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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C.
20549

 FORM 10-K

 (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, 2024.

 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

 Rainmaker Worldwide Inc.

 (Exact name of registrant as specified in its charter)

 Nevada

 82-4346844

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 2510 East Sunset Road, Suite 5 #925, Las Vegas, NV

 89120

 271 Brock Street, Peterborough, Ontario Canada (Former address)

 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)

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

 Yes No

 Indicate 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

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

 Yes
No

 Indicate by check mark whether the registrant has
submitted electronically 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

 Indicate 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.

 Indicate 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.

 Indicate 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).

 Indicate 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, 2024, the aggregate market value of
the voting common equity held by non-affiliates was approximately $ 612,934 based on the closing bid price and asked price of $0.0313 of
the registrant's common stock on the OTC: Pink.

 The registrant had 46,922,665 shares of common stock,
par value $ 0.001 per share, outstanding as of March 31, 2025.

 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.

 Form 10-K Index

 Page No.

 Item 1.

 Business

 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.

 Business

 Background

Worldwide Inc. ("RAKR" or the "Company") is a Nevada-based corporation that became publicly traded on July 3,
2017, following a reverse merger. The Company specializes in energy-efficient freshwater production and purification technologies, primarily
through Air-to-Water ("AW") systems that extract water from humidity. It also offers solutions to transform contaminated
or seawater into potable or reusable water. Rainmaker focuses on providing sustainable water solutions to communities and industries
globally through strategic partnerships.

 Originally,
the Company operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) ("RWI"), established in 2014
to commercialize its patented water technologies. In line with its expansion strategy, Rainmaker sold a 60% stake in RWI on March 31,
2023, retaining a 40% interest. Subsequently, on January 22, 2024, RWI acquired a 60% stake in Miranda Environmental and Water Treatment
Technologies, with plans to acquire the remaining 40% over the next two years. This acquisition significantly expanded RAKR's portfolio
through its distribution rights for Miranda's products, thereby strengthening its water treatment capabilities.

 On
December 31, 2024, RWI underwent a restructuring, during which the Company converted its investment in RWI into RWI shares.
Simultaneously, RWI independently secured new capital investment, reducing the Company's ownership in RWI to 13.65%. As a
result of RWI's financial situation—characterized by insufficient cash flow, net liabilities, and ongoing net
losses—the Company decided to impair the investment in accordance with standard accounting principles. Given these
conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and
therefore impaired the asset to zero. The Company was fully aware of this outcome prior to the restructuring.

 Although
the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights,
in particular for Mexico and the United States. The Company and RWI continue will work together to maximize the value of these distribution
rights. Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely
permitting for projects that require water treatment.

 On
October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V. ("RHBV") by rolling it into Rainmaker Holding
B.V., reducing its stake to 5%. Despite this reduction, the Company continues to benefit from access to RHBV's technology on a
cost-plus pricing basis.

 Rainmaker's
corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company
underwent a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In
2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. ("DRM"), and Wind en Water Technologie
Holding B.V. ("WWT") to settle financial obligations through an exchange of debt, contractual obligations, and common stock.
These actions were aimed at optimizing business operations and expanding access to capital markets.

 Today,
RAKR remains committed to delivering advanced water production and purification solutions, leveraging its innovative technologies and
expanded product range, particularly through its distribution agreements for Miranda products. The Company is focused on business development
across North, South, and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

 The
Company has generated limited revenue to present. Operations have been typically focused on business development, market research, techn ology
research and development activities. The Company had total assets of $30,725, as of December 31, 2023. As of December 31, 2024, net assets
were $50,116.

 At present, the Company executes consulting
agreements with experienced executive personnel and senior advisors. Future sales are expected to be heavily driven by independent
distributors and project developers. The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in
revenue for the year ending December 31, 2023 and had net losses of $1,056,242 and $1,229,753 for the years ended December 31, 2024
and 2023, respectively. The losses in 2024 have been reduced by 14% compared to 2023. The 2024 losses are driven by operating
expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses
while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method
investment and impairment expense.

 The costs associated with maintaining the Company's listing and current filing status with the SEC as expected
are significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities and has
limited resources or revenues to cover its operating costs. The Company's auditor's report for 2024 stated that there
was substantial doubt about the Company's ability to continue as a going concern.

 Products and Services

 Overview

 Fresh water is unevenly distributed throughout the
world. Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America,
and various island geographies.

 Fundamentally, the solutions Rainmaker provides 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) technologies – Transforms contaminated
water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable process. Through the acquisition of
Miranda as well as RAKR's own technologies, the Company has multiple options to purify wastewater to potable water standards.

 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 enables decentralized deployment, in which water is distributed directly to the consumption
site with no expensive piping or truck transport. AW is both a cost-effective technology solution and can be powered by solar, wind, or
grid electricity, or a combination of power sources. It can produce roughly 5,000 liters of water per unit, per day, depending on the
local climatic conditions and the type of unit deployed.

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

 Cost Information

 Currently in remote locations, the principal source
of potable water 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.

 Regulatory Information

 The global nature of our approach means that regulatory
conditions vary by jurisdiction. We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment
will be the quality of the water that is bottled and tested. The Company seeks to adhere to World Health Organization standards for clean
water using the technologies that are authorized in a particular sovereign jurisdiction.

 Business Model

 The RAKR business model typically begins with the
identification of a trusted local technology partner and distributor. The Rainmaker delivery systems will be installed by contracted local
third-party experts that are typically Heating, Ventilation and Air Conditioning ("HVAC") experts. We work with the end clients
and their general contractors to build the supporting infrastructure required for our systems (i.e. holding tanks, platforms etc.).

 In addition, over the course of the past year, we
have been 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 advance
to date is the acquisition of Miranda. On January 22, 2024, RWI finalized the acquisition of Miranda. 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 twenty years, there has been a growing
awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and
underdeveloped communities. Entities ranging from Water. Org to the United Nations (access to safe drinking water represents #6 of the
17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and
prospects for multilateral cooperation in the realms of global governance and public-private co-regulation. Common to these efforts is
the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

 The metrics that underpin the international need for
ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

 (1)

 Less than 3% of the world's water is fresh – the rest is seawater and undrinkable in its current state.

 (2)

 Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

 (3)

 People and animals rely on 0.5% of the world's water. (Source: Unwater.org - Facts and Trends: Water)

 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 $880
billion in 2023 and is expected to expand to $1.2 trillion by 2031 (Source: Verified Market Research: www.verifiedmarketresearch.com).
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
to diversify the Rainmaker business model.

 Competition

 The Rainmaker business model that will deliver potable
water at the source of demand is uniquely positioned to address alternative competitive models. We believe that competitive models, while
relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per
liter. By virtue of our current affiliations, we believe we have a cost per liter competitive advantage. Accordingly, on a global basis,
we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial
results in the near term. However, other companies with sufficiently greater resources may develop competing products and have an advantage
over us based on the relative size.

 Government Subsidies and Incentives

 While RAKR is not currently pursuing subsidies and
incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course. Over time,
RAKR will seek subsidies and incentives through its deployment of technology in underserved countries and particular communities within
countries.

 Intellectual Property

 We have indirect access to intellectual property assets
as a consequence of our indirect ownership of and 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.

 Company Executive and Consulting Resources

 The direct Executives of RAKR are represented by Michael
O'Connor, Director, Executive Chairman and CEO and Kelly White, VP 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 the Law Offices
of Clifford J. Hunt, P.A. since February 2024.

 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 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 and partner products and services. Consequently, the Company has limited operating history and an unproven
marketing and sales strategy. 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 2024 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 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. On September 26, 2024 the Company effected
a 25:1 share consolidation.

 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 other technologies is evolving
and growing. 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 our 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 16,347,993 (81.8%) 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 31, 2025, approximately 16,348,573
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 81.8% of the total issued and outstanding shares of stock. While this remains a risk factor
the number of shareholders and the percentage 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, our capital requirements, 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 no t
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's corporate offices are at 2510 East Sunset Road, Suite 5, Las Vegas, NV. In recent years we have operated from home offices
and continue to do so and will use the Corporate Offices on an as needed basis. There are no other properties that would create risks
for the Company.

 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, are an adverse party or has a material
interest adverse to our interest.

 Item 4.

 Mine Safety Disclosures

 Not applicable to smaller companies.

 Item 5.

