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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF
 THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023.

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF
 THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from [—Date—] to [—Date—]

 Commission
File Number: 000-56311

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.)

 Brock Street, Peterborough, Ontario Canada

 K9H
 2P8

 (Address
 of principal executive offices)

 (Zip
 Code)

 (877) 334-3820

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Name
 of each exchange on which registered

 Securities
registered pursuant to Section 12(g) of the Act:

 Common
Stock, $0.001 par value per share

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files).

 Yes
 No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting 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
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 As
of June 30, 2023, the aggregate market value of the voting common equity held by non-affiliates was approximately $ 470,663 based on the
closing bid price and asked price of $0.0014 of the registrant's common stock on the OTC: Pink.

 The
registrant had 499,682,113 shares of common stock, par value $0.001 per share, outstanding as of March 22, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING-STATEMENTS

 This
annual report on Form 10-K ("Form 10-K") 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-K and include statements regarding our intentions, beliefs, projections, outlook,
analyses or current expectations concerning, among other things, our ongoing and planned discovery and development of drug candidates,
the strength and breadth of our intellectual property, our ongoing and planned preclinical studies and clinical trials, the timing of
and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates, the degree of clinical
utility of our product candidates, particularly in specific patient populations, expectations regarding clinical trial data, 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 these, we cannot assure you that the forward-looking
statements in this Form 10-K will prove to be accurate. Although we believe that we have a reasonable basis for each forward-looking
statement contained in this Form 10-K, 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-K. 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-K, 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 candidates 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-K 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-K except as required by the federal securities laws.

 This
Form 10-K 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.

 Table
 of Contents

 Form
 10-K Index

 Page
 No.

 Item
 1.

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

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

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 PART
I

 Item
 1.

 Background

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.

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 Dutch Rainmaker B.V. ("DRM"). On March 31, 2023, the Company sold a 60% interest in
RWI leaving the Company, with a 40% interest going forward. RWI in turn finalized the purchase of a 60% interest Miranda Environmental
and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc.("Miranda").
The remaining 40% of the Miranda shares will be acquired over a maximum two-year period. RWI is now focused on business development activities
in North, South and Central America along with the Caribbean. We are implementing projects going forward using proprietary technology
of Rainmaker Holland B.V. ("RHBV"). The Company now owns 12% ownership interest in RHBV.

 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 of 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. 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 transaction was subject to completion of an equity financing, or series of
financings, for a minimum of US$15 million at a share price to be mutually agreed prior to closing and such other customary regulatory
and shareholder approvals, including the approval of NASDAQ. Closing was originally expected to occur prior to December 31, 2020, but
was subject to extension to February 28, 2021, under certain circumstances if mutually agreed by the parties. As part of this process,
Sphere 3D agreed to advance US$1.85 million to Rainmaker by way of a secured convertible note for Rainmaker to sustain multiple growth
initiatives. The funds were used to fulfill recent contracts and expand its equipment production capacity. This note remains payable
and is presented in RAKR's financial statements. Due to various transactional and regulatory complications 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 Wind en Water Technologie Holding B.V. ("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 retains a 12% ownership stake in RHBV. RAKR retains access to the technology based
on a cost-plus formula.

 The
Company utilizes 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 the
full range of wastewater to contaminated water using a combination of the Company's technologies with the now broadened product
portfolio thanks to the acquisition of Miranda.

 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 $43,038, as of December 31, 2022. As of December 31, 2023, net assets were $30,725.

 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 $78,912 in revenue for the year ending December 31, 2023 and
no revenue for the year ending December 31, 2022 and had net losses of $1,218,908 and $1,837,611 for the years ended December 31, 2023
and 2022, respectively. The losses in 2023 have been reduced by 34% compared to 2022. The 2023 losses are driven by operating expenses,
the first important component being the cost associated with maintaining the Company's listing and current filing status with the
SEC. The second component is consulting expenses including stock option expenses which incorporate derivative liabilities for warrants,
the majority of which remains on the balance sheet as related party payables. 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.

 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 for the
Company were substantial and there are still lingering economic impacts globally.

 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 Company's 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 environmentally sustainable processes.

 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 use 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.

 Cost

 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.

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 installed by our team and serviced
by entering into contracts with local third-party experts that are trained in the technology.

 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 was with Miranda. The Miranda distribution agreements formed in 2023
have now been formalized with the acquisition of Miranda in January of 2024.

 RAKR
and Miranda's combined technologies are part of the Company's long-term technological integration strategy. 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.

 Regulatory

 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.

 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 treat 70% of wastewater, low-income countries treat
only 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 very large. In 2015, the annual global water market for all purposes and uses
was $650 billion and it 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 Company's technologies to be deployed will either be RHBV or Miranda. Should
RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple alternative sources of technologies.
The Company now has access to an impressive suite of water purification technologies by virtue of its acquisition of Miranda.

 We
also have suppliers of complementary technology that we expect to be delivering in 2023 to diversify the Rainmaker business model. Complementary
and supplemental technology (i.e., bottling, pre-post wastewater treatment, mineralization solutions, and renewable energy) – suppliers
are global, abundant, and highly competitive so as to ensure the lowest cost per liter.

 The
Company and RWI will continue to seek relationships with other technologies in the market that are complementary to our collective offering.

 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. RWI, RAKR's 40% owned subsidiary, will begin to seek Subsidies and Incentives as it is now majority
Canadian shareholder owned. One example is First Nations in Canada where there is an ongoing and desperate shortage of safe drinkable
and general-purpose water.

 Over
time, RAKR will seek international subsidies and incentives through its deployment of technology in underserved countries and particular
communities within countries.

 Intellectual
Property

 We
have indirect access to considerable 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 a competitive edge.

 Company
Executive and Consulting Resources

 The
direct Executives of RAKR are represented by Michael O'Connor, Director, Executive Chairman and CEO and Kelly White, EVP of Finance.
These resources are sourced through consulting agreements.

 We
have an extended sales force through our distribution partners. Currently we have distribution partners with global reach.

 Legal
services have been provided by Sichenzia Ross Ference LLP since November 2017.

 M&K
CPAS PLLC has served as the Company's auditor since 2020.

 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.

 Risks
Related to our Business

 RAKR
has a limited commercial operating history, which makes the evaluation of its future business prospects difficult.

 The
Company has recently commercialized its business to deploy its technologies using AW and WW and partner products and services. Consequently,
the Company has limited operating history and an unproven marketing and sales strategy. Our primary activities to date have been the
research and development of intellectual property and technology assets and identifying prospective global clients that management believes
would operationalize our technologies. As such, we may not be able to achieve positive cash flows and our lack of operating history makes
evaluation of our future business and investment prospects difficult. The Company's success is dependent upon the successful development
and implementation of suitable water projects and establishing its water production technology capabilities in a variety of complex environmental
crises worldwide. Any future success that we might achieve will depend upon various factors, including factors beyond our control that
cannot be predicted at this time. These factors may include but are not limited to:

 weather
 conditions in the areas we serve;

 the
 economies of the countries in which we conduct business;

 our
 relationships with the governments, water utility, and/or companies we serve;

 water
 regulatory matters of the countries in which we conduct business;

 our
 ability to successfully enter new markets;

 changes
 in or increased levels of competition in the water sector; and

 the
 market price of and the uses for water in an international landscape.

 Our
independent registered public accounting firm has issued an unqualified opinion on our financial statements with a "going concern"
paragraph.

 Our
independent registered public accounting firm's opinion on our Fiscal 2023 financial statements has a "going concern"
explanatory paragraph. Such an opinion may make parties reluctant to extend trade credit to us or raise capital and thereby make it more
difficult for us to conduct our business operations. In addition, such an opinion from the independent registered public accounting firm
may also make third parties reluctant to do business with us or to invest funds in our company, thereby raising difficulties for us in
the conduct of our business.

 Relatively
new to commercialization, the Company is unable to predict future revenues which makes an evaluation of its business speculative.

 Because
of the Company's current business focus, lack of operating history, early-stage marketing strategy, its ability to accurately forecast
revenues is difficult. Future variables to the Company's strategy are related to the market for water itself; the price of water
in international markets; and the creation and maintenance of a significant and reliable customer base. To the extent we are unsuccessful
in establishing our business strategy and generating revenues, we may be unable to appropriately adjust spending in a timely manner to
compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue-generating
activities, either of which could have a material adverse effect in our business, results of operations, and overall financial condition.

 RAKR
expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses,
which could delay or prevent RAKR from achieving profitability.

 As
our business grows and expands, RAKR expects to have substantial planned expenses in order to facilitate and maintain strategic distribution
channels and key relationships. We expect our cost of revenues, business development, marketing, sales, operational, general, and administrative
expenses to continue to increase. If revenues do not increase to correspond with these increased expenses or if outside capital is not
secured, there may be a material adverse effect on our business, cash flow, and overall financial condition.

