note 15: Stock Options

In order to compensate members of the board and executives, the following stock options have been granted, vesting as described.

	●	Effective July 1, 2022, the Company granted 1,500,000 options as compensation to the newly filled position, VP Sales and 2,500,000 to the newly filled position, Executive VP Finance. 640,000 and 500,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and exercisable at $0.10 per Share.

	●	January 8, 2024, the Board of Directors granted 6,600,000 fully vested options to the Company’s CEO, with a term of 5 years and exercisable at $0.001389 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 in alignment with the executive management compensation. At the same time, the Board of Directors modified 13,200,000 fully vested shares allocated to executives, directors and former management to reflect the same exercisable price of $0.001389 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 quarter ended March 31, 2024, the Company recorded stock option expense of $23,934.

Schedule of Warrants and Options

Warrants and Options

Vested

Granted

Vested

Non-Vested

Dec 31, 2023

To March 31, 2024

28,200,000

6,600,000

34,800,000

●

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

Stock Price	$	0.0042-$0.2
Exercise Price	$	0.001389-$0.15
Number of Options Granted		34,800,000
Dividend Yield		0	%
Expected Volatility		116-355	%
Weighted Average Risk-Free Interest Rate		1.42	%
Term (in years)		5

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 16: Income Taxes

	Quarter ended March 31,			Year ended December 31,
	2024			2023

Net Loss		(265,418	)		(1,229,753	)
Add back:
Stock Compensation		23,979			132,581
Amortization of Debt Discount		42,291			12,352
Taxable Income		(199,148	)		(643,487	)
Tax Rate		21	%		21	%
Deferred Tax Asset:
Net Operating (Gain) Loss		41,821			135,132
Valuation Allowance		(41,821	)		(135,132	)
Net Deferred Asset		-			-

Discontinued Operations

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 17: Discontinued Operations

Mezzanine Equity

3 Months Ended

Mar. 31, 2024

Disclosure Mezzanine Equity Abstract

Mezzanine Equity

Note 18: Mezzanine Equity

The holder of Series A Preferred Stock has the following rights:

(a) 1.5% MONTHLY FIXED DIVIDEND ON RESTRICTED COMMON STOCK:

(b) APPROVAL ON COMMON AND PREFERRED SHARE DILUTION:

(d) RIGHT TO AUTHORIZE A ROLLBACK OF COMMON SHARES

(e) BUYBACK TRIGGER AND INVESTOR’S OPTION TO TAKE OWNERSHIP OF EQUITY

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.

i. The option to take ownership of the equity must be exercised within 60 days of the expiration of the repurchase period described above;

iii. The transfer of the equity shall be subject to any applicable laws and regulations, including without limitation any securities laws and regulations.

(f) RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK

The 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.

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.

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.

As of May 26, 2023 the Company received $150,000 for 150,000 shares of Series A Preferred Stock. These shares were issued July 20, 2023.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 19: Subsequent Events

No subsequent events.

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Preparation

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”).

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

Foreign Currency Translation

Foreign Currency Translation

The reporting currency of the Company is the United States dollar.

Intangible Assets

Intangible Assets

No Intangible Assets.

Property and Equipment

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

Derivative Financial Instruments

Debt Issue Costs and Debt Discount

Debt Issue Costs and Debt Discount

Demonstration Equipment

Demonstration Equipment

Revenue Recognition

Revenue Recognition

Revenues recognized at March 31, 2024 and March 31, 2023 are nil in both cases.

Related Party Transactions

Related Party Transactions

Share-based Payment Expense

Share-based Payment Expense

Financial Liabilities and Equity Instruments

Financial Liabilities and Equity Instruments

Marketing, Advertising and Promotional Costs

Marketing, Advertising and Promotional Costs

Use of Estimates

Use of Estimates

Loss per Share

Loss per Share

Income Taxes

Income Taxes

Equity-Settled Transactions

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.

Inventory

Inventory

Financial Instruments

Financial Instruments

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 3 - Significant unobservable inputs that cannot be corroborated by market data.