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

 (a)

 Market Information

 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, 2024

 $
 0.0091

 $
 0.0090

 September 30, 2024

 $
 0.04

 $
 0.02

 June 30, 2024

 $
 0.035

 $
 0.0313

 March 31, 2024

 $
 0.0425

 $
 0.0413

 December 31, 2023

 $
 0.0675

 $
 0.05

 September 30, 2023

 $
 0.0225

 $
 0.0175

 June 30, 2023

 $
 0.045

 $
 0.035

 March 31, 2023

 $
 0.04

 $
 0.0325

 *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 144,000 warrants with an exercise price of $5.00
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 $2.50. As well, the Company granted an additional 20,000 warrants which vested
immediately at an exercise price is $2.50. All expire December 31, 2025. As of January 8, 2024, these warrants have been repriced at $0.0347.

 On October 1, 2020, the Company entered into a consulting
agreement with an Advisor which granted warrants in full compensation for services. It included 540,000 warrants at an exercise price
of $7.50 now expired as of October 1, 2023. A further 600,000 warrants were issued at an exercise price of $3.75 expiring October 1, 2025.

 On April 1, 2021, the Company granted 164,000 options
as part of an amendment to an Executive Consultant's contract; 5,000 options vest per month commencing April 1, 2021 with a term
of 5 years and exercisable at a price of $2.50 per Share. As of January 8, 2024, these options have been repriced at $0.0347.

 On December 21, 2021, the Company granted 20,000 options
to each of the two new Directors; for each, 4,000 options vested immediately and the balance vests over the remaining term of their appointment;
each with a term of 5 years and exercisable at $2.50 per share or with a 20% discount to market based on a 30-day VWAP if it falls below
$2.50, not to go below $1.75. These options are fully vested as of December 31, 2023. As of January 8, 2024, these options have been repriced
at $0.0347.

 On July 1, 2022, the Company granted 60,000 options as compensation to
the newly filled position, VP Sales and 100,000 to the VP Finance. 25,600 and 20,000 options respectively vested immediately and the remaining
options vest over one year, with a term of 5 years and exercisable at $3.00 per share. In January, 2024, the Board of Directors modified
the exercise price to $0.0347 per share.

 January 8, 2024, the Board
of Directors granted 264,000 fully vested options to the Company's CEO, with a term of 5 years and exercisable at $0.0347 per share
(70% of the 30-day Volume Weighted Average Price prior to this date). These options are the first options granted to the CEO who forewent
this compensation in the past to benefit the Company. The CEO is now aligned with the executive management compensation. At the same
time, the Board of Directors modified 528,000 fully vested shares allocated to executives, directors and former management to reflect
the same exercisable price of $0.0347 per share.

 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. In addition,
we intend to use our media and investor section on our website (www.rainmakerww.com/category/investor-updates/), SEC filings and press
releases to communicate with the public about Rainmaker, its services and other issues.

 Share Consolidation

 On September 26, 2024, the Company filed Articles
of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-twenty-five
basis. The share consolidation became effective on September 26, 2024. All share and per share amounts have been restated for all periods
presented to reflect the share consolidation.

 Overview

 Rainmaker Worldwide Inc. ("RAKR"
or the "Company") is a Nevada-based corporation that became publicly traded on July 3, 2017, following a reverse merger. The
Company specializes in energy-efficient freshwater production and purification technologies, primarily through Air-to-Water ("AW")
systems that extract water from humidity. It also offers solutions to transform contaminated or seawater into potable or reusable water.
Rainmaker focuses on providing sustainable water solutions to communities and industries globally through strategic partnerships.

 Originally, the Company operated
through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) ("RWI"), established in 2014 to commercialize its
patented water technologies. In line with its expansion strategy, Rainmaker sold a 60% stake in RWI on March 31, 2023, retaining a 40%
interest. Subsequently, on January 22, 2024, RWI acquired a 60% stake in Miranda Environmental and Water Treatment Technologies, with
plans to acquire the remaining 40% over the next two years. This acquisition significantly expanded RAKR's portfolio through its
distribution rights for Miranda's products, thereby strengthening its water treatment capabilities.

 On December 31, 2024, RWI underwent a
restructuring, during which the Company converted its investment in RWI into RWI shares. Simultaneously, RWI independently secured
new capital investment, reducing the Company's ownership in RWI to 13.65%. As a result of RWI's financial
situation—characterized by insufficient cash flow, net liabilities, and ongoing net losses—the Company decided to
impair the investment in accordance with standard accounting principles. Given these conditions, the Company determined that the
investment could not reasonably provide a sufficient return on investment (ROI) and therefore impaired the asset to zero. The
Company was fully aware of this outcome prior to the restructuring.

 Although the equity value of
this investment has been impaired, the Company continues to benefit from all of the original distribution rights, in particular for Mexico
and the United States. The Company and RWI continue will work together to maximize the value of these distribution rights. Both companies
understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely permitting for projects
that require water treatment.

 On October 9, 2024, RWI restructured
its 12% ownership of Rainmaker Holland B.V. ("RHBV") by rolling it into Rainmaker Holding B.V., reducing its stake to 5%.
Despite this reduction, the Company continues to benefit from access to RHBV's technology on a cost-plus pricing basis.

 Rainmaker's corporate
journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company underwent
a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In 2021, Rainmaker
and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. ("DRM"), and Wind en Water Technologie Holding B.V. ("WWT")
to settle financial obligations through an exchange of debt, contractual obligations, and common stock. These actions were aimed at optimizing
business operations and expanding access to capital markets.

 Today, RAKR remains committed
to delivering advanced water production and purification solutions, leveraging its innovative technologies and expanded product range,
particularly through its distribution agreements for Miranda products. The Company is focused on business development across North, South,
and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

 Miranda Acquisition

 On January 22, 2024, RWI finalized the acquisition
of Miranda. The first payment of one million USD together with 1,600,000 RAKR common shares was paid to the shareholders of Miranda.
This provided RWI with a 60% controlling interest of Miranda. The remaining two million USD is to be paid no later than 2 years from
the closing date of January 22 nd, 2024. RAKR is actively marketing Miranda products through distribution agreements with RWI,
primarily for Mexico and the United States. It is possible that RAKR will expand this territory to include Central and South America
in the future. With an expanded portfolio of products RAKR has the opportunity to increase revenue and shareholder value.

 Ongoing Approach to Sales and Marketing

 The Company's ongoing focus will be to pair
Rainmaker technologies with those of Miranda and our affiliate partners.

 The Company has generated limited revenue up to present.
Operations have been typically focused on business development, market research, technology research and development activities. The Company
had total assets of $30,725, as of December 31, 2023. As of December 31, 2024, net assets were $50,116.

 At present, the Company executes consulting
agreements with experienced executive personnel and senior advisors. Future sales will be heavily driven by independent distributors
and project developers. The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in revenue for the
year ending December 31, 2023 and had net losses of $1,056,242 and $1,229,753 for the years ended December 31, 2024 and 2023,
respectively. The losses in 2024 have been reduced by 14% compared to 2023.

 The 2024 losses are driven by operating expenses and
other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the
largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method investment and
impairment expense.

 The costs associated
with maintaining the Company's listing and current filing status with the SEC as expected are significant. The Company has
suffered recurring losses from operations, negative cash flows from operating activities and has limited resources or revenues to
cover its operating costs. The Company's auditor's report for 2024 stated that there was substantial doubt about the
Company's ability to continue as a going concern.

 Products and Services

 Overview

 Across the world, fresh water is unevenly distributed.
Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America, and
various island geographies.

 Fundamentally, the solutions are based on deploying
technology with the following attributes to ensure low-cost delivery and Company profitability:

 Versatile

 Scalable & Cost-effective

 Environmentally & Socially Sustainable

 Applying Proprietary Technology through partners and affiliates

 Air-to-Water (AW) – Harvests fresh water from
humidity by using advanced heating and cooling technologies. Through the acquisition of Miranda and RAKR's own technologies the
Company has multiple options to purify wastewater to potable water standards.

 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 purification equipment enable decentralized deployment, in which water is distributed
directly to the consumption site with no expensive piping or truck transport. Our technologies are cost-effective and can be powered by
solar, wind, or grid electricity, or a combination of power sources. AW can produce roughly 5,000 liters of water per unit, per day, depending
on the local climatic conditions.

 Cost Information

 Currently in remote locations, the principal source
of supply is bottled water. Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled water that is
transported or bulk water that is transported by truck to local communities. In most remote communities where this water is imported,
the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research. The Company's fully amortized
cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete profitably to
generate corporate value beneficial to our shareholders.

 Regulatory Information

 The global nature of our approach means that regulatory
conditions vary by jurisdiction. We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment
will be the quality of the water that is bottled and tested. The Company seeks to adhere to World Health Organization standards for clean
water using the technologies that are authorized in a particular sovereign jurisdiction.