 If
the Company fails to raise additional external capital to fund its business growth and project development, the Company's business
could fail. We anticipate the need for significant amounts of financial capital to meet the needs of the Company. The Company will attempt
to raise such funds through the future issuance of stock or debt instruments in the capital markets. However, there is no assurance that
we will be successful in raising sufficient additional capital, and there can be no assurance that external financing will be available
to us. If adequate funds are unavailable or unavailable on acceptable terms, our ability to fund the Company's marketing and sales
efforts, global projects, potential expenditures in relation to strategic opportunities, and possible corporate responses to existing
or unexpected competitive pressures would be significantly limited. Such limitation could have a material adverse effect on our business
and overall financial condition.

 Raising
funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate
certain rights to the rights of new investors or creditors.

 We
expect to raise additional funds by engaging in equity and/or debt financing transactions if capital providers supply the desired amount
of financial capital on the basis of terms we believe reasonable to provide for working capital needs, finance the acquisition of capital
assets, and carry out business development efforts in the best interest of existing shareholders. Any sales of additional equity and/or
convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial.
Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled
to various preferential rights over the holders of our Common Stock, including repayment of their investment, and possibly additional
amounts, before any payments could be made to holders of our Common Stock in connection with an acquisition of the Company. Incurring
additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights
and the value of our Common Stock and would have to be repaid from future cash flow before there would be any return to investors. On
June 29, 2022 the Company increased its authorized capital to 500,000,000 and established one million preferred shares of which 150,000
have been issued.

 Our
business will depend on certain key RAKR personnel and suppliers, the loss of which would adversely affect our chances of financial success.

 The
Company's success depends to a significant extent upon the continued service of its senior management, key executives and consultants.
We do not have "key person" life insurance policies on any of our officers or other employees. The loss of the services of
any key members of senior management, and other key personnel, or our inability to retain high quality subcontractors and/or suppliers
would have a material adverse effect on our business and operating results.

 Management
may be unable to implement our Business Strategy.

 The
Company's business strategy is to commercialize our technologies that management believes may have significant humanitarian and
commercial application, thereby affecting corporate value for the benefit of equity holders. The Company's business strategy includes
developing a global marketing and sales network, and there is no assurance that we will be able to successfully identify and/or develop
commercial partners for our products. In addition, even if we identify and/or develop commercial partners, distributors, and/or JVs,
the time and cost of developing these relationships or otherwise obtaining local permits and guidelines, may exceed our expectations,
or, when developed, the amount of water available may fall significantly short of expectations, which may provide a lower return on investment
or a loss to the Company.

 We
have a limited customer base and network of distribution partners.

 During
the past year we have entered into various discussions with international partners, distributors, and agents that are prepared to deploy
our technologies. Nonetheless, we have not yet established a significant customer base. While we believe our projects will have a significant
impact on global water markets, and, as a result, reflect positively on the Company's performance, an inability to attract customers
and/or an incapacity to deliver our projects in a timely and cost-effective manner would have an adverse effect on our potential revenues
from and growth of our business.

 Water
is a highly regulated industry.

 Water
is subject to extensive regulation by country, state and municipal regulatory authorities. Federal and state statutes regulate quality
standards, safety, handling procedures, and other environmental protection controls as well as the rights of end users. We will strive
to verify that our water quality will comply with all known safety and environmental standards and regulations applicable to such countries
in which we are conducting business. We have extensive in-house knowledge of World Health Organization water quality standards, and we
will seek local partners who we believe are operating in best-efforts compliance with all safety and environmental standards and regulations
applicable to delivering water to the end consumers. However, there can be no assurance that our compliance efforts could be challenged
or that future changes in federal, state and/or municipal laws, regulations or interpretations thereof will not have a material adverse
effect on our ability to establish and sustain operations or adversely affect the operations of our partners.

 The
technology we decide to deploy may require certifications before being deployed in certain global territories.

 The
technology we use to deploy may require certain certifications before being implemented in certain international territories. For example,
in the case of the United States our deployed technology must be certified by the United States Environmental Protection Agency, under
the Safe Drinking Water Act ("SDWA") to meet certain standards in order to be certified for use in large government projects.
While the technology expected to be deployed by the Company is certified in certain territories, there is no assurance as to if and/or
when such certifications will be obtained in new territories we are expecting to enter and sell into. Supplemental technologies –
bottling, mineralization and pre-post treatment — will be chosen only if they have already been certified.

 We
are exposed to risks in connection with legal liability claims associated with water quality in the event that the water delivered results
in injury or damage.

 If
a consumer of our produced or purified water was ill affected from a health perspective by the water quality the Company could be exposed
to legal liability. The Company in all cases will use every tool necessary and practically available to limit any such risk.

 We
face competition in our market space.

 The
competition in AW and WW technology is limited. Until recently, smaller remote on-site solutions have not been cost-competitive compared
to alternatives, but that has changed. At the present time, we are aware of other companies that produce AW and/or WW technologies. To
the extent that future technological advance in the market results in pricing pressures, and the possibility that that will affect the
Company's ability to increase its market share, we may face an adverse effect on our business, operating results, and overall financial
condition. At such time, the Company will consider its technological options accordingly.

 We
will incur increased costs and may have difficulty attracting and retaining qualified directors and executive officers as a result of
becoming a public company.

 RAKR
has become a public "reporting company" with the US Securities and Exchange Commission ("SEC"). As a public reporting
company, we will incur significant legal, accounting, reporting and other expenses not generally applicable to a private company. We
also will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002
as well as other rules implemented by the SEC. We expect these rules and regulations to increase our legal and financial compliance costs
and to make some activities more time-consuming and costly. We also expect these rules and regulations to make it more difficult and
more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and
coverage. As a result, we may experience difficulty attracting and retaining qualified individuals to serve on our board of directors
or as executive officers.

 A
significant number of the Company's outstanding shares remain with resale restrictions however we have 392,559,425 (78.6%) shares
in the public float.

 The
shares of the Company's common stock issued in the 2017 were issued and designated as "restricted" or "control"
shares as defined in Rule 144 under the Securities Act and are subject to resale restrictions. Consequently, these shares were not able
to be freely sold at the time unless registered under the Securities Act of 1933 or sold pursuant to an available exemption under Rule
144. As of March 22, 2024, approximately 392,559,425 shares of the Company's common stock, held by non-affiliate stockholders are
eligible for resale pursuant to Rule 144 without resale restrictions. This represents approximately 78.6% of the total issued and outstanding
shares of stock. While this remains a risk factor the number of shareholders and the percent of tradeable shares suggest a functioning
market for the Company's shares.

 Cybersecurity
Risks

 While
many companies face real threats of cybersecurity, the Company does not rely heavily on IT infrastructure to conduct its day-to-day business.
From time to time, the Company's limited IT systems are upgraded with the necessary security protocols recommended by the Company's
IT consultant. We do not rely heavily on IT systems to store sensitive information that would have an adverse effect on the Company's
business.

 Inadequate
market liquidity may make it difficult to sell our stock.

 There
is currently a public market for our common stock with volumes that have been variable over time, and we can give no assurance that there
will always be a market with substantial liquidity, nor can we give assurance that the market for our stock will develop sufficiently
to create significant market liquidity and/or stable market prices in the future. A stockholder may find it difficult or impossible to
sell shares of our common stock on the public market because of the limited number of potential buyers at any time and/or because of
fluctuations in our market price. In addition, the shares of our common stock are not eligible as a margin security, and lending institutions
may not accept our common stock as collateral for a loan.

 We
do not anticipate paying any dividends in the foreseeable future, which may reduce the return on your investment in our common stock.

 To
date, the Company has not paid any cash dividends on its common stock and does not anticipate paying any such dividends in the foreseeable
future. Payment of future dividends will depend on earnings and our capital requirements and our debt facilities and other factors considered
appropriate by our Executive Officers and Directors. There is no assurance that we will, at any time, generate sufficient profits or
surplus cash that would be available for distribution as a dividend to the holders of our common stock. Our current plans are to use
any profits that we may generate to fund our ongoing marketing, sales, and operations. Therefore, any return on your investment would
be derived from an increase in the price of our stock, which may or may not occur.

 There
is an active but variable trading market for our common stock making our stock vulnerable to significant price and volume fluctuations.

 There
is currently an active trading market for our common stock, which is quoted and traded on the OTC: Pink. The OTC is not a listing service
or exchange but is instead a dealer quotation service for subscribing members. Consequently, the market for our common stock will depend
to a certain extent on the number of market makers trading in our stock. The market price of our common stock may be significantly affected
by factors such as actual or anticipated fluctuations in our operating results, the activities of our market makers, general market conditions,
and other factors. In addition, stock markets have from time-to-time experienced significant price and volume fluctuations that have
particularly affected the market prices of the shares of development stage companies such as Rainmaker, which may adversely affect the
market price of our common stock in a material manner. Rainmaker is no exception and has recently experienced very high volumes and the
adverse negative effects of aggressive short sellers in the market for RAKR common stock.