Customer Concentration

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

Cash and Cash Equivalents

Customer Deposits

Customer Deposits

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

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

Equity Investment (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Equity Investment

					March 31, 2024		December 31, 2023
					Carrying Value as of
	Location	Percentage Ownership			March 31, 2024		December 31, 2023
Rainmaker Worldwide Inc.	Ontario, Canada		40	%
Initial investment cost					$	400,000	-
Less: Distributions						12,000
Less: Share of net loss						57,754
Carrying value					$	330,246	-

Schedule of Financial Statement

	2024		2023
	Quarter Ended March 31,
	2024		2023
Statements of operations:
Operating revenue	$	73,225		-
Operating expenses		217,611		-
Net loss	$	144,386		-

	March 31, 2024			December 31, 2023
Balance sheets:
Current assets	$	496,644			-
Long-term assets		24,462			-
Current liabilities		(317,585	)		-
Long-term liabilities		(1,000,535	)		-
Net assets	$	(797,014	)		-

Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Liabilities

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		(653,979	)
Ending Balance	$	442,113

Common Stock (Tables)

3 Months Ended

Mar. 31, 2024

Common Stock

Schedule of Common Stock

	Number of Stock
Balance, December 31, 2022		160,797,716
Conversion of convertible promissory notes		298,884,397
Common shares issued for acquisition		40,000,000
Balance, December 31, 2023		499,682,113

Balance, March 31, 2024		499,682,113

Stock Options (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Warrants and Options

Warrants and Options

Vested

Granted

Vested

Non-Vested

Dec 31, 2023

To March 31, 2024

28,200,000

6,600,000

34,800,000

Schedule of Share-Based Payment Award Stock Options Valuation Assumptions

●

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

Stock Price	$	0.0042-$0.2
Exercise Price	$	0.001389-$0.15
Number of Options Granted		34,800,000
Dividend Yield		0	%
Expected Volatility		116-355	%
Weighted Average Risk-Free Interest Rate		1.42	%
Term (in years)		5

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

	Quarter ended March 31,			Year ended December 31,
	2024			2023

Net Loss		(265,418	)		(1,229,753	)
Add back:
Stock Compensation		23,979			132,581
Amortization of Debt Discount		42,291			12,352
Taxable Income		(199,148	)		(643,487	)
Tax Rate		21	%		21	%
Deferred Tax Asset:
Net Operating (Gain) Loss		41,821			135,132
Valuation Allowance		(41,821	)		(135,132	)
Net Deferred Asset		-			-

Nature of Operations and Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Apr. 01, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net liabilities	$ 10,944,633	$ 10,828,041
Accumulated deficit	$ 74,329,835	$ 74,064,417
Parent Company [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Date of incorporation	Jul. 21, 2014
Shares acquired	9,029,562
Restricted shares exchanged	66,818,759
Number of shares issued	7.4
Net liabilities	$ 235,495
Rainmaker Holland BV [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership percentage			60.00%
Rainmaker Holland BV [Member] \| Minimum [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership percentage			40.00%
Rainmaker Worldwide Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership percentage	40.00%
Rainmaker Holland BV [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership interest after disposal	12.00%

Schedule of Estimated Useful Lives of Property and Equipment (Details)	Mar. 31, 2024
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Leasehold Improvements [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Demonstration Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Intellectual Property [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	14 years
Computer Software, Intangible Asset [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

Significant Accounting Policies (Details Narrative)	3 Months Ended
Significant Accounting Policies (Details Narrative)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 CAD ($)
Accounting Policies [Abstract]
Revenue recognized
Earnings per share, description	The Company has options, debentures and other potentially dilutive instruments extending to the latest date of January 8, 2029
Cash balance FDIC insured amount			$ 100,000
Customer deposits percentage	50.00%

Schedule of Equity Investment (Details) - USD ($)	3 Months Ended		12 Months Ended
Schedule of Equity Investment (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Initial investment cost	$ 400,000
Less: Distributions	12,000
Less: Share of net loss	57,754
Rainmaker Worldwide Inc. [Member]
Initial investment cost	400,000
Less: Distributions	12,000
Less: Share of net loss	57,754
Carrying value	$ 330,246
Rainmaker Worldwide Inc. [Member]
Percentage of ownership	40.00%

Schedule of Financial Statement (Details) - USD ($)	3 Months Ended
Schedule of Financial Statement (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Equity [Abstract]
Operating revenue	$ 73,225
Operating expenses	217,611
Net loss	144,386
Current assets	496,644
Long-term assets	24,462
Current liabilities	(317,585)
Long-term liabilities	(1,000,535)
Net assets	$ (797,014)

Equity Investment (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
Equity Investment (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Apr. 01, 2023
Net loss	$ (265,418)	$ (455,030)	$ (1,229,753)
Less: Share of net loss	57,754
Rainmaker Worldwide Inc. [Member]
Invested	400,000
Net loss	144,386
Net loss
Less: Share of net loss	$ 57,754
Rainmaker Holland BV [Member]
Ownership percentage				60.00%
Rainmaker Holland BV [Member] \| Minimum [Member]
Ownership percentage				40.00%