 Business Model

 The RAKR business model typically begins with the
identification of a trusted local technology partner and distributor. The Rainmaker delivery systems will be installed by contracted local
third-party experts that are typically Heating, Ventilation and Air Conditioning ("HVAC") experts. We work with the end clients
and their general contractors to build the supporting infrastructure required for our systems (i.e. holding tanks, platforms etc.).

 In addition, over the course of the past year, we
have been 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 advance
to date is the acquisition of Miranda. On January 22, 2024, RWI finalized the acquisition of Miranda. 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 twenty years, there has been a growing
awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and
underdeveloped communities. Entities ranging from Water. Org to the United Nations (access to safe drinking water represents #6 of the
17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and
prospects for multilateral cooperation in the realms of global governance and public-private co-regulation. Common to these efforts is
the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

 The metrics that underpin the international need for
ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

 (1)

 Less than 3% of the world's water is fresh – the rest is seawater and undrinkable in its current state.

 (2)

 Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

 (3)

 People and animals rely on 0.5% of the world's water. (Source: Unwater.org - Facts and Trends: Water)

 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 $880 billion in 2023 and is expected
to expand to $1.2 trillion by 2031 (Source: Verified Market Research: www.verifiedmarketresearch.com). Water: the market of the future).
Applying RAKR's approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of that global
level of demand.

 Suppliers

 As stated previously, our principal suppliers for
the core technologies to be deployed are Miranda and 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
to diversify the Rainmaker business model.

 Competition

 The Rainmaker business model that will deliver potable
water at the source of demand is uniquely positioned to address alternative competitive models. We believe that competitive models, while
relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per
liter. By virtue of our current affiliations, we believe we have a cost per liter competitive advantage. Accordingly, on a global basis,
we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial
results in the near term. However, other companies with sufficiently greater resources may develop competing products and have an advantage
over us based on the relative size.

 Government Subsidies and Incentives

 While RAKR is not currently pursuing subsidies and
incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course. Over time,
RAKR will seek subsidies and incentives through its deployment of technology in underserved countries and particular communities within
countries.

 Intellectual Property

 We have indirect access to intellectual property assets
as a consequence of our partial ownership of and 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, 2024 and 2023

 Revenue

 Revenue was $143,725 and $78,912 for the years ended
December 31, 2024 and December 31, 2023, 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, 2024 and December
31, 2023 were as follows (in thousands):

 Years Ended
 December 31,

 Increase
 (Decrease)

 2024

 2023

 $

 %

 General and administrative expense

 $

 $

 $
 (258
)

 (41.5
)%

 Stock-based compensation expense included in general and administrative expense

 $

 $

 $
 (63
)

 (57.9
)%

 General and administrative expenses, including stock-based
compensation, for the year ended December 31, 2024 decreased $258,580, compared to the same period in 2023. This decrease primarily relates
to (1) a reduction in consulting expense of $158,583, (2) stock-based compensation decreased by $62,832, (3) a decrease of $20,782 in
general and administrative expenses, and (4) travel and entertainment expense decreased by $16,903. These decreases were offset minimally
by an increase in marketing and advertising expenses of $519. Excluding stock-based compensation, general and administrative expenses
decreased $195,748.

 Segment Information

 Effective for the fiscal year ended December 31, 2024,
the Company adopted Accounting Standards Update (ASU) ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures. This standard enhances the disclosure of segment expenses and the measures used by the Chief Operating Decision Maker
(CODM) in evaluating performance.

 As the Company has limited revenue, management continues
to evaluate its business activities to determine the most relevant financial metrics for assessing performance. Currently, the Company
operates as a single reportable segment and does not allocate material costs or expenses across multiple business units.

 The Company will continue to monitor its operational
growth and assess whether additional segment disclosures become necessary in future periods.

 Liquidity and Capital Resources

 Management's Plans

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

 Historically, the Company's major sources of
cash have comprised proceeds from various private offerings of its securities (including common stock) and debt financing. From 2015 through
to the fiscal year end date December 31, 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, 2024 and December 31, 2023, the Company had an accumulated deficit of approximately
$75.1 million and $74.1 million and stockholders' equity of approximately $(11.9) and $(10.9) million, respectively. As of December
31, 2024, the Company had approximately $116 in cash.

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

 Off-Balance Sheet Arrangements

 As of December 31, 2024, the Company had no off-balance
sheet arrangements.

 Critical Accounting Estimates

 The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical
if:

 it requires assumptions to be made that were uncertain at the time the estimate was made, and

 changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

 While we base our estimates and judgments on our experience
and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates
and the differences could be material. The most significant estimates impact the following transactions or account balances: stock compensation.

 See Note 2 in our financial statements for a discussion
of our significant accounting policies.

 Recently Issued Accounting Standards Not Yet Effective
or Adopted

 The Financial Accounting Standards Board (FASB) issued
ASU 2024-03, which amends the disclosure requirements for the disaggregation of income statement expenses. Effective for annual reporting
periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, this update requires public business
entities to provide more detailed expense disclosures, including amounts for inventory purchases, employee compensation, depreciation,
intangible asset amortization, and depletion in relevant expense captions. Entities must also disclose total selling expenses annually
and a qualitative description of non-disaggregated amounts. Early adoption is permitted. The standard can be applied prospectively or
retrospectively.

 Until December 31, 2021, the Company evaluated embedded
conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s)
should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.
If the conversion feature did not require derivative treatment under ASC 815, the instrument was evaluated under ASC 470-20 Debt with
Conversion and Other Options for consideration of any beneficial conversion features.

 Item 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, 2024, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and
procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and
forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of December 31, 2024, our disclosure controls
and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under
the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer,
to allow timely decisions regarding required disclosure.

 Management's Report on Internal Control over
Financial Reporting

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

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

 1.

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

 2.

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

 3.

 During the 2024 audit, it was necessary to record adjusting journal entries. Management has determined that the effects of the corrected misstatements are material, both individually and in aggregate, to the financial statements as a whole. The corrected misstatements or the matters underlying them could potentially cause future period financial statements to be materially misstated, even though, in the judgment of our auditor previously, such corrected misstatements are material to the financial statements under audit.

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

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

 Changes in Internal Control over Financial Reporting

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

 Limitations on Effectiveness of Controls

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

 Item 9B.

 Other Information

 None

 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 Director

 December 20, 2021

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

 Business Experience

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

 Michael O'Connor – CEO and Executive
Chairman

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

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

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

 Family Relationships

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

 Compliance with Section 16(a) of the Exchange
Act

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

 Involvement in Legal Proceedings

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

 (1)

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

 (2)

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

 (3)

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

 (4)

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

 Audit Committee

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

 Code of Ethics

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

 1.

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

 2.

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

 3.

 compliance with applicable governmental laws, rules and regulations;

 4.

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

 5.

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

 Item 11.

 Executive Compensation

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

 SUMMARY COMPENSATION TABLE

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

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards

 Option Awards (A)

 All Other Compensation

 Total

 Michael O'Connor (1)

 2024

 $

 96,000

 -

 -

 $

 23,979

 -

 $

 119,979

 CEO and Executive Chairman

 2023

 $

 143,500

 -

 -

 -

 -

 $

 143,500

 Kelly White (2)

 2024

 $

 96,000

 -

 -

 $

 -

 $

 96,000

 VP Finance

 2023

 $

 133,500

 -

 -

 $

 98,029

 -

 $

 231,529

 (A)

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

 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 appointed VP Finance since 2015.

 Other Agreements

 None.

 Outstanding Equity Awards at Fiscal Year End

 The following table sets forth the number of shares
of common stock covered by outstanding stock option awards that are exercisable and unexercisable, and the number of shares of common
stock covered by unvested restricted stock awards for each of our named executive officers as of December 31, 2024.

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

 Option Awards

 Name

 Number of Securities Underlying Unexercised Options(#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

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

 Option Exercise Price ($)

 Option Expiration Date

 Michael O'Connor

 264,000

 -

 -

.0347

 2029

 Kelly White (exp.date'26)

 164,000

 -

 -

.0347

 2026

 Kelly White (exp.date'27)

 100,000

 -

 -

.0347

 2027

 Equity Awards

 On January 8, 2024, the Company granted its Chief
Executive Officer (CEO) a one-time award of 264,000 stock options. These options were fully vested upon grant and had a total fair market
value of $23,979 as of the grant date. The options have an exercise price of $.0347 per share, which was equal to the fair market value
of the Company's common stock on the grant date, and will expire on January 8, 2029, unless exercised earlier in accordance with
the plan terms. This grant was designed to recognize the CEO's leadership and contributions to the Company while aligning their
interests with those of shareholders. No other equity-based awards were granted to named executive officers during the fiscal year ended
December 31, 2024.