 In
addition, the financial markets have experienced price and volume fluctuations from time to time in the recent past. The market prices
of securities in the water industry have been relatively stable compared to other sectors. The sale or attempted sale of a large amount
of common stock into the market may also have a significant impact on the trading price of our common stock. Many of these factors are
beyond our control and may decrease the market price of our common stock, regardless of our operating performance.

 Item
 1B.

 Unresolved
 Staff Comments

 Not
applicable to smaller companies.

 Item 1C.

 Cybersecurity

 Risk
Management and Strategy

 The
Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated
into the Company's overall risk management systems, as overseen by the Company's board of directors, primarily through its
audit committee. These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of
third-party service providers. The Company conducts security assessments of certain third-party providers before engagement and has established
monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties.
The Company has a third-party consultant who, from time to time, evaluates any potential cybersecurity risks on the Company's
behalf.

 Governance

 Board
of Directors

 The
audit committee of the Company's board of directors, with the input of management, oversees the Company's internal
controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit
committee is informed of material risks from cybersecurity threats by the Company's Chief Executive Officer and interim Chief Financial
Officer and, given the size of the Company, its IT consultant. In the event that there were ever suspicions of cybersecurity risks,
updates on such risks, including material risks and threats, would be provided to the Company's audit committee and the
Company's board of directors as required. Given the limited nature of the Company's IT infrastructure, in the conduct of
its business, there have not been any cybersecurity issues.

 Management

 Under
the oversight of the audit committee of the Company's board of directors, and as directed by the Company's Chief Executive
Officer who, from time to time, engages the Company's IT consultant to review the security of its IT structure is primarily responsible
for the assessment and management of material cybersecurity risks. The IT consultant has more than 20 years of experience and is fully
capable of dealing with any potential cybersecurity risks.

 The
audit committee of the Company's board of directors, with the assistance of the Company's interim Chief Financial
Officer, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and
procedures related to the public disclosure of material cybersecurity matters.

 As
of the date of this report, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely
to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required
to be reported in this report. For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk
factors in Item 1A. Risk Factors in this report.

 Item
 2.

 Properties

 The
Company has access to its corporate offices at 271 Brock Street, Peterborough, Ontario Canada K9H 2P8 and its main corporate telephone
number is (877) 334-3820. In the previous four years we have operated from home offices and continue to do so and will use the Corporate
Offices on an as needed basis.

 Item
 3.

 Legal
 Proceedings

 We
know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding
or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

 Item
 4.

 Mine
 Safety Disclosures

 Not
applicable to smaller companies.

 PART
II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 (a)

 Market

 Our
common stock is quoted on the OTC: Pink under the symbol "RAKR". The high and low bid prices of our common stock for the
periods indicated below are as follows:

 Quarter Ended

 High*

 Low*

 December 31, 2023

 $
 0.0027

 $
 0.0020

 September 30, 2023

 $
 0.0009

 $
 0.0007

 June 30, 2023

 $
 0.0018

 $
 0.0014

 March 31, 2023

 $
 0.0016

 $
 0.0013

 December 31, 2022

 $
 0.0070

 $
 0.0035

 September 30, 2022

 $
 0.0099

 $
 0.0090

 June 30, 2022

 $
 0.031

 $
 0.024

 March 31, 2022

 $
 0.0204

 $
 0.0171

 *Source: yahoo!finance Historical Data

 Quotations
reflect interdealer prices, without retail mark up, markdown or commissions and may not represent actual transactions.

 (b)

 Holders

 The
number of holders of record of RAKR common stock at the time of filing was approximately 4,153. Many of our shares of common stock are
held by brokers and other institutions on behalf of stockholders, so we are unable to estimate the number of stockholders represented
by the record holders.

 The
transfer agent for RAKR common stock is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300 Las Vegas, NV 89119.

 (c)

 Dividends

 The
Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It
is the present intention of management to utilize all available funds for the development of the business.

 (d)

 Securities
 Authorized for Issuance Under Equity Compensation Plans

 On
January 21, 2020, the Company entered into a three-year consulting agreement with a company controlled by its new CEO. The contract included
3,600,000 warrants with an exercise price of $0.20 vesting in equal amounts commencing the effective date of the contract. On December
31, 2020, this contract was terminated. The warrants vested immediately, and the exercise price was amended to $0.10. As well, the Company
granted an additional 500,000 warrants which vested immediately at an exercise price is $0.10. All expire December 31, 2025. As of January
8, 2024, these warrants have been repriced at $0.001389.

 On
January 22, 2020, the Company entered into a three-year consulting agreement with a third party for consulting and business development
services. The contract included warrants of which 25,000,000 remain in effect exercisable at $0.20 and expired January 21, 2023.

 On
October 1, 2020, the Company entered into a consulting agreement with an Advisor which granted warrants in full compensation for services.
It included 13,500,000 warrants at an exercise price of $0.30 now expired as of October 1, 2023. A further 15,000,000 warrants were issued
at an exercise price of $0.15 expiring October 1, 2025.

 On
April 1, 2021, the Company granted 4,100,000 options as part of an amendment to an Executive Consultant's contract; 125,000 options
vest per month commencing April 1, 2021 with a term of 5 years and exercisable at a price of $0.10 per Share. As of January 8, 2024,
these options have been repriced at $0.001389.

 On
December 21, 2021, the Company granted 500,000 options to each of the two new Directors; for each, 100,000 options vested immediately
and the balance vests over the remaining term of their appointment; each with a term of 5 years and exercisable at $0.10 per share or
with a 20% discount to market based on a 30-day VWAP if it falls below $0.10, not to go below $0.07. These options are fully vested as
of December 31, 2023. As of January 8, 2024, these options have been repriced at $0.001389.

 On
July 1, 2022, the Company granted 1,500,000 options to new VP Sales with an exercise price of $0.10 and a 5-year term with 640,000 vesting
immediately and the balance equally vesting over one year. At the same time, the Company granted 2,500,000 options to an executive with
an exercise price of $0.10 and a 5-year term with 500,000 vesting immediately and the balance vesting equally over one year. As of January
8, 2024, these options have been repriced at $0.001389.

 Item
 6.

 Selected
 Financial Data

 Not
applicable.

 Item
 7.

 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-K 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-K, and in conjunction with management's discussion and analysis and the audited financial statements
included in our Form 10-12GA. 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

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 proprietary
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.

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 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 their 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 $43,038, as of December 31, 2022. As of December 31, 2023, net assets were $30,725.

 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 $78,912 in revenue for the year ending December 31, 2023 and
no revenue for the year ending December 31, 2022 and had net losses of $1,218,908 and $1,837,611 for the years ended December 31, 2023
and 2022, respectively. The losses in 2023 have been reduced by 34% compared to 2022. The 2023 losses are driven by operating expenses,
the first important component being the cost associated with maintaining the Company's listing and current filing status with the
SEC. The second component is consulting expenses including stock option expenses which incorporate derivative liabilities for warrants,
the majority of which remains on the balance sheet as related party payables. 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

 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,
our 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.

 Cost

 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

 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.

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. In 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 considerable 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 Years ended December 31, 2023 and 2022

 Revenue

 Revenue
was $78,912 and $0 for the years ended December 31, 2023 and December 31, 2022, respectively.

 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 years ended December 31, 2023 and December 31, 2022 were as follows (in thousands):

 Years Ended
 December 31,

 Increase
 (Decrease)

 2023

 2022

 $

 %

 General and administrative expense

 $

 $
 1,514

 $
 (891
)

 (58.9
)%

 Stock-based compensation expense included in general and administrative expense

 $

 $

 $
 (277
)

 (67.6
)%

 General
and administrative expenses, including stock-based compensation, for the year ended December 31, 2023 decreased $890,724, compared to
the same period in 2022. This decrease primarily relates to (1) a decrease of $493,133 in general and administrative expenses, (2) stock-based
compensation decreased $277,590, (3) consulting expense reduced by $83,417, and (4) marketing and advertising decreased by $48,811. These
decreases were offset minimally by an increase in travel. Excluding stock-based compensation, general and administrative expenses decreased
$613,134.

 Liquidity
and Capital Resources

 Management's
Plans

 Similar
to other development stage companies, 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 financings. 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 December 31, 2023 and December 31, 2022,
the Company had an accumulated deficit of approximately $74 million and $73 million, respectively, and stockholders' equity of
approximately $(10.9) and $(10.3) million, respectively. As of December 31, 2023, the Company had approximately $131 in cash.

 The
Company recognizes 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 December 31, 2023, 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 to our condensed 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
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Not
applicable.

 Item
 8.

 Financial
 Statements and Supplementary Data

 The
information required by this Item 8 is incorporated by reference to our financial statements and the related notes and the report of
our independent registered public accounting firm beginning on page F-1 of this report.

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
 9A.