Convertible Notes Payable (Details Narrative) - USD ($)												3 Months Ended				12 Months Ended
Convertible Notes Payable (Details Narrative) - USD ($)	Mar. 14, 2024	Sep. 14, 2023	May 08, 2023	Feb. 21, 2023	Oct. 25, 2022	Sep. 12, 2022	Jul. 26, 2022	Jun. 28, 2022	Oct. 01, 2020	Sep. 14, 2020	Sep. 14, 2020	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Mar. 31, 2024	Jan. 08, 2024	Jun. 20, 2023	May 22, 2023	Feb. 13, 2023	Aug. 04, 2020	Jul. 03, 2017
Short-Term Debt [Line Items]
Principal balance remaining																	$ 14,311						$ 8,200
Senior Secured Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt principal amount	$ 4,224,702	$ 4,024,050.82							$ 1,100,000	$ 3,105,896.72	$ 3,105,896.72											$ 150,000
Debt interest rate										10.00%
Debt instrument description											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
Debt instrument variable rate										15.00%
Proceeds from debt									$ 1,850,000
Accrued interest	$ 200,651	$ 918,154.10
Derivative fair value																	74,724
Convertible Promissory Note One [Member]
Short-Term Debt [Line Items]
Debt principal amount								$ 64,250							$ 64,250
Debt interest rate								10.00%
Debt instrument description								maturity date of one year (June 28, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date
Accrued interest															$ 3,212.50
Conversion price								0.65
Debt conversion															35,554,822
Debt instrument original issue discount				$ 4,250
Convertible Promissory Note Two [Member]
Short-Term Debt [Line Items]
Debt principal amount							$ 35,000								$ 35,000
Debt interest rate							10.00%
Debt instrument description							maturity date of one year (July 26, 2023) and has the option to convert into shares of Common Stock any time following the date of the Note and ending on the maturity date
Accrued interest															$ 1,822.47
Conversion price							0.65
Debt instrument original issue discount																					$ 2,500
Debt conversion of stock, shares converted															17,916,870
Convertible Promissory Note Three [Member]
Short-Term Debt [Line Items]
Debt principal amount						$ 49,250									$ 11,450
Debt interest rate						10.00%
Debt instrument description						maturity date of one year (September 12, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date
Conversion price						0.65
Debt conversion														17,639,140
Debt instrument original issue discount																				$ 4,250
Debt conversion of stock, shares converted													95,152,107		32,114,261
Debt instrument maturity date						Sep. 12, 2023
Debt conversion of stock, amount converted															$ 37,800
Debt Instrument, Increase (Decrease), Net													$ 44,230
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt principal amount					$ 44,250													$ 326,883
Debt interest rate					10.00%
Debt instrument description					maturity date of one year (October 25, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date.
Conversion price					0.65
Convertible Promissory Note Four [Member]
Short-Term Debt [Line Items]
Debt conversion														82,282,838
Debt instrument original issue discount																			$ 4,250
Debt instrument maturity date					Oct. 25, 2023
Convertible Promissory Note Five [Member]
Short-Term Debt [Line Items]
Debt principal amount				$ 44,250								$ 20				$ 20
Debt interest rate				10.00%
Debt instrument description				maturity date of one year (February 21, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date
Conversion price				0.65
Debt conversion												5,724,359
Debt instrument original issue discount													$ 4,250
Debt instrument maturity date				Feb. 21, 2024
Accrued interest												$ 2,213				2,213
Convertible Promissory Note Six [Member]
Short-Term Debt [Line Items]
Principal balance remaining												11,125				11,125	3,675
Debt principal amount			$ 21,000									$ 9,875				$ 9,875
Debt interest rate			12.00%
Debt instrument description			maturity date of one year (May 8, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date of the Note and ending on the maturity date
Conversion price			0.61
Debt instrument original issue discount																	$ 5,000
Debt conversion of stock, shares converted																12,500,000
Debt instrument maturity date			May 08, 2024

Schedule of Derivative Liabilities and Fair Value (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Derivative Liabilities
Derivative liabilities, beginning balance	$ 208,142
Change due to Issuances	899,248
Change due to Conversions	(11,298)
Market-to-market	(653,979)
Derivative liabilities, ending balance	$ 442,113