 Director Compensation

 The Company did not provide any standard
compensation, including cash retainers, equity awards, or other benefits, to its directors for the fiscal year ended December 31, 2024.
No stock options, restricted stock units, or other equity-based incentives were granted to members of the Board of Directors during this
period.

 However, James Ross, a member of the Board
of Directors, has a separate consulting agreement with the Company. Under this agreement, Mr. Ross provides strategic advisory services
in exchange for $3,000 per month. This agreement was approved by the Board and is subject to the Company's related-party transaction
policies.

 The Board continues to evaluate director compensation policies
in alignment with the Company's growth strategy and governance practices.

 Item 12.

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

 As of March 31, 2025, the Registrant had 46,922,665
shares of common stock issued.

 The following table sets forth certain information
regarding the beneficial ownership of our common stock as of March 31, 2025:

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

 each of our directors;

 each of our executive officers and significant
employees; and

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

 Under the rules of the Securities and Exchange Commission,
beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable under stock options,
warrants and convertible securities that are exercisable/convertible within sixty (60) days of March 31, 2025. Those shares issuable
under stock options, warrants and/or convertible securities are deemed outstanding for computing the percentage of each person holding
options, warrants and/or convertible securities but are not deemed outstanding for computing the percentage of any other person. The percentage
of beneficial ownership schedule is based upon 46,922,665 shares outstanding as of March 31, 2025. The address for those individuals
for which an address is not otherwise provided is c/o Rainmaker Worldwide Inc., East Sunset Road, Suite 5, Las Vegas, NV. To our knowledge,
except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table
have sole voting power and investment power with respect to all shares of common stock listed as owned by them.

 Name and Address of Beneficial Owner

 Number

 Percent of Class

 Outstanding

 James Ross, Director

 26,666

 0.06
 %

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

 15,783,014

 33.25
 %

 Kelly White, VP Finance (2)

 12,078,440

 25.44
 %

 Executive officers, directors and significant employees as a group (3 persons directly above)

 27,888,120

 58.75
 %

 (1)(2)

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

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

 Director Independence

 We currently act with two directors, Michael O'Connor
and James Ross. Mr. Ross qualifies as an "independent director".

 Item 14.

 Principal Accounting Fees and Services

 The aggregate fees billed for the most recently completed
fiscal year ended December 31, 2024 and for fiscal year ended December 31, 2023 for professional services rendered by the principal accountant
for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q
and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:

 Year Ended

 December 31,

 2024

 2023

 $

 $

 Audit Fees

 23,500

 22,000

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 17,250

 15,750

 Total

 40,750

 37,750

 Fees for the year ended December 31, 2024 and 2023
relate to M&K CPAS, PLLC, the Company's auditor.

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

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

 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

 (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.

 RAINMAKER WORLDWIDE INC.

 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-7 – F-22

 F- 1

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of Rainmaker Worldwide, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Rainmaker Worldwide,
Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, stockholders'
equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in
the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

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

 Basis for Opinion

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

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

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

 Critical Audit Matter

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

 Going Concern

 As discussed in Note 1 to the consolidated financial statements, the Company
has incurred continuing losses from operations and has a significant accumulated deficit.

 Auditing management's evaluation of a going concern can be a significant
judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

 To evaluate the appropriateness of the going concern, we examined and evaluated
the financial information that was the initial cause along with management's plans to mitigate going concern and management's
disclosure on going concern.

 /s/ M&K CPAS, PLLC

 M&K CPAS, PLLC

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

 The Woodlands, TX

 March 31, 2025

 F- 2

 RAINMAKER WORLDWIDE INC.

 (Formerly Gold and Silver Mining of Nevada Inc.)

 Balance Sheets

 December 31

 December 31

 2024

 2023

 Assets

 Current Assets

 Cash

 $

 $

 Other receivables

 50,000

 5,594

 Prepaid expenses

 -

 25,000

 Total Current Assets

 50,116

 30,725

 Total Assets

 $
 50,116

 $
 30,725

 Liabilities and Stockholders' Equity (Deficit)

 Current Liabilities

 Accounts payable

 $
 136,866

 $
 172,515

 Related party payables

 843,449

 1,607,896

 Accrued liabilities

 468,873

 195,147

 Customer deposits

 112,500

 112,500

 Contingent liability

 4,423,910

 4,423,910

 Convertible notes payable, net of discount of $ 0 and $ 8,960

 4,374,111

 4,034,415

 Convertible notes payable-related parties, net of discount of $ 1,915 and $ 0

 324,918

 -

 Convertible notes payable

 324,918

 -

 Notes payable - related parties

 68,000

 73,516

 Derivative liabilities

 -

 208,142

 Total Current Liabilities

 10,752,627

 10,343,413

 Long Term Payables

 Long term notes payable – related parties

 640,000

 -

 Total Long Term Payables

 640,000

 -

 Total Liabilities

 $
 11,392,627

 $
 10,828,041

 Mezzanine Equity

 Preferred stock - $ 0.001 par value; stated value $ 1.00; 1,000,000 Authorized shares: Series A; 150,000 issued and outstanding at December 31, 2024 and 2023.

 $

 $

 Preferred Stock Payable

 -

 Total Mezzanine Equity

 $
 580,000

 $

 Stockholders' Equity (Deficit)

 Common stock - $ 0.001 par value; 500,000,000 authorized at December 31, 2024 and 2023; 19,987,241 outstanding at December 31, 2024 and 2023

 $

 $

 Additional paid-in capital

 63,178,161

 63,121,114

 Stock receivable

 -

 ( 24,000
)

 Accumulated deficit

 ( 75,120,659
)

 ( 74,064,417
)

 Total Stockholders' Equity (Deficit)

 $
 ( 11,922,511
)

 $
 ( 10,947,316
)

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 50,116

 $
 30,725

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

 F- 3

 RAINMAKER WORLDWIDE INC.

 (Formerly Gold and Silver Mining of Nevada Inc.)

 Statements of Operations and Comprehensive Loss

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Revenue

 $
 143,725

 $
 78,912

 Cost of Goods Sold

 143,725

 61,940

 Gross Margin

 -

 16,972

 Expenses

 General and administrative expense

 364,589

 $
 623,170

 Total Expenses

 364,589

 623,170

 Loss from Operations

 ( 364,589
)

 ( 606,198
)

 Other income (expense)

 Other income

 63,761

 -

 Income (loss) from write-off of prepaid expenses

 ( 25,000
)

 -

 Interest expense

 ( 639,591
)

 ( 398,850
)

 Amortization of debt discount

 ( 333,878
)

 ( 453,687
)

 Initial derivative expense

 ( 572,415
)

 -

 Change in derivative liabilities expense

 1,096,092

 215,827

 Loss on equity method investment

 ( 191,471
)

 -

 Impairment expense

 ( 89,151
)

 -

 Total other income (expense)

 ( 691,653
)

 ( 636,710
)

 Loss from continuing operations

)

 ( 1,242,908
)

 Discontinued operations:

 Loss from operations of discontinued operations

 -

 13,155

 Total discontinued operations

 -

 13,155

 Net income (loss)

 $
)

 $
)

 Net loss per share:

 Basic and diluted

 $
 ( 0.0528
)

 $
 ( 0.094
)

 Weighted average number of common shares outstanding:

 Basic and diluted

 13,075,688

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

 F- 4

 RAINMAKER WORLDWIDE
INC.

 (Formerly Gold and Silver Mining of Nevada Inc.)