 Controls
 and Procedures

 Evaluation
of Disclosure Controls and Procedures

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

 Management's
Report on Internal Control over Financial Reporting

 We
are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule
13a-15. With the participation of our Chief Executive Officer and Acting Chief Financial Officer, our management conducted an evaluation
of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation,
management concluded that our internal control over financial reporting was not effective as of December 31, 2023, based on those criteria.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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

 1.

 As
 of December 31, 2023, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or
 management review controls. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 2.

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

 Changes
in Internal Control over Financial Reporting

 During
the quarter ended December 31, 2023, there were no changes in our internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

 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.

 Item
 9B.

 Other

 On
December 21, 2021, the Board of Directors (the "Board") of Rainmaker Worldwide Inc., a Nevada corporation (the "Company"),
appointed James Ross and Dr. Mamdouh Shoukri to serve on the Company's Board. This information is consistent with the 8-K filing
from December 28, 2021. Mr. Ross has held senior management positions in Renewable and Technology companies. During this period, he has
invested in, developed, financed, divested and acquired numerous energy projects in hydro, biomass, wind, co gen, fuel cell and gas firming.
He has also been actively involved and invested in numerous technology companies, including Telecommunications, Renewable, Information
Technology, Blockchain and GIS companies. He has been a Director and Financial Manager of both public and private companies. Mr. Ross
has also served as the President of JSR Capital Inc., an investment fund and corporate finance firm focused on funding and consulting
well-managed emerging renewable, independent power and technology companies since September 1991.

 Dr.
Shoukri serves on the Board of Directors of Canada Foundation for Innovation, an independent not-for-profit organization that invests
in research facilities and equipment in Canada's universities, colleges, research hospitals, and non-profit research institutions.
Dr. Shoukri was the seventh President and Vice-Chancellor of York University from July 1, 2007 to June 30, 2017. Dr. Shoukri began his
career in academia at McMaster University in Hamilton, Ontario, leading major research programs in support of the power and process industries
and serving in administrative leadership positions at all levels of the academy, including as department chair, dean and vice-president.

 There
is no arrangement or understanding between Mr. Ross, Dr. Shoukri, and any other persons, pursuant to which they were selected to the
Board. Mr. Ross and Dr. Shoukri have not engaged in any transaction, or any currently proposed transaction, in which the Company was
or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect
material interest. There are no family relationships between Mr. Ross, Dr. Shoukri and any Director or executive officer of the Company.

 July
1, 2022, Kelly White received a promotion to Executive Vice President of Finance. Ms. White holds a BSc. in Mathematics and Economics
from Trent University. She has over 30 years of experience in finance, accounting, administration and general management.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 The
following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors
of our company hold office until they either resign or the term of their engagement expires whichever comes first. The executive officers
of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

 Name

 Position
 Held with the Company

 Age

 Date
 First Elected or Appointed

 Michael
 O'Connor

 CEO*
 and Executive Chairman

 July
 21, 2014

 James
 Ross

 Non-Executive

 December
 20, 2021

 Dr.
 Mamdouh Shoukri

 Non-Executive

 December
 20, 2021

 Kelly
 White

 Executive
 Vice President of Finance

 July
 1, 2022

 *Mr.
O'Connor maintained the Executive Chairman role since 2014 and for a short period of time he hired a CEO to assist him in negotiations
for the Sphere 3D merger. When that merger agreement was terminated, Mr. O'Connor resumed his role as CEO.

Experience

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

 Michael
O'Connor – CEO and Executive Chairman

 Michael
O'Connor has more than 30 years of operational, corporate finance, business development and corporate governance experience. He
began his career at the Economic Council of Canada before becoming a Director of the Centre for Economic and Financial Analysis at one
of the largest international consulting companies in the U.S – Science Applications International Corporation. In 1998, Mr. O'Connor
joined Orascom Telecom ("OT") in Egypt as a founding executive, leading all business development and Mergers and Acquisitions
activities throughout Africa, the Middle East, Europe and Asia. During his time with OT he led more than $35 billion in transactions.
During his tenure, OT grew from 100,000 subscribers to more than 125 million across 10 countries and from 6 to 100,000 employees by 2008.
Michael returned to Canada as one of the founders of Wind Mobile (now Freedom Mobile). Wind Mobile was acquired by Shaw Communications
Inc. in March 2016 for $1.6 billion. Shaw Communications has since been acquired by Rogers Communications. Michael has extensive international
corporate governance experience for both private and publicly traded companies as well as not-for-profit organizations including Hutchison
Telecommunications in Hong Kong, nine Telecel subsidiaries, Wind Mobile, Ontario Shores and Trent University. Mr. O'Connor is currently
the Executive Chairman of Rainmaker Worldwide Inc., Rainmaker's purpose is to produce safe drinking water for communities in need.
The revolutionary approach to building water infrastructure supports the development of sustainable communities around the world, creating
a positive impact environmentally, socially and economically.

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

 Mr.
Ross has held senior executive management positions in Renewable and Technology companies. During this period, he has invested in, developed,
financed, divested and acquired numerous energy projects in hydro, biomass, wind, co gen, fuel cell and gas firming. He has also been
actively involved and invested in numerous technology companies, including Telecommunications, Renewable, Information Technology, Blockchain
and GIS companies. He has been a Director and Financial Manager of both public and private companies. Mr. Ross has also served as the
President of JSR Capital Inc., an investment fund and corporate finance firm focused on funding and consulting well-managed emerging
renewable, independent power and technology companies since September 1991.

 Dr.
Mamdouh Shoukri – Non-Executive Director

 Dr.
Shoukri serves on the Board of Directors of Canada Foundation for Innovation, an independent not-for-profit organization that invests
in research facilities and equipment in Canada's universities, colleges, research hospitals, and non-profit research institutions.
Dr. Shoukri was the seventh President and Vice-Chancellor of York University, Ontario, Canada from July 1, 2007 to June 30, 2017. Dr.
Shoukri began his career in academia at McMaster University in Hamilton, Ontario, Canada. McMaster's leading research programs,
in support of the power and process industries, were directed by Dr. Shoukri as he served in administration leadership positions including
as Department Chair, Dean and Vice-President. As an academic leader, he guided York's transformation into a comprehensive research-intensive
university as well as spearheading hundreds of millions of dollars of capital development projects. In 2013, for his contributions to
the flourishing of Ontario's academic institutions as both an engineer and an administrator, Dr. Shoukri was named a Member of
the Order of Canada, the Order of Ontario, and awarded the Queen Elizabeth II Diamond Jubilee medal.

 Kelly
White – Executive Vice President of Finance

 Ms.
White has been the VP of Operations & Finance at Rainmaker since 2015 and has more than 30 years of experience in finance and administration.
On July 1, 2022 she assumed the role of Executive Vice President of Finance. Prior to joining Rainmaker, she was a partner in Larchwood
Management Partners, a finance, business and strategic advisory consultancy in the telecommunications, utility and water sectors. Over
her career she has performed core financial and corporate infrastructure functions and provided business planning and budgeting services
for various companies in manufacturing, retail, financial services, telecommunications, media and consumer products.

 White
has orchestrated many business start-ups across Canada and managed all of the financial and administration and functions of those businesses.
She has been an active community volunteer supporting many local sports and community organizations.

 Family
Relationships

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

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our officers and directors, and stockholders owning more than ten percent of a registered class of
our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. The Company
is not aware of any persons who failed to timely file reports under this section.

 Involvement
in Legal Proceedings

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

 (1)

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

 (2)

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

 (3)

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

 (4)

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

 Audit
Committee

 In
December 2021, the Board created an Audit Committee in conjunction with nominating two new independent directors to the Company's
Board. The group has convened informally on many occasions to discuss the contents of this document and the financial statements. The
audit committee members are James Ross (chair), Dr. Mamdouh Shoukri and Michael O'Connor. James Ross qualifies as an audit committee
financial expert and is independent under applicable SEC standards.

 Code
of Ethics

 We
are in the process of developing a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of
directors, our company's officers including our chief executive officer and chief financial officer, employees, consultants and
advisors. Once formulated, our Code of Business Conduct and Ethics will set follow the following guiding principles:

 1.

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

 2.

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

 3.

 compliance
 with applicable governmental laws, rules and regulations;

 4.

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

 5.

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

 Item
 11.

 Executive
 Compensation

 The
Company's compensation committee consists of two independent board members. Any future changes to compensation will be reviewed
and implemented by the committee.

 SUMMARY
COMPENSATION TABLE

 The
following table sets forth the compensation paid to, or accrued for, each of our current executive officers or officers who were in place
over the last two fiscal years.

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards

 Option Awards (A)

 All Other Compensation

 Total

 Michael O'Connor (1)

 2023

 $
 143,500

 -

 -

 -

 -

 $
 143,500

 CEO and Executive Chairman

 2022

 $
 210,000

 -

 -

 -

 -

 $
 210,000

 Kelly White (2)

 2023

 $
 133,500

 $
 98,029

 $
 231,529

 Executive VP Finance

 2022

 $
 93,000

 -

 -

 $
 69,870

 -

 $
 162,870

 (A)

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

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

 Kelly
 White was appointed Executive Vice President of Finance July 1, 2022. 2022 salary reflects July 1 st start date and end
 date of December 31, 2022. Formerly VP Finance since 2015. Options Awards are calculated on the same basis, i.e., from the point
 where Ms. White was nominated to her current position.