Derivative Liabilities (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
Derivative Liabilities (Details Narrative) - USD ($)	Jan. 08, 2024	Jul. 26, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 25, 2022	Jul. 03, 2017
Short-Term Debt [Line Items]
Derivative liabilities - warrants			$ 442,113		$ 208,142
Debt discount
Interest expense of amortization debt discount			1,755
Embedded derivative liabilities expense			2,320
Increase (decrease) in derivative liabilities			11,298
Debt instrument, carrying amount			14,311				$ 8,200
Initial debt discount			42,291	$ 107,947
Derivative liabilities Fair value			91,421
Warrant [Member]
Short-Term Debt [Line Items]
Derivative liabilities - warrants		$ 273,679
Gain on derivative liabilities			6,706		26,620
Fair value of warrants			11,998		18,705
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Derivative liabilities - warrants			341,078
Debt instrument, face amount	$ 326,883					$ 44,250
Initial debt discount			326,883
Loss on initial derivative			572,415
Maturity term	2 years
Interest rate	10.00%
Conversion price	$ 0.001389
Volume weighted average price percentage	70.00%
Accrued interest			7,344
Derivative liability			889,248
Gain on derivative liabilities			558,170
Derivative Financial Instruments, Liabilities [Member]
Short-Term Debt [Line Items]
Derivative liabilities - warrants			89,035
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Derivative liabilities - warrants					$ 8,977
Convertible Debt [Member]
Short-Term Debt [Line Items]
Derivative liabilities - warrants		524,330
Debt instrument, carrying amount		8,200
Debt instrument, face amount		3,105,896.72
Initial debt discount		397,542
Loss on initial derivative		$ 126,888

Notes Payable, Related Parties (Details Narrative) - USD ($)			12 Months Ended
	Jan. 08, 2024	Nov. 06, 2016	Dec. 31, 2017	Mar. 31, 2024	Dec. 31, 2022	Dec. 31, 2021
Executive Management Team [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 312,000	$ 60,000
Debt instrument interest rate			4.00%
Accrued interest				15,662
Notes Payable Related Parties [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 13,516
Debt instrument interest rate		5.00%
Accrued interest				5,635
Notes Payable Related Parties [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Due to related parties					$ 10,081	$ 21,903
Long Term Promissory Notes [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 640,000
Accrued interest				$ 14,378
Maturity term	2 years
Interest rate	10.00%
Volume weighted average price percentage	70.00%
Exercise price	$ 0.001389

Other Loans Payable (Details Narrative) - Short-term Loan Agreement [Member] - USD ($)		3 Months Ended
	Feb. 02, 2021	Jun. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from debt	$ 50,000
Debt instrument, interest rate	5.00%
Debt instrument maturity date, description	By mutual agreement, the note was extended for an additional term of six months and therefore would expire August 2, 2023
Accrued interest		$ 6,694
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, interest rate	5.00%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, interest rate	12.00%

Schedule of Common Stock (Details) - shares	3 Months Ended	12 Months Ended
Schedule of Common Stock (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
Conversion of convertible promissory notes		298,884,397
Common Stock [Member]
Balance, shares	499,682,113	160,797,716
Conversion of convertible promissory notes		298,884,397
Common shares issued for acquisition		40,000,000
Balance, shares	499,682,113	499,682,113

Common Stock (Details Narrative) - $ / shares	12 Months Ended
Common Stock (Details Narrative) - $ / shares	Dec. 31, 2023	Mar. 31, 2024	Dec. 31, 2022	Jun. 29, 2022
Common Stock
Common stock shares authorized			501,000,000	501,000,000
Common stock shares authorized	500,000,000	500,000,000	500,000,000	500,000,000
Common stock par value	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Preferred stock shares authorized			1,000,000	1,000,000
Preferred stock par value	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common stock, shares issued		499,682,113
Common stock, shares outstanding	499,682,113	499,682,113
Conversion of convertible promissory note	298,884,397

Related Party Transactions (Details Narrative) - USD ($)						3 Months Ended
	Jan. 16, 2024	Nov. 06, 2023	Apr. 01, 2023	Jul. 07, 2022	Jun. 21, 2022	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Divested interest description			Effective April 1, 2023, Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) and continues to hold a 40% interest
Stock based compensation						$ 23,979		$ 34,737
Miranda [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage	100.00%
Rainmaker World wide [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount	$ 400,000
Invested amount	600,000
Debt instrument, periodic payment	$ 10,000
Proceeds from loan						12,000
Promissory note						388,000
Consultants [Member]
Related Party Transaction [Line Items]
Due to related party						688,049			$ 964,179
Rainmaker Holland B V [Member]
Related Party Transaction [Line Items]
Debt interest rate					8.00%
Loans to related parties				$ 5,000
Related Party [Member]
Related Party Transaction [Line Items]
Due to related party						$ 688,049			$ 1,607,896
Number of shares issued, shares		40,000,000
Number of shares issued, value		$ 48,000
Shares issued for acquisitions		$ 24,000
Stock based compensation							$ 24,000