 Statements of Stockholders' Equity (deficit)

 Amount

 capital
 ($)

 Payable -
 Preferred

 Amount ($)

 capital ($)

 Stock
 Receivable

 Deficit ($)

 comprehensive
 income ($)

 Total

 Mezzanine Equity

 Series A Preferred Stock

 Additional

 Stock

 Common Stock

 Additional

 Accumulated
 other

 Amount

 capital
 ($)

 Payable -
 Preferred

 Amount ($)

 capital ($)

 Stock
 Receivable

 Deficit ($)

 comprehensive
 income ($)

 Total

 Balance, December 31, 2022

 -

 -

 -

 -

 6,431,909

 6,432

 62,155,208

 -

 ( 72,834,664
)

 372,649

 ( 10,300,375
)

 Conversion of convertible promissory notes

 -

 -

 -

 -

 11,955,332

 11,955

 451,431

 -

 -

 -

 463,386

 Stock-based compensation

 -

 -

 -

 -

 -

 -

 108,581

 -

 -

 -

 108,581

 Issuance of Common Stock for acquisition

 -

 -

 -

 -

 1,600,000

 1,600

 46,400

 ( 24,000
)

 -

 -

 24,000

 Issuance of Series A preferred stock for cash

 $
 150.00

 $

 -

 -

 -

 -

 -

 -

 -

 -

 Foreign currency translation re disposal of foreign subsidiary

 -

 -

 -

 -

 -

 -

 359,494

 -

 -

 ( 372,649
)

 ( 13,155
)

 Net gain (loss) for the period

 -

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Balance, December 31, 2023

 $

 $

 $
 -

 63,121,114

 ( 24,000
)

 ( 74,064,417
)

 -

 ( 10,947,316
)

 Balance

 $

 $

 $
 -

 63,121,114

 ( 24,000
)

 ( 74,064,417
)

 -

 ( 10,947,316
)

 Mezzanine Equity

 Series A Preferred Stock

 Additional

 Stock

 Common Stock

 Additional

 Accumulated
 other

 Amount

 capital
 ($)

 Payable -
 Preferred

 Amount ($)

 capital ($)

 Stock
 Receivable

 Deficit ($)

 comprehensive
 income ($)

 Total

 Stock-based compensation

 45,749

 45,749

 Settlement of derivative liability

 11,298

 11,298

 Stock payable-Preferred

 -

 Receipt of funds owed

 24,000

 24,000

 Net gain (loss) for the period

 -

 -

 -

 -

)

 -

)

 Net gain (loss)

 -

 -

 -

 -

)

 -

)

 Balane, December 31, 2024

 $

 $

 $

 $

 $
 63,178,161

 $
 -

 $
 ( 75,120,659
)

 $
 -

 $
 ( 11,922,511
)

 Balance

 $

 $

 $

 $

 $
 63,178,161

 $
 -

 $
 ( 75,120,659
)

 $
 -

 $
 ( 11,922,511
)

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

 F- 5

 RAINMAKER WORLDWIDE
INC.

 (Formerly Gold and Silver Mining of Nevada Inc.)

 Statements of Cash Flows

 2024

 2023

 Year
 Ended December 31,

 2024

 2023

 CASH
 FLOWS FROM OPERATING ACTIVITIES

 Net
 income (loss)

 $
)

 $
)

 Adjustments
 to reconcile net income (loss) to net cash used for operating activities:

 Impairment
 expense

 89,151

 -

 Stock-based
 compensation

 45,749

 132,581

 Initial
derivative

 572,415

 -

 (Income)/Loss from equity method investment

 191,471

 -

 Discount
 amortization

 333,878

 453,687

 Change in
 fair value of derivative liabilities

 ( 1,096,092
)

 ( 215,827
)

 Change in
 operating assets and liabilities:

 Accounts
 receivable

 ( 44,406
)

 ( 67
)

 Prepaid expenses,
 prepaid expenses related parties

 25,000

 5,381

 Accounts
 payable, related party payables and accrued liabilities

 889,186

 714,236

 CASH
 USED FOR OPERATING ACTIVITIES

 ( 49,890
)

 ( 139,762
)

 CASH
 FLOWS FROM INVESTING ACTIVITIES

 Promissory note issuance-related party

 ( 400,000
)

 -

 Cash
repaid from related party note issuance

 7,000

 -

 CASH
 USED FOR INVESTING ACTIVITIES

 ( 393,000
)

 -

 CASH
 FLOWS FROM FINANCING ACTIVITIES

 Proceeds
 from preferred subscription

 Borrowed on debt

 -

 ( 50,000
)

 Stock
issued for cash

 24,000

 -

 Payments
on debt

 ( 11,125
)

 -

 Borrowed on debt-related
 party

 -

 ( 10,082
)

 Repayments on other loans
 payable

 -

 56,000

 CASH
 PROVIDED BY FINANCING ACTIVITIES

 442,875

 145,918

 Effect
 on Foreign Currency Exchange

 -

 ( 13,155
)

 NET
 INCREASE (DECREASE) IN CASH

 ( 15
)

 ( 6,999
)

 CASH
 AT BEGINNING OF YEAR

 7,130

 CASH
 AT PERIOD END

 $

 $

 NON-CASH
 TRANSACTIONS

 Shares issued
 for conversion

 -

 463,386

 Receipts
 of prepaid inventory

 -

 -

 Share cancellation

 -

 -

 Conversion of AP-Related Party to Convertible Notes Payable-Related Party

 326,833

 -

 Conversion of AP-Related Party to Notes Payable-Related Party

 640,000

 -

 Debt swap with RWI

 112,378

 -

 Amendment
 to convertible note

 341,861

 918,154

 Settlement of derivative by repayment of convertible note

 11,298

 -

 Divestiture of RWI

 -

 359,494

 Initial
Derivative/Debt Discount

 326,833

 124,897

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

 F- 6

 Note
1: Nature of Operations and Going Concern

 Nature
of Operations

Worldwide Inc. ("RAKR" or the "Company") is a Nevada corporation specializing in energy-efficient freshwater
production and purification technologies. The Company utilizes Air-to-Water ("AW") systems that extract water from atmospheric
humidity and offers a wide range of solutions to transform contaminated or seawater into potable or reusable water. Through its strategic
partnerships, Rainmaker focuses on providing sustainable water solutions to communities and industries globally.

 At
present, the Company executes consulting agreements with experienced executive personnel and senior advisors. Future sales will be
heavily driven by independent distributors and project developers. The Company had $ 143,725
in revenue for the year ending December 31, 2024, and $ 78,912
in revenue for the year ending December 31, 2023. Net losses for the years ended December 31, 2024, and 2023, were $ 1,056,242
and $ 1,229,753,
respectively. The losses in 2024 have been reduced by 14% compared to 2023. The 2024 losses are driven by operating expenses and
other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity
method investment and impairment expense.

 The
costs associated with maintaining the Company's listing and current filing status with the SEC remain significant. The Company
has suffered recurring losses from operations, negative cash flows from operating activities, and has limited resources or revenues to
cover its operating costs. As of December 31, 2023, the Company had total assets of $ 30,725, which increased to $ 50,116 as of December
31, 2024. However, the Company's auditor's report for 2024 stated that there was substantial doubt about the Company's
ability to continue as a going concern.

 Company
History

Worldwide Inc. ("RAKR" or the "Company") is a Nevada-based corporation that became publicly traded on July 3,
2017, following a reverse merger. The Company specializes in energy-efficient freshwater production and purification technologies, primarily
through Air-to-Water ("AW") systems that extract water from humidity. It also offers solutions to transform contaminated
or seawater into potable or reusable water. Rainmaker focuses on providing sustainable water solutions to communities and industries
globally through strategic partnerships.

 Originally,
the Company operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc. (Ontario) ("RWI"), established in 2014
to commercialize its patented water technologies. In line with its expansion strategy, Rainmaker sold a 60 % stake in RWI on March 31,
2023, retaining a 40 % interest. Subsequently, on January 22, 2024, RWI acquired a 60 % stake in Miranda Environmental and Water Treatment
Technologies, with plans to acquire the remaining 40 % over the next two years. This acquisition significantly expanded RAKR's portfolio
through its distribution rights for Miranda's products, thereby strengthening its water treatment capabilities.

 On
December 31, 2024, RWI underwent a restructuring, during which the Company converted its investment in RWI into RWI shares.
Simultaneously, RWI independently secured new capital investment, reducing the Company's ownership in RWI to 13.65 %. As a
result of RWI's financial situation—characterized by insufficient cash flow, net liabilities, and ongoing net
losses—the Company decided to impair the investment in accordance with standard accounting principles. Given these
conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and
therefore impaired the asset to zero. The Company was fully aware of this outcome prior to the restructuring.

 Although
the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights,
in particular for Mexico and the United States. The Company and RWI continue will work together to maximize the value of these distribution
rights. Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely
permitting for projects that require water treatment.

 On
October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V. ("RHBV") by rolling it into Rainmaker Holding
B.V., reducing its stake to 5%. Despite this reduction, the Company continues to benefit from access to RHBV's technology on a
cost-plus pricing basis.

 Rainmaker's
corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company
underwent a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In
2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. ("DRM"), and Wind en Water Technologie
Holding B.V. ("WWT") to settle financial obligations through an exchange of debt, contractual obligations, and common stock.
These actions were aimed at optimizing business operations and expanding access to capital markets.