 Other
Agreements

 None.

 Outstanding
Equity Awards at Fiscal Year End

 The
following table sets forth the number of shares of common stock covered by outstanding stock option awards that are exercisable and unexercisable,
and the number of shares of common stock covered by unvested restricted stock awards for each of our named executive officers as of December
31, 2023.

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

 Option Awards

 Name

 Number of Securities Underlying Unexercised Options(#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#)

 Option Exercise Price ($)

 Option Expiration Date

 Michael O'Connor

 -

 -

 -

 -

 -

 Kelly White (exp.date'26)

 4,100,000

 -

 -

 0.10

 2026

 Kelly White (exp.date'27)

 2,500,000

 -

 -

 0.10

 2027

 Equity
Awards

 None.

Compensation

 In
2021 each of the Company's Directors were granted 500,000 options, 1,000,000 in total. At December 31, 2022, a total of 816,667
had vested and at December 31, 2023 all 1,000,000 had vested. Mr. O'Connor did not receive any compensation for services as director
for the year ended December 31, 2023 or December 31, 2022. The independent members of the Compensation Committee will determine his director's
compensation for 2024 and beyond.

 Item
 12.

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

 As
of March 22, 2024, the Registrant had 499,682,113 shares of common stock issued.

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of March 22, 2024:

each person that is known by us to beneficially own more than 5% of our common stock;

each of our directors;

each of our executive officers and significant employees; and

all our executive officers, directors and significant employees as a group.

 Under
the rules of the Securities and Exchange Commission, beneficial ownership includes voting or investment power with respect to securities
and includes the shares issuable under stock options, warrants and convertible securities that are exercisable/convertible within sixty
(60) days of February 13, 2024. Those shares issuable under stock options, warrants and/or convertible securities are deemed outstanding
for computing the percentage of each person holding options, warrants and/or convertible securities but are not deemed outstanding for
computing the percentage of any other person. The percentage of beneficial ownership schedule is based upon 499,682,113 shares outstanding
as of February 13, 2024. The address for those individuals for which an address is not otherwise provided is c/o Rainmaker Worldwide
Inc., 271 Brock Street, Peterborough, ON K9H 2P8 Canada. To our knowledge, except as indicated in the footnotes to this table and pursuant
to applicable community property laws, the persons named in the table have sole voting power and investment power with respect to all
shares of common stock listed as owned by them.

 Name and Address of Beneficial Owner

 Number

 Percent of Class Outstanding

 Bulent Hatay

 26,822,120

 5.37
 %

 James Ross, Director

 666,667

 0.13
 %

 Dr. Mamdouh Shoukri, Director

 500,000

 0.10
 %

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

 12,832,139

 2.57
 %

 Kelly White, EVP Finance (2)

 10,318,661

 2.06
 %

 Executive officers, directors and significant employees as a group (4 persons directly above)

 24,317,467

 4.86
 %

 (1)(2)

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

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

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

Independence

 We
currently act with three directors, Michael O'Connor, James Ross and Dr. Mamdouh Shoukri. Mr. Ross and Dr. Shoukri both qualify
as an "independent director".

 Item
 14.

 Principal
 Accounting Fees and Services

 The
aggregate fees billed for the most recently completed fiscal year ended December 31, 2023 and for fiscal year ended December 31, 2022
for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial
statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as follows:

 Year Ended

 December 31,

 2023

 2022

 $

 $

 Audit Fees

 22,000

 20,000

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 15,750

 14,779

 Total

 37,750

 34,779

 Fees
for the year ended December 31, 2023 and 2022 relate to M&K CPAS, PLLC, the Company's auditor.

 Our
board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective services were rendered.

 Our
board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

 PART
IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 (a)
 Exhibits

 Exhibit
 Number

 Description

 (31)

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

 31.1

 Section 302 Certification by the Principal Executive Officer

 31.2

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

 (32)

 Section
 1350 Certifications

 32.1

 Section 906 Certification by the Principal Executive Officer

 32.2

 Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (b)
 Financial Statement Schedules

 Our financial statements being filed as part of this Form 10-K are filed in Item 8 of this Form 10-K. All other schedules for
which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

 FINANCIAL
STATEMENTS

 Page

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

 Balance Sheets

 Statements of Operations and Comprehensive Loss

 Statements of Stockholders' Equity (Deficit)

 Statement of Cash Flows

 Notes to the Financial Statements

 – F-23

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Rainmaker Worldwide, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Rainmaker Worldwide, Inc. (the Company) as of December 31, 2023 and 2022, and the related
statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows for each of the years in the two-year
period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with
accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has incurred continuing net losses from operations and has a significant accumulated deficit
which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are
discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Liabilities

 As
discussed in Note 4, the Company borrows funds through the use of convertible notes payable that contain a conversion price that may
be fixed or fluctuates with the stock price.

 Auditing
management's estimates of the fair value of the derivative liability involves significant judgements and estimates given the embedded
conversion features of the notes.

 To
evaluate the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the
host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised
by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged
by management.

 We
evaluated management's conclusions regarding their derivative liability and reviewed support for the significant inputs used in
the valuation model, as well as assessing the model for reasonableness.

 /s/
M&K CPAS, PLLC

 M&K
CPAS, PLLC

 We
have served as the Company's auditor since 2020.

 Firm
ID 2738

 The
Woodlands, TX

 April
1, 2024

 F- 2

 (Formerly
Gold and Silver Mining of Nevada Inc.)

 Balance Sheets

 December 31

 December 31

 2023

 2022

 Assets

 Current Assets

 Cash

 $

 $
 7,130

 Other receivables

 5,594

 5,527

 Prepaid expenses

 25,000

 30,381

 Total Current Assets

 30,725

 43,038

 Total Assets

 $
 30,725

 $
 43,038

 Liabilities and Stockholders' Equity (Deficit)

 Current Liabilities

 Accounts payable

 $
 172,515

 $
 147,345

 Related party payables

 1,607,896

 1,261,984

 Accrued liabilities

 195,147

 783,118

 Customer deposits

 112,500

 112,500

 Contingent liability

 4,423,910

 4,423,910

 Convertible notes payable, net of discount of $ 8,960 and $ 328,501

 4,034,415

 2,978,347

 Notes payable - related parties

 73,516

 83,598

 Other loans payable

 -

 50,000

 Derivative liabilities

 208,142

 502,611

 Total Current Liabilities

 10,828,041

 10,343,413

 Total Liabilities

 $
 10,828,041

 $
 10,343,413

 Mezzanine Equity

 Preferred stock - $ 0.001 par value; stated value $ 1.00; 1,000,000
 Authorized shares: Series A; 150,000 issued and outstanding at December 31, 2023 and nil issued and outstanding at December 31, 2022

 $

 $
 -

 Total Mezzanine Equity

 $

 $
 -

 Stockholders' Equity (Deficit)

 Common stock - $ 0.001 par value; 500,000,000 authorized at Dec 31, 2023 and 2022; 499,682,113 and 160,797,716 outstanding at December 31, 2023 and December 31, 2022, respectively

 $
 499,682

 $
 160,798

 Additional paid-in capital

 62,641,419

 62,000,842

 Stock receivable

 ( 24,000

)

 -

 Accumulated deficit

 ( 74,064,417
)

 ( 72,834,664
)

 Accumulated other comprehensive income

 -

 372,649

 Total Stockholders' Equity (Deficit)

 $
 ( 10,947,316
)

 $
 ( 10,300,375
)

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 30,725

 $
 43,038

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

 F- 3

 (Formerly
Gold and Silver Mining of Nevada Inc.)

 Statements of Operations and Comprehensive Loss

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Revenue

 $
 78,912

 $
 -

 Cost of Goods Sold

 61,940

 -

 Gross Margin

 16,972

 -

 Expenses

 General and administrative expense

 $
 623,170

 $
 1,449,659

 Total Expenses

 623,170

 1,449,659

 Loss from Operations

 ( 606,198
)

 ( 1,449,659
)

 Other income (expense)

 Other income

 -

 20,000

 Interest expense

 ( 398,850
)

 ( 348,267
)

 Amortization of debt discount

 ( 453,687
)

 ( 252,373
)

 Change in derivative liabilities expense

 215,827

 256,925

 Total other income (expense)

 ( 636,710
)

 ( 323,715
)

 Loss from continuing operations

 ( 1,242,908
)

 ( 1,773,374
)

 Discontinued operations:

 Loss from operations of discontinued operations

 13,155

 ( 64,237
)

 Total discontinued operations

 13,155

 ( 64,237
)

 Net income (loss)

 $
)

 $
)

 Other comprehensive income (loss)

 Foreign exchange translation gain (loss)

 -

 77,631

 Net income (loss) and comprehensive income (loss)

 $
)

 $
 ( 1,759,980
)

 Net loss per share:

 Basic and diluted

 $
 ( 0.004
)

 $
 ( 0.012
)

 Weighted average number of common shares outstanding:

 Basic and diluted

 326,892,208

 148,725,194

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

 F- 4

 (Formerly
Gold and Silver Mining of Nevada Inc.)