Commitments and Contingencies (Details Narrative) - USD ($)	Apr. 27, 2018	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies awarded value	$ 4,423,910
Contingent liability		$ 4,423,910	$ 4,423,910

Schedule of Warrants and Options (Details)	3 Months Ended
Schedule of Warrants and Options (Details)	Mar. 31, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and Options, Granted	34,800,000
Warrants and Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and Options, Vested, Beginning Balance	28,200,000
Warrants and Options, Granted	6,600,000
Warrants and Options, Vested, Ending Balance	34,800,000
Warrants and Options, Non-vested	0

Schedule of Share-Based Payment Award Stock Options Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted \| shares	34,800,000
Dividend yield	0.00%
Expected volatility, minimum	116.00%
Expected volatility, maximum	355.00%
Weighted average risk-free interest rate minimum	1.42%
Term (in years)	5 years
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 0.0042
Exercise price	0.001389
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	0.2
Exercise price	$ 0.15

Stock Options (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
Stock Options (Details Narrative) - USD ($)	Jan. 08, 2024	Jul. 01, 2022	Mar. 31, 2024	Dec. 31, 2023
Option granted			34,800,000
Stock option expense			$ 23,934	$ 108,581
VP Sales [Member]
Option granted		1,500,000
Options, vested, number of shares		640,000
Executive VP Finance [Member]
Option granted		2,500,000
Options, vested, number of shares		500,000
VP Sales and Executive VP Finance [Member]
Option term		5 years
Options exercisable exercise price		$ 0.10
Board Of Directors [Member]
Options, vested, number of shares	6,600,000
Options, vested and exercisable, contractual term	5 years
Exercise price	$ 0.001389
Volume weighted average price percentage	70.00%
Executives Directors and Former Management [Member]
Options, vested, number of shares	13,200,000
Exercise price	$ 0.001389

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net Loss	$ (265,418)	$ (455,030)	$ (1,229,753)
Stock Compensation	23,979		132,581
Amortization of Debt Discount	42,291		12,352
Taxable Income	$ (199,148)		$ (643,487)
Tax Rate	21.00%		21.00%
Net Operating (Gain) Loss	$ 41,821		$ 135,132
Valuation Allowance	(41,821)		(135,132)
Net Deferred Asset

Income Taxes (Details Narrative)	3 Months Ended
Income Taxes (Details Narrative)	Mar. 31, 2024 USD ($)
Income Tax Disclosure [Abstract]
Federal net operating loss carryforwards	$ 5,795,486
Tax credit carryforward, limitations on use	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.

Discontinued Operations (Details Narrative) - Rainmaker Worldwide Inc. [Member]		3 Months Ended
	Apr. 01, 2023	Mar. 31, 2024
Divest percentage	60.00%
Percentage of retain ownership	40.00%	40.00%

Mezzanine Equity (Details Narrative) - USD ($)				3 Months Ended
Mezzanine Equity (Details Narrative) - USD ($)	Jan. 16, 2024	May 26, 2023	May 23, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 29, 2022
Common stock shares authorized							501,000,000	501,000,000
Common stock shares authorized				500,000,000		500,000,000	500,000,000	500,000,000
Common stock par value				$ 0.001		$ 0.001	$ 0.001	$ 0.001
Preferred stock shares authorized							1,000,000	1,000,000
Preferred stock par value				0.001		0.001	$ 0.001	$ 0.001
Temporary equity, par or stated value per share				$ 1.00		$ 1.00
Proceeds from issuance of preferred stock				$ 420,000
[custom:TemporaryEquityExcludingAdditionalPaidInCapital-0]				150,000		$ 150,000
Series A Preferred Stock [Member]
Preferred stock shares authorized			150,000
Number of shares issued, value		$ 150,000	$ 150,000	$ 600,000
Temporary equity, par or stated value per share			$ 1.00
Share price			$ 0.0006	$ 0.0006
Proceeds from issuance of preferred stock	$ 420,000
Number of shares issued, shares	420,000	150,000
Monthly fixed dividend percentage				1.50%
Preferred stock voting rights percentage				50.10%
Discount to market price percentage				50.00%
Temporary Equity, Shares Outstanding				150,000		150,000
[custom:TemporaryEquityExcludingAdditionalPaidInCapital-0]				$ 150,000