 Today,
RAKR remains committed to delivering advanced water production and purification solutions, leveraging its innovative technologies and
expanded product range, particularly through its distribution agreements for Miranda products. The Company is focused on business development
across North, South, and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

 Going
Concern

 The
Company has incurred continuing losses from its operations and has an accumulated deficit of $ 75,120,659. There are no assurances the
Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet
its current operating costs and required debt service. If the Company is unable to obtain sufficient amounts of additional capital, it
may be required to reduce the scope of its business, which could harm its financial condition and operating results. These conditions
raise substantial doubt about the Company's ability to continue ongoing operations. These financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

 The
Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining
additional financing. Management's plans include seeking to procure additional funds through debt and equity financing to enable
it to meet its operating needs including current and future sales orders. In addition, revenues are being forecasted at the operational
level.

 F- 7

 Share
Consolidation

 On
September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of
its issued and outstanding common shares on a one-for-twenty-five basis. The share consolidation became effective on September 26, 2024.
All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

 Note
2: Significant Accounting Policies

 Basis
of Preparation

 The
financial statements presented are for the entity Rainmaker. The financial statements have been prepared in accordance with United States
Generally Accepted Accounting Principles ("GAAP").

 The
preparation of the financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

 Foreign
Currency Translation

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

 Intangible
Assets

 No
Intangible Assets.

 Property
and Equipment

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

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

 Schedule of Estimated Useful Lives of Property and Equipment

 Leasehold
 Improvements – lesser of 10 years or lease duration

 Manufacturing
 Equipment – 5 years

 Office
 Furniture & Equipment – 5 years

 Demonstration
 Equipment – 10 years

 Intellectual
 Property – 14 years

 Computer
 Software – 5 years

 Derivative
Financial Instruments

 The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives.

 For
derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value
and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based
simple derivative financial instruments, the Company used a Monte Carlo simulation model to value the derivative instruments at inception
and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is re-assessed at the end of each reporting period.

 F- 8

 Debt
Issue Costs and Debt Discount

 The
Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs
may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense over the life of the debt.
If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 Demonstration
Equipment

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

 Depreciation
of the demonstration equipment is at a rate estimated to write off the cost of the equipment less its estimated residual value by an
equal annual amount over its expected useful life. The residual value and expected useful life of the demonstration equipment is reviewed
and adjusted, if appropriate, at the end of each reporting period.

 Revenue
Recognition

 In
May 2014, the FASB issued an accounting standard update ('ASU"), 2014-09, Revenue from Contracts with Customers (Topic 606).
This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized
to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in
exchange for those goods or services. On January 1, 2018, the Company adopted the new Accounting Standards Codification ("ASC")
606, Revenue from Contracts with Customers using the modified retrospective method, and the Company determined the new guidance does
not change the Company's policy of revenue recognition.

 The
Company generates its revenue through the direct sales of water production and purification systems. A contract with a customer is established
once an agreement is signed and the initial down payment is received. Each transaction price is established in the signed contract. Unearned
revenue is recognized upon receipt of the down payment for the system. The revenue is recognized once title of the system transfers to
the customer. The nature of the business of equipment sales implies there is only one performance obligation, which is delivery of the
product to the customer. Our contracts outline each party's rights and obligations, including the terms and timing of payments.
Another source of revenue is in exchange for operating, maintenance and professional services. That revenue is recognized in the period
it is earned.

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

 Revenues
recognized at December 31, 2024 and December 31, 2023 are $ 143,725 and $ 78,912 respectively.

 Related
Party Transactions

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

 F- 9

 Share-based
Payment Expense

 The
Company follows the fair value method of accounting for stock awards granted to employees, directors, officers, and consultants. Share-based
awards for employees are measured at the fair value of the related share-based awards. Share-based payments to others are valued based
on the related services rendered or goods received or if this cannot be reliably measured, on the fair value of the instruments issued.
Issuances of shares are valued using the fair value of the shares at the time of grant; issuances of options are valued using the Black-Scholes
model with assumptions based on historical experience and future expectations.

 Financial
Liabilities and Equity Instruments

 Financial
liabilities and equity instruments are classified and accounted for as debt or equity according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all
of its liabilities.

 Marketing,
Advertising and Promotional Costs

 As
required by Generally Accepted Accounting Principles of the United States, the Company records marketing costs as an expense in the year
to which such costs relate. The Company does not defer amounts on its year-end balance sheets with respect to marketing costs. Advertising
costs are expensed as incurred.

 Use
of Estimates

 The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of expenses during the year. Management bases its estimates on historical experience and on other assumptions
considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

 Loss
per Share

 The
Company reports loss per share in accordance with ASC 260, "Earnings per Share". Basic loss per share is computed by dividing
net loss by the weighted average number of common stock outstanding during each period. Diluted loss per share is computed by dividing
net loss by the weighted average number of shares of common stock and other potentially dilutive securities outstanding during the year.
 The Company has options, debentures and other potentially dilutive instruments extending to the latest date of January 8, 2029.

 Income
Taxes

 The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine
deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities
by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates
on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 The
Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making
such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary
differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we will
be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred
tax asset valuation allowance, which would reduce the provision for income taxes.

 The
Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether
it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for
those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is
more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 Income
tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted by the date of the statement of financial position.

 F- 10

 Equity-Settled
Transactions

 The
costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

 The
costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the
vesting date"). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date
and reflects the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge
or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding
amount is represented in share-based compensation reserve.

 No
expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition,
which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or
service conditions are satisfied.

 Where
the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified.
An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement
or is beneficial to the employee as measured at the date of modification.

 Inventory

 Inventory
and work in progress are valued at the lower of cost and net realizable value. The production cost of inventory includes an appropriate
proportion of depreciation and production overheads based on the ratio of indirect vs. direct costs. Cost is determined on the following
bases: Raw materials and consumables are valued at cost on a first in, first out (FIFO) basis; finished products are valued at raw material
cost, labor cost and a proportion of manufacturing overhead expenses.

 Financial
Instruments

 ASC
820 "Fair Value Measurements and Disclosures" provides the framework for measuring fair value. That framework provides a
fair value hierarchy prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable
inputs (level 3 measurements).

 Fair
value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a
liability in an orderly transaction between market participants.

 Fair
value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or
liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

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

 Level
2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in
markets that are not active, or other inputs that are observable, either directly or indirectly.

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

 The
Company's policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that
caused the transfer. There were no such transfers during the periods being reported.

 F- 11

 Customer
Concentration

 Due
to the infancy of the Company's market penetration, current sales are concentrated on a limited number of customers, regions and
sectors.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company maintains
the majority of its cash accounts at a commercial bank. Cash balances are insured by the Canada Deposit Insurance Corporation ("CDIC")
up to CAD 100,000 per commercial bank. From time to time, cash in deposit accounts may exceed the insurance limits thus the excess would
be at risk of loss. For the purposes of the statement of cash flows we consider all cash and highly liquid investments with maturities
of 90 days or less to be cash equivalents. As of December 31, 2024, the Company had no cash equivalents.

 Customer
Deposits

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

 Segment
Reporting

for the fiscal year ended December 31, 2024, the Company adopted ASC 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures. The Company operates as a single reportable segment, as its activities primarily focus on the development and commercialization
of water production and purification technologies. Due to minimal revenue and the early stage of operations, significant expenses are
primarily corporate in nature and not allocated across multiple business units. The Company will continue to assess its segment reporting
as operations expand.

 Note
3 – Equity Investment

 RAINMAKER
WORLDWIDE INC. (ONTARIO)(RWI)

 On
April 1, 2023, RAKR divested 60 %
interest in RWI. On January 16, 2024, RAKR entered into an agreement with RWI to acquire Miranda Environmental and Water Treatment
Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. ("Miranda") in Ankara,
Turkey. This required RAKR to invest $ 400,000
into RWI to execute this acquisition. This investment was considered an Equity Investment. On December 31, 2024, under a Debt
Swap and Conversion Agreement, RWI assumed $ 112,378
owed by RAKR to RWI and four affiliated parties thereby reducing its investment in RWI. The remaining balance of the investment was
then converted into shares of RWI, which—together with RWI's simultaneous restructuring—resulted in the
Company's ownership decreasing to 13.65 %,
no longer considering the investment as an Equity Investment.

 Schedule
of Equity Investment

 Location

 Percentage

 Ownership

 December
 31,

 2024

 December
 31,

 2023

 Carrying
 Value as of

 Location

 Percentage

 Ownership

 December
 31,

 2024

 December
 31,

 2023

 Worldwide Inc.