 Statements of Stockholders' Equity (deficit)

 Amount

 paid-in

 capital
 ($)

 Payable
 -

 Preferred

 Amount
 ($)

 paid-in

 capital
 ($)

 Stock Receivable

 Deficit
 ($)

 comprehensive

 income
 ($)

 Total

 Mezzanine
 Equity

 Series
 A Preferred Stock

 Additional

 paid-in

 Stock

 Common
 Stock

 Additional

 Accumulated

 other

 Amount

 capital

 ($)

 Payable
 -

 Preferred

 Amount
 ($)

 paid-in

 capital
 ($)

 Stock

 Receivable

 Deficit
 ($)

 comprehensive

 income
 ($)

 Total

 Balance,
 December 31, 2021

 -

 -

 -

 -

 144,354,957

 $
 144,355

 $
 61,686,839

 $

 -

 $
 ( 70,997,053
)

 $
 295,018

 $
 ( 8,870,841
)

 Conversion of convertible
 promissory notes

 -

 -

 -

 -

 16,639,942

 16,640

 177,314

 -

 -

 -

 193,954

 Shares cancelled

 -

 ( 197,183
)

 ( 197
)

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 -

 -

 -

 136,492

 -

 -

 -

 136,492

 Foreign currency translation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 77,631

 77,631

 Net
 gain (loss) for the quarter

 -

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Balance,
 December 31, 2022

 -

 -

 -

 -

 160,797,716

 160,798

 62,000,842

 -

 ( 72,834,664
)

 372,649

 ( 10,300,375
)

 Balance

 -

 -

 160,797,716

 160,798

 62,000,842

 ( 72,834,664
)

 372,649

 ( 10,300,375
)

 Conversion of convertible
 promissory notes

 -

 -

 -

 -

 298,884,397

 298,884

 164,502

 -

 -

 -

 463,386

 Stock-based compensation

 -

 -

 -

 -

 -

 -

 108,581

 -

 -

 -

 108,581

 Issuance of Common Stock for
 acquisition

 -

 -
 `

 -

 -

 40,000,000

 40,000

 8,000

 ( 24,000

)

 -

 -

 24,000

 Issuance of Series A preferred
 stock for cash

 $
 150.00

 $
 149,850

 -

 -

 -

 -

 -

 -

 -

 -

 Foreign currency translation
 re disposal of foreign subsidiary

 -

 -

 -

 -

 -

 -

 359,494

 -

 -

 ( 372,649
)

 ( 13,155
)

 Net
 gain (loss) for the period

 -

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Net
 gain (loss)

 -

 -

 -

 -

)

 -

)

 Balance,
 December 31, 2023

 $

 $
 149,850

 $
 -

 499,682,113

 499,682

 62,641,419

 ( 24,000

)

 ( 74,064,417
)

 -

 ( 10,947,316
)

 Balance

 $

 $
 149,850

 $
 -

 499,682,113

 499,682

 62,641,419

 ( 24,000)

 ( 74,064,417
)

 -

 ( 10,947,316
)

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

 F- 5

 (Formerly
Gold and Silver Mining of Nevada Inc.)

 Statements of Cash Flows

 2023

 2022

 Year Ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net gain (loss)

 $
)

 $
)

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

 Stock-based compensation

 132,581

 136,492

 Derivative expense – warrants

 -

 273,679

 Impairment expense

 335,000

 Discount amortization

 453,687

 252,373

 Change in fair value of derivative liabilities

 ( 215,827
)

 ( 256,925
)

 Change in operating assets and liabilities:

 Accounts receivable

 ( 67
)

 ( 5,523
)

 Prepaid expenses, prepaid expenses related parties

 5,381

 ( 25,381
)

 Accounts payable, related party payables and accrued liabilities

 714,236

 778,629

 Customer deposits

 -

 CASH USED FOR OPERATING ACTIVITIES

 ( 139,762
)

 ( 349,267
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Restructuring/discontinued operations

 -

 -

 CASH USED FOR INVESTING ACTIVITIES

 -

 -

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from sale of stock-preferred stock payable

 -

 Borrowed on convertible debt

 -

 286,250

 Borrowed on debt

 ( 50,000
)

 -

 Borrowed on debt related party

 ( 10,082
)

 11,269

 Repayments on other loans payable

 56,000

 ( 23,090
)

 CASH PROVIDED BY FINANCING ACTIVITIES

 145,918

 274,429

 Effect on Foreign Currency Exchange

 ( 13,155
)

 77,631

 NET INCREASE (DECREASE) IN CASH

 ( 6,999
)

 2,793

 CASH AT BEGINNING OF YEAR

 7,130

 4,337

 CASH AT PERIOD END

 $

 $
 7,130

 NON-CASH TRANSACTIONS

 Shares issued for conversion

 463,386

 193,954

 Receipts of prepaid inventory

 -

 160,000

 Share cancellation

 -

 Amendment to convertible note

 918,154

 -

 Divestiture of RWI

 359,494

 -

 Initial derivative discount

 124,897

 565,623

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

 F- 6

 Note
1: Nature of Operations and Going Concern

 Nature
of Operations

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 wastewater, seawater,
or polluted water into drinking water. The technology can utilize wind, solar, or conventional power sources (grid or generator). It
is deployable anywhere and leaves no carbon trace if renewable resources are deployed.

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

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

 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 originally trades on the OTC:Pink under the trading symbol RAKR. The Company remains an SEC filing company.

 Ongoing
Partnerships

 On
July 28, 2022, the Company signed a Joint Development Agreement ("JDA") with Miranda whose primary operations reside in Ankara,
Turkey. This JDA allowed for reciprocal distribution rights for all of RAKR's and Miranda's combined technologies and fosters
a long-term technological integration strategy between the two companies. The first result of this JDA was achieved in 2023 with a sale
to Turks and Caicos. Delivery to Turks and Caicos has occurred and commissioning is expected soon.

 On
January 22, 2024, RWI formalized its relationship with Miranda by finalizing the First Phase of the acquisition. This gives RWI a controlling
interest in Miranda of 60 %. The remaining shares will be acquired over the course of the next 2 years.

 Going
Concern

 The
Company has incurred continuing losses from its operations and has an accumulated deficit of $ 74,064,417. 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.

 F- 7

 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. The financial statements of the subsidiary located outside of the United
States is measured in its functional currency: Until March 31, 2023, Rainmaker Worldwide Inc. (Ontario) reported in Canadian dollars.
Monetary assets and liabilities of this subsidiary are translated at the exchange rate at the balance sheet date. Income and expense
items are translated using average annual exchange rates. Non-monetary assets are translated at their historical exchange rates. Translation
adjustments are included in accumulated other comprehensive income in the balance sheets.

 Intangible
Assets

 No
Intangible Assets.

 Property
and Equipment

 Property
and equipment are stated at cost less accumulated depreciation and any recognized impairment loss. Cost includes the original purchase
price of the asset and any costs attributable to bringing the asset to its working condition for its intended use.

 Depreciation
is provided at rates estimated to write off the cost of the relevant assets less their estimated residual values by equal annual amounts
over their expected useful lives. Residual values and expected useful lives are reviewed and adjusted, if appropriate, at the end of
each reporting period. Depreciation periods for the Company's property and equipment are as follows:

 Schedule
of Estimated Useful Lives of Property and Equipment

 Leasehold Improvements – lesser
 of 10 years or lease duration

 Manufacturing
 Equipment – 5 years

 Office Furniture & Equipment – 5 years

 Demonstration Equipment –
 10 years

 Intellectual Property – 14 years

 Computer Software –
 5 years

 F- 8

 Embedded
Conversion Features

 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.

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
end 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.

 F- 9

 In
June 2018, the FASB issued guidance clarifying the revenue recognition and measurement issues for grants, contracts, and similar arrangements,
ASU Topic 958. Government grants and contracts are agreements that generally provide cost reimbursement for certain types of expenditures
in return for research and development activities over a contractually defined period. Accordingly, the Company recognizes revenue from
grants and contracts in the period during which the related costs are incurred, provided that the conditions under which the grants and
contracts were provided have been met and only perfunctory performance obligations are outstanding.

 Revenues
recognized at December 31, 2023 and December 31, 2022 are $ 78,912 and nil, respectively.

 Related
Party Transactions

 Parties
are considered to be related if one party has the ability to directly or indirectly control the other party or exercise significant influence
over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common
control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be
a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions
that are in the normal course of business and have commercial substance are measured at the exchange amount.

 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 July 1, 2027.

 F- 10

 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
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.

 F- 11

 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.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company maintains
the majority of its cash accounts at a commercial bank. Cash balances are insured by the Canada Deposit Insurance Corporation ("CDIC")
up to CAD 100,000 per commercial bank. From time to time, cash in deposit accounts may exceed the insurance limits thus the excess would
be at risk of loss. For the purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities
of 90 days or less to be cash equivalents. As of December 31, 2023, 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: 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 December 31, 2023, the derivative value of this note was $ 19,717.

 F- 12

 On
September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $ 3,105,896.72 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 July 26, 2022, this note required
derivative treatment. On December 31, 2023, the derivative value of this note was $ 160,740.

 On
February 7, 2022, the Company issued a convertible promissory note in the amount of $ 55,000 bearing interest of 10 % per annum with a
 maturity date of one year ( February 7, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following
the date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price
during the 10-trading day period). The Company has the right to prepay any time before maturity. During Q3, 2022, the investor fully
converted this note including accrued interest of $ 2750 into 6,109,361 common shares. The conversions were within the terms of the agreement
and no gain or loss was recognized on the conversions.

 On
March 11, 2022, the Company issued a convertible promissory note in the amount of $ 53,750 bearing interest of 10 % per annum with a maturity
date of one year ( March 11, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the
date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price during
the 10-trading day period). The Company has the right to prepay any time before maturity. During Q3, 2022, the investor partially converted
this note ($ 15,000) into 2,542,373 common shares leaving the balance of the note available for conversion of $ 38,750. During Q4, 2022
the lender converted the balance of the note ($ 38,750) and accrued interest ($ 2687.50) into 7,988,208 common shares and is now fully
converted. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

 On
June 28, 2022, the Company issued a convertible promissory note in the amount of $ 64,250 bearing interest of 10 % per annum with a maturity
date of one year (June 28, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the
date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price during
the 10-trading day period). The Company has the right to prepay any time before maturity. The Agreement was signed on June 28 th
 and ultimately funded on July 6, 2022. During Q1, 2023, the principal amount of this note ($ 64,250) plus all accrued interest ($ 3212.50)
was fully converted into 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.

 F- 13

 On
October 25, 2022, the Company issued a convertible promissory note in the amount of $ 44,250 bearing interest of 10 % per annum with a
 maturity date of one year ( October 25, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following
the date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price
during the 10-trading day period). The Company has the right to prepay any time before the 180 th day. During Q2, 2023, this
note including accrued interest was fully converted into 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 December 31, 2023, $ 3,247
has been amortized. As of December 31, 2023, $ 9,875
was converted into 12,500,000
common shares. The remaining principal balance of the note is $ 11,125. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

 Note
4: Derivative Liabilities

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. Since the issuance of the convertible notes mentioned above, four
more convertible notes were issued (as discussed in Note 3) for a total of eight of which seven are fully converted and debt discount
fully amortized. The total derivative liabilities associated with these notes eligible for conversion at December 31, 2023 was $ 8,978
and $ 76,621 at December 31, 2022. The Company's debt discount relating to these convertible notes amounted to $ 7,207 at December
31, 2023 and the Company recorded interest expense for the amortization of the discount in the amount of $ 8,302 at December 31, 2023.
The Company recorded a change in the value of embedded derivative liabilities expense of $ 1,632 for the three months ended December 31,
2023 ($ 5,737 year to date).

 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 3) had an initial debt discount of
$ 397,542, loss on initial derivative of $ 126,888 and a derivative liability of $ 524,330. At December 31, 2023, the derivative liability
value of these notes was $ 180,457 and represents a decrease in fair value of $ 201,208 since December 31, 2022. On December 31, 2022,
the derivative liability value of these notes was $ 381,664.

 F- 14

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, 2022, a gain on derivative liabilities was recognized in the amount of $ 229,355 leaving a fair value at December
31, 2022 of $ 44,324 for warrants. On December 31, 2023, a gain on derivative liabilities was recognized in the amount of $ 16,153 leaving
a fair value of $ 18,705 for warrants at December 31, 2023.

 Schedule
of Derivative Liabilities and Fair Value

liabilities (fair value)

 Beginning Balance

 $
 502,611

 Change due to Issuances

 124,897

 Change due to Conversions

 ( 203,539
)

 Mark-to-market

 ( 215,827
)

 Ending Balance

 $
 208,142

 Note
5: Notes Payable, Related Parties

 Promissory
notes dated November 6, 2016 with a principal amount of $ 13,516 are due and bear interest of 5 % and are payable on demand. Accrued interest
to December 31, 2023 on these notes is $ 5,468.

 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 $ 15,071 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 December 31, 2023 remains
 nil.

 Note
6: Other Loans Payable

 On
February 2, 2021, the company entered into a short-term loan agreement in the amount of $ 50,000 at an annual interest rate of 5 % and
due February 1, 2022. It was agreed to extend the due date to February 2, 2023. By mutual agreement, the note was extended for an additional
term of six months and therefore would expire August 2, 2023. The terms and conditions remained the same with the exception of a change
in the interest rate from 5 % to 12 %. During Q2, 2023, the principal portion of this loan was repaid leaving only accrued interest owing
in the amount of $ 6,694. As of December 31, 2023, this accrued interest remains outstanding.

 Note
7: Intellectual Property

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

 Note
8: 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 but could in the future.

 F- 15

 Note
9: Common Stock

 Common
Stock

 As
at December 31, 2021, the Company had authorized 200,000,000 common stock with $ 0.001 par value with 144,354,957 shares issued and outstanding.
Effective June 29, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of
the State of Nevada to increase the aggregate number of authorized shares to 501,000,000, of which 500,000,000 shares are common stock
with a par value of $ 0.001 per share and 1,000,000 shares are preferred stock (see Note 17) with a par value of $ 0.001 per share.

 At
December 31, 2023, 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, 2021

 144,354,957

 Conversion of convertible promissory notes

 16,639,942

 Shares cancelled

 ( 197,183
)

 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

 On
August 9, 2022, the Company issued 1,376,147 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 On
August 16, 2022, the Company issued 1,834,862 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

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

 On
September 6, 2022, the Company issued 1,648,352 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 On
September 12, 2022, the Company issued 1,250,000 shares completing the full conversion of a convertible promissory note including accrued
interest of $ 2750. (See Note 3 for details).

 On
September 20, 2022, the Company issued 2,542,373 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 On
October 6, 2022, the Company issued 3,000,000 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 On
October 24, 2022, the Company issued 4,988,208 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 On
January 9, 2023, the Company issued 5,769,231 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
January 26, 2023, the Company issued 3,229,505 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 F- 16

 On
February 2, 2023, the Company issued 7,500,000 shares upon a partial conversion of a convertible promissory note. (See Note 3 for details).

 On
February 3, 2023, the Company issued 4,316,123 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
February 7, 2023, the Company issued 9,027,778 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
February 8, 2023, the Company issued 4,986,627 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
February 13, 2023, the Company issued 9,750,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
February 14, 2023, the Company issued 5,384,615 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
February 21, 2023, the Company issued 3,507,813 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
March 15, 2023, the Company issued 9,375,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
March 20, 2023, the Company issued 11,090,909 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
March 27, 2023, the Company issued 11,648,352 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
April 24, 2023, the Company issued 12,235,294 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
May 22, 2023, the Company issued 5,403,846 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
May 25, 2023, the Company issued 13,076,923 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
June 5, 2023, the Company issued 13,728,814 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
June 9, 2023, the Company issued 14,491,525 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
June 14, 2023, the Company issued 15,192,307 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
June 16, 2023, the Company issued 15,192,307 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
June 20, 2023, the Company issued 10,600,962 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
September 5, 2023, the Company issued 17,203,389 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 F- 17

 On
September 12, 2023, the Company issued 18,076,923 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
September 21, 2023, the Company issued 19,000,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
September 26, 2023, the Company issued 19,897,436 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
September 27, 2023, the Company issued 20,974,359 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
October 3, 2023, the Company issued 5,724,359 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 On
November 6, 2023, the Company issued 40,000,000
shares for the consideration of $ 24,000 to acquire 40 %
of Miranda. Payment was received after December 31, 2023 and therefore recorded as
Stock receivable.

 On
December 12, 2023, the Company issued 12,500,000 shares upon partial conversion of a convertible promissory note (see Note 3 for details).

 Note
10: Related Party Transactions

 Outstanding
compensation and expense reimbursements due to consultants engaged by the Company $ 1,607,896 (2022: $ 1,261,984).

 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 December 31, 2023.

 Effective
April 1, 2023 Rainmaker (RAKR) divested 60% interest in Rainmaker Worldwide Inc. (Ontario) (RWI) and continues to hold a 40% interest.
RAKR will retain management participation and is entitled to retain one out of four board seats.

 On November 6, 2023, the Company issued 40,000,000
shares to RWI (a related party) to finalize the Miranda acquisition. See Note 9 above. Shares were valued at $ 48,000 on the date of signature
of the agreement with RWI to affect that acquisition so the difference of $ 24,000 was recorded as stock-based compensation.