 Ontario,
 Canada

 13.65 %

 Initial
 investment cost

 $

 400,000

 -

 Less:
 Distributions

 7,000

 -

 Less:
 debt applied

 112,378

 -

 Less:
 Equity method investment losses

 191,471

 -

 Less:
 Impairment expense

 89,151

 -

 Carrying
 value of investment

 $

 -

 -

 F- 12

 Impairment of Investment in RWI

 Based on the information available, we have decided to impair the asset
in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI's financials reflect insufficient
cash, a net liability position, and ongoing net losses. Given these circumstances, we believe it is unlikely that the investment will
generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss
of the equity method investment. As a result, we have impaired this asset to zero. The Company was well aware of this position in advance
of the restructuring. More important than the equity value to the Company is the strategic value of the asset that is expected to jointly
generate future revenues and technological advancements. While this cannot be guaranteed, the Company and RWI continue to work together
to advance the value of both businesses. The nature of the water infrastructure business is a long sales cycle depending on factors such
as developers receiving permits in a timely fashion for projects that would require water treatment. (see also Note 11 and 17).

 Note
4: Convertible Notes Payable

 The
Convertible Notes Payable are defined below.

 A
$ 8,200 convertible note that came into the Company through the July 3, 2017 merger. Accrued interest to December 31, 2024, was $ 3,072.

 On
September 14, 2020, the Company issued a Senior Secured Convertible Promissory Note in the amount of $ 3,105,897 bearing interest of 10 %
per annum with a maturity date of 3 years from the anniversary date of the funding advance and is convertible into shares of Common Stock
equal to 85 % multiplied by the average of the 5 closing prices of the Common Stock immediately preceding the Trading Day that the Company
receives a Notice of Conversion with a floor price of $ 0.15. On October 1, 2020, the amount of $ 1,850,000 was advanced to the Company.
The balance of the principal of this note is made up of the principal and interest on the existing promissory notes totaling $ 1,100,000
(1), and the principal and interest on the existing note issued August 4, 2020, in the amount of $ 150,000 (2). Each of the existing notes,
(1) and (2), are deemed to be cancelled and are replaced by the note in the amount of $ 3,105,896.72 described above. The company evaluated
the note for a beneficial conversion feature at the date of issuance noting that there was no BCF related. The security interest of this
loan is junior and subordinate to all existing security. On September 14, 2023, an amendment to this loan was signed agreeing to roll
the accrued interest to date of $ 918,154.10 into the principal amount resulting in total principal of $ 4,024,050.82 (the "New Principal
Amount"). The maturity date was extended to March 14, 2024. On March 14, 2024, a second amendment to this loan was signed agreeing
to roll the accrued interest to date of $ 200,651 into the principal amount resulting in a total principal amount of $ 4,224,702 (the "New
Principal Amount 2"). The maturity date was extended to July 14, 2024. On July 14, 2024, a third amendment to this loan was signed
agreeing to roll the accrued interest to date of $ 141,209 into the principal amount resulting in a total principal amount of $ 4,365,911
(the "New Principal Amount 3"). The maturity date was extended to January 14, 2025. As of December 31, 2024, the accrued
interest for this note was $ 203,344.

 On
June 28, 2022, the Company issued a convertible promissory note in the amount of $ 64,250 bearing interest of 10 % per annum with a maturity
date of one year ( June 28, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following the
date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price during
the 10-trading day period). The Company has the right to prepay any time before maturity. The Agreement was signed on June 28 th
 and ultimately funded on July 6, 2022. During Q1, 2023, the principal amount of this note ($ 64,250) plus all accrued interest ($ 3212.50)
was fully converted into 1,422,193 common shares. This note had an Original Issue Discount of $ 4,250 and as of February 21, 2023, it
was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the conversions.

 On
July 26, 2022, the Company issued a convertible promissory note in the amount of $ 35,000 bearing interest of 10 % per annum with a maturity
date of one year ( July 26, 2023) and has the option to convert into shares of Common Stock any time following the date of the Note and
ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price during the 10-trading day
period). The Company has the right to prepay any time before the 180 th day. During Q1, 2023, the principal amount of this
note ($ 35,000) plus all accrued interest ($ 1,822.47) was fully converted into 716,675 common shares. This note had an Original Issue
Discount of $ 2,500 and as of February 13, 2023, it was fully amortized. The conversions were within the terms of the agreement and no
gain or loss was recognized on the conversions.

 On
September 12, 2022, the Company issued a convertible promissory note in the amount of $ 49,250 bearing interest of 10 % per annum with
a maturity date of one year ( September 12, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days
following the date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading
price during the 10-trading day period). The Company has the right to prepay any time before the 180 th day. During Q1, 2023,
there were conversions totaling $ 37,800 leaving a principal balance of $ 11,450. These conversions converted into 1,284,570 common shares.
During Q2, 2023, the remaining principal balance and accrued interest were converted into 705,566 shares. This note had an Original Issue
Discount of $ 4,250 and as of May 22, 2023, it was fully amortized. The conversions were within the terms of the agreement and no gain
or loss was recognized on the conversions.

 F- 13

 On
October 25, 2022, the Company issued a convertible promissory note in the amount of $ 44,250 bearing interest of 10 % per annum with a
 maturity date of one year ( October 25, 2023) and has the option to convert into shares of Common Stock any time beginning 180 days following
the date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price
during the 10-trading day period). The Company has the right to prepay any time before the 180 th day. During Q2, 2023, this
note including accrued interest was fully converted into 3,291,314 shares. This note had an Original Issue Discount of $ 4,250 and as
of June 20, 2023, was fully amortized. The conversions were within the terms of the agreement and no gain or loss was recognized on the
conversions.

 On
February 21, 2023, the Company issued a convertible promissory note in the amount of $ 44,250 bearing interest of 10 % per annum with a
 maturity date of one year ( February 21, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following
the date of the Note and ending on the maturity date. Conversion price is calculated at 65 % of the Market Price (lowest trading price
during the 10-trading day period). The Company has the right to prepay any time before the 180 th day. During Q3, 2023, this
note went through conversions reducing the principal amount by $ 44,230, converting into 3,806,084 common shares. This note had an Original
Issue Discount of $ 4,250 and as of December 31, 2023, it is fully amortized. During Q4, 2023, the remaining principal amount of the note
in the amount of $ 20 and accrued interest of $ 2,213 were converted into 228,974 common shares. The conversions were within the terms
of the agreement and no gain or loss was recognized on the conversions.

 On
May 8, 2023, the Company issued a convertible promissory note in the amount of $ 21,000 bearing interest of 12 % per annum with a maturity
date of one year ( May 8, 2024) and has the option to convert into shares of Common Stock any time beginning 180 days following the date
of the Note and ending on the maturity date. The conversion price is calculated at 61 % of the Market Price (lowest trading price during
the 20-trading day period). The Company has the right to prepay any time before maturity. This note had an Original Issue Discount of
$ 5,000 and as of March 31, 2024, it is fully amortized. As of December 31, 2023, $ 9,875 was converted into 500,000 common shares leaving
the remaining principal balance of $ 11,125. The conversions were within the terms of the agreement and no gain or loss was recognized
on the conversions. During the first quarter of 2024, this note was paid in full including interest of $ 3,675.

 On
January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives
and management of the Company totaling $ 326,883
 reflecting amounts due for services provided
pursuant to the terms of Consulting Agreements between the Holders and the Company. Each note is a one-year
 term, carrying an interest rate of 10 %
per annum and will convert at a fixed rate of $ 0.0347
 per share. The debt discount as of December 31,
2024, is $ 2,123.
As of December 31, 2024, accrued interest for these notes was $ 31,972.

 F- 14

 Note
5: Notes Payable, Related Parties

 Promissory
notes dated November 6, 2016, with a principal amount of $ 13,516 are due and bear interest of 5 % and are payable on demand. On December
31, 2024, $ 5,516 was repaid as part of a Debt Swap Agreement entered into with RWI including accrued interest of $ 2,507 (described in
Note 3 and Note 17). The principal balance remaining is $ 8,000 with accrued interest to December 31, 2024, in the amount of $ 3,637.

 In
2017 compensation was due to members of the executive management team in the amount of $ 312,000. In support of the growth of the Company,
those executive team members agreed to defer receipt of payment by converting into loans that bear interest of 4 %. $ 60,000 principal
and accrued interest of $ 17,471 remains as of December 31, 2024.

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

 On
January 8, 2024, to alleviate the payables burden on the Company, executives agreed to, and the Company issued three long-term promissory
notes totalling $ 640,000.
Each note is a two-year term, carrying an interest rate of 10 %
per annum. The notes can become convertible notes at a fixed conversion rate of $ 0.0347 per share if the Company and the holder both agree. As
of December 31, 2024, accrued interest for these notes is $ 62,597.

 Also
on January 8, 2024, the Company, as part of a debt restructuring, issued four convertible promissory notes for payables owed to executives
and management of the Company totalling $ 326,883 (see Note 4 for details).

 Note
6: Other Loans Payable

 On
February 2, 2021, the company entered into a short-term loan agreement in the amount of $ 50,000 at an annual interest rate of 5 % and
due February 1, 2022. It was agreed to extend the due date to February 2, 2023. By mutual agreement, the note was extended for an additional
term of six months and therefore would expire August 2, 2023. The terms and conditions remained the same except for a change in the interest
rate from 5 % to 12 %. During Q2, 2023, the principal portion of this loan was repaid leaving only accrued interest owing in the amount
of $ 6,694. As of December 31, 2024, this accrued interest remains outstanding.

 Note 7: Derivative Liabilities

 During the quarter, on September 26, 2024, the Company
executed a 1-for-25 reverse stock split, which resulted in a reduction in the total number of outstanding shares. As a result of this
reverse stock split, the Company's previously outstanding derivative instruments, which were tied to the conversion of shares, are
now fully convertible. Consequently, all potential conversion rights are now exercisable, and the associated derivative liabilities have
been extinguished as of the reverse stock split date. Accordingly, the Company no longer recognizes derivative liabilities in its financial
statements.

 Schedule of Derivative Liabilities and Fair Value

 Derivative liabilities (fair value)

 Beginning Balance

 $
 208,142

 Change due to Issuances

 899,248

 Change due to Conversions

 ( 11,298
)

 Mark-to-market

 ( 885,269
)

 Gain on derivatives-convertible notes

 ( 206,358
)

 Gain on derivatives-warrants

 ( 4,465
)

 Fair Value Balance December 31, 2024

 $
 -

 Note
8: Intellectual Property

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

 Note
9: Property and Equipment

 Demonstration
Equipment

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

 F- 15

 Note
10: Common Stock

 Common
Stock

 On
September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of
its issued and outstanding common shares on a one-for-twenty-five basis. The share consolidation became effective on September 26, 2024.
All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

 As
at December 31, 2024, the Company had authorized 501,000,000 shares, of which 500,000,000 shares are Common Stock with a par value of
$ 0.001 per share and 1,000,000 shares are Preferred Stock (see Note 17) with a par value of $ 0.001 per share.

 At
December 31, 2024, 19,987,241 common stock was issued and outstanding. The following table details the number of common stock issued:

 Schedule
of Common Stock

 Number of Stock

 Balance, December 31, 2022

 6,431,865

 Conversion of convertible promissory notes

 11,955,376

 Common shares issued for acquisition

 1,600,000

 Balance, December 31, 2023

 Common shares issued for acquisition

 1,600,000

 Balance, December 31, 2024

 During
2023, the Company issued 11,955,376 shares upon conversions of convertible promissory notes (see Note 4 for details). No shares have
been issued this fiscal year to December 31, 2024.

 Note
11: Related Party Transactions

 Outstanding
compensation and expense reimbursements due to consultants engaged by the Company $ 843,449 (2023: $ 1,607,896).

 Refer
to other related party payables in Note 4 and Note 5.

 The
Company (the lender) signed a loan agreement with RHBV (the borrower) on June 21, 2022. RAKR agreed to a two-year loan facility with
an interest rate of 8 % with interest only payments until a bullet payment is made for the principal on the due date. Provisions in the
agreement allow for prepayment. First tranche of the loan to RHBV in the amount of $ 5,000 was issued to RHBV on July 7, 2022. On December
31, 2024, the Company entered into an Agreement whereby this loan to RHBV was applied to certain payables related to RHBV fully eliminating
this loan and all accrued interest to this date.

 On
November 6, 2023, the Company issued 1,600,000 shares to RWI to finalize the Miranda acquisition. Shares were valued at $ 48,000 on the
date of signature of the agreement with RWI to affect that acquisition. $ 24,000 was received on January 15, 2024, in payment for these
shares. The difference of $ 24,000 was recorded as stock-based compensation in Q3, 2023.

 Effective April 1, 2023, the Company divested 60 %
interest in RWI. On December 31, 2024, RWI went through a restructuring and, combined with an agreement to convert the Company's
investment in RWI into RWI shares, the Company now owns 13.65 % of RWI (see Note 3 and Note 17 for more details).

 On
January 16, 2024, the Company made an investment in RWI in the amount of $ 400,000.
At the same time, the 60 %
shareholder of RWI invested $ 600,000
 such that both parties fully funded the first
payment due to acquire 60 %
of Miranda. As of December 31, 2024, $ 7,000
 in distribution payments have been received.
Due to the restructuring discussed above, the Company converted the remaining investment into shares of RWI and remains on the balance
sheet an investment in the amount of $ 280,622
 (See Note 3 and Note 17 for more details). Based on the information available, we have decided to impair the asset
in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI's financials reflect insufficient
cash, a net liability position, and ongoing net losses. Given these circumstances, we believe it is unlikely that the investment will
generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss
of the equity method investment. As a result, we have impaired this asset to zero. The Company was well aware of this position in advance of the restructuring. More important than the equity
value to the Company is the strategic value of the asset that is expected to jointly generate future revenues and technological advancements.
While this cannot be guaranteed, the Company and RWI continue to work together to advance the value of both businesses. The nature of
the water infrastructure business is a long sales cycle depending on factors such as developers receiving permits in a timely fashion
for projects that would require water treatment.

 F- 16

 Note
12: Commitments and Contingencies

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

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

 Note
13: Inventory

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

 Note
14: Leases

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

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

 Note
15: Stock Options

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

 July 1, 2022, the Company granted 60,000 options as compensation to the newly filled position, VP Sales and 100,000 to the VP Finance.
 25,600 and 20,000 options respectively vested immediately and the remaining options vest over one year, with a term of 5 years and
 exercisable at $ 3.00 per share. In January, 2024, the Board of Directors modified the exercise price to $ 0.0347 per share as part
 of the change described directly below.

 January
 8, 2024, the Board of Directors granted 264,000 fully vested options to the Company's CEO, with a term of 5 years and exercisable
 at $ 0.0347 per share ( 70 % of the 30-day Volume Weighted Average Price prior to this date). These options are the first options granted
 to the CEO who forewent this compensation in the past to benefit the Company. The CEO is now aligned with the executive management
 compensation. At the same time, the Board of Directors modified 528,000 fully vested shares allocated to executives, directors and
 former management to reflect the same exercisable price of $ 0.0347 per share.

 For
 the period ended December 31, 2023, the Company recorded a stock option expense of $ 108,581. The Company used the Black-Scholes option-pricing
 model to determine the grant date fair value of stock-based awards under ASC 718. For the year ended December 31, 2024, the Company
 recorded stock option expense of $ 23,979.

 In
 connection with the repricing of certain stock options, the Company reassessed the fair value
 of the modified awards compared to the original awards. As a result of this reassessment,
 the Company recognized additional stock-based compensation expense of $ 21,770 for the year
 ended December 31, 2024.

 The
 Company estimates the fair value of stock options using the Black-Scholes model. For grants classified as 'plain vanilla,'
 the expected term was calculated using the SEC's Simplified Method [(vesting term + contractual term)/2] due to insufficient
 historical exercise data. This approach aligns with SAB Topic 14.D.2 and reflects the Company's significant changes to share
 option grant terms in recent years, which rendered historical exercise patterns inapplicable.

 Schedule of Warrants and Options

 Warrants
 and Options

 Vested

 Granted

 Vested

 Non-Vested

 Dec
 31, 2023

 To
 December 31, 2024

 To
 December 31, 2024

 To
 December 31, 2024

 1,128,000

 264,000

 1,392,000

 F- 17

 Schedule of Share-Based Payment Award Stock Options Valuation Assumptions

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

 Stock
 Price

 $

 0.0042 -$ 0.2

 Exercise
 Price

 $

 0.035 -$ 3.75

 Number
 of Options Granted

 1,392,000

 Dividend
 Yield

 %

 Expected
 Volatility

 116 - 355
 %

 Weighted
 Average Risk-Free Interest Rate

 1.42

 %

 Term
 (in years)

 Note
16: Income Taxes

 The
Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are
recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect
when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
As of December 31, 2024, the Company's deferred tax assets relate to net operating loss ("NOL") carry-forwards that
were derived from operating losses and stock-based compensation from prior years. A full valuation allowance has been applied to the
Company's deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than
not that the related deferred income tax assets will be realized. At December 31, 2024, the Company had federal net operating loss carry-forwards,
which are available to offset future taxable income, of $ 5,848,952. The Company's NOL