 Note
11: Commitments and Contingencies

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

 On
April 27, 2018, the Company identified a judgement dated August 8, 2016 against six Defendants including a former subsidiary of the Company
as well as a predecessor of the Company as currently named and constituted. The amount of the judgement including costs is $ 4,423,910.
An appeal was filed on November 9, 2016 by the previous management. A decision on the appeal was rendered on June 22, 2018 and the original
judgement was upheld. As a result, the Company has recorded a contingent liability of $ 4,423,910 as of December 31, 2023 (2022: $ 4,423,910).
The Company, since its last report, has not been contacted by the Plaintiff.

 F- 18

 Note
12: Inventory

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

 Note
13: Leases

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

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

 Note
14: Stock Options

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

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

 For the period ended December
 31, 2022, the Company recorded a stock option expense of $ 136,492. The Company used the Black-Scholes option-pricing model to determine
 the grant date fair value of stock-based awards under ASC 718. For the year ended December 31, 2023, the Company recorded stock option
 expense of $ 108,581.

 Schedule of Warrants and Options

 Warrants and Options

 Vested

 Expired

 Granted

 Vested

 Non-Vested

 Dec 31, 2022

 To December 31, 2023

 To December 31, 2023

 To December 31, 2023

 To December 31, 2023

 63,611,667

 38,500,000

 28,200,000

 28,200,000

 NIL

 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

 $
 0.0172 -$ 0.0646

 Exercise Price

 $
 0.10 -$ 0.30

 Number of Options Granted

 66,700,000

 Dividend Yield

 %

 Expected Volatility

 116 - 156
 %

 Weighted Average Risk-Free Interest Rate

.06 - 2.88
 %

 Term (in years)

 F- 19

 Note
15: Income Taxes

 The
Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are
recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect
when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
As of December 31, 2023, the Company's deferred tax assets relate to net operating loss ("NOL") carry-forwards that
were derived from operating losses and stock-based compensation from prior years. A full valuation allowance has been applied to the
Company's deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than
not that the related deferred income tax assets will be realized. At December 31, 2023, the Company had federal net operating loss carry-forwards,
which are available to offset future taxable income, of $ 5,765,793. 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. All of the Company's income
tax years remained open for examination by taxing authorities.

 Schedule of Effective Income Tax Rate Reconciliation

 Year ended
 December 31,

 Year ended
 December 31,

 2023

 2022

 Net Loss

)

)

 Add back:

 Stock Compensation

 132,581

 410,171

 Amortization of Debt Discount

 453,685

 252,373

 Taxable Income

 ( 643,487
)

 ( 1,175,067
)

 Tax Rate

 %

 %

 Deferred Tax Asset:

 Net Operating (Gain) Loss

 135,132

 246,764

 Valuation Allowance

 ( 135,132
)

 ( 246,764
)

 Net Deferred Asset

 -

 -

 Note
16: Investments

 None.

 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 December 31, 2023, of the Company's
 40 % interest in Rainmaker Worldwide Inc. (Ontario) is nil. This value will be reevaluated post the conclusion of the Miranda transaction
as part of the first quarter filing.

 Note
18: Mezzanine Equity

 Effective
June 29, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State
of Nevada to increase the aggregate number of authorized shares to 501,000,000, of which 500,000,000 shares are common stock (see Note
9) with a par value of $ 0.001 per share and 1,000,000 shares are preferred stock with a par value of $ 0.001 per share.

 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.

 F- 20

 The
holder of Series A Preferred Stock have 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.

 (c)
OPTION TO APPOINT DIRECTORS:

 Each
holder of Preferred Stock shall be entitled to the right to appoint up to three (3) directors to the Board of Directors of the Company.
The right to appoint directors shall be subject to the terms and conditions set forth herein;

 If
a holder of Preferred Stock wishes to exercise their right to appoint directors, they shall provide written notice to the Company no
less than thirty (30) days prior to the date of the Company's annual meeting of stockholders. The notice shall identify the individuals
proposed to be appointed as directors and shall include all information required to be disclosed under applicable law;

 F- 21

 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 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- 22

 (f)
RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK

 The
holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$ 600,000 worth
of common stock of the Company at a price of US$ 0.0006 per share, reflecting a discount to market price at the time of signing this agreement
of 50 % and/or convert the Preferred Stock with the same conversion terms as above.

 The
exercise of these rights are subject to the following terms and conditions:

 i.
Availability of Shares: The purchase of common stock by the holder of the Preferred Stock shall be contingent upon the Company making
such shares available for issuance.

 ii.
Purchase Notice: When common stock becomes available for issuance, the holder of the Preferred Stock shall provide a written notice to
the Company indicating their intent to exercise their right to purchase the common stock. The notice shall specify the desired number
of shares to be purchased, not exceeding the US$ 600,000 limit.

 iii.
Purchase Price: The purchase price per share shall be US$ 0.0006, reflecting a discount to market price of 50 % at the time of signing
this agreement.

 iv.
Payment Terms: The holder of the Preferred Stock shall remit the full payment for the purchased common stock within a specified timeframe
determined by the Company.

 v.
Transfer of Shares: Upon receipt of the full payment, the Company shall transfer the purchased common stock to the holder of the Preferred
Stock, and the stock certificates or electronic equivalents shall be issued accordingly.

 vi.
Limitations: The right to purchase common stock is subject to applicable laws, regulations, and the Company's Articles of Incorporation
and Bylaws.

 (g)
Voting Rights.

 The
Series A Holder shall be entitled to notice of any stockholders' meeting and to vote as a single class upon any matter submitted
to the stockholders and their approval shall be required to effect such action. In the event that the Company determines to put forth
a proposal to its stockholders to effect a reverse split of its outstanding Common Stock, the Series A holder shall have the right to
such number of votes as shall equal 50.1 % of the voting stock of the Company.

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

 As
of December 31, 2023 and December 31, 2022, the Company had 150,000 shares of Series A Preferred Stock outstanding and none, respectively,
and recorded as mezzanine at face value of $ 150,000 due to certain default provisions requiring mandatory cash redemption that are outside
the control of the Company.

 Note
19: Subsequent Events

 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 $ 326,833. These notes are convertible subject to share availability and have a conversion rate
of $ 0.001389 ( 70 % of the 30-day Volume Weighted Average Price preceding the date of the note). To further alleviate the payables burden
on the Company, executives agreed to, and the Company issued, three long-term promissory notes totaling $ 640,000 with an interest rate
of 10 % due upon maturity with a two -year term. Conversions are possible upon mutual consent with a set conversion rate of $ 0.001389,
same as above, if over the long term the Company cannot satisfy these obligations. For the avoidance of doubt, any issued shares or debt
that has the potential for conversion would be subject to the limitations of SEC rules regarding trading restrictions of affiliates.

 On
January 8, 2024, the Board of Directors repriced the outstanding options for executives, directors and former management to reflect
an exercise price of 70 % of the 30-day Volume Weighted Average Price prior to this date, equating to $ 0.001389. Any shares issued upon
redemption of options will be subject to trading restrictions.

 On
January 8, 2024, the Board of Directors granted 6,600,000 fully vested options to the Company's CEO at an exercise price of
 70 % of the 30-day Volume Weighted Average Price prior to this date, equating to $ 0.001389. These options are the first options granted
to the CEO who forewent this compensation in the past for the benefit of the Company. The CEO is now in alignment with executive management
compensation.

 On
January 15, 2024, the Company received payment in the amount of $ 24,000 from Rainmaker Worldwide Inc.-Ontario (RWI), for the 40,000,000
shares issued in November, 2023 which was part of the Company's contribution to the acquisition of Miranda.

 On
January 16, 2024, the Company received $ 420,000 from an investor in exchange for the issuance of 420,000 preferred shares. The issuance
is pending.

 On
January 16, 2024, the Company entered into a loan agreement with Rainmaker Worldwide Inc.-Ontario (RWI) where the Company lent RWI $ 400,000.
To date, $ 12,000 principal has been paid back to the Company.

 On
January 22, 2024, the Miranda shares were transferred to Rainmaker Worldwide Inc.-Ontario (RWI) and the first stage of the acquisition
transaction was completed. The Company retains a 40 % share in RWI.

 On
January 23, 2024, the Company agreed to settle the outstanding balance of a convertible promissory note through a payment plan to be
completed by March 15, 2024. Including all interest and the remaining principal of $ 11,125, it was agreed the Company would pay $ 14,800
in full settlement of the remaining portion of the convertible promissory note. As of the date of this filing, this note and interest
owing are fully paid.

 F- 23

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Rainmaker Worldwide Inc.

 Date: April 1, 2024

 By:

 /s/ Michael
 O'Connor

 Michael O'Connor

 President, Chief Executive Officer and Interim Chief
 Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Michael
 O'Connor

 April 1, 2024

 Signature

 Title

 Date

 /s/ James
 Ross

 April 1, 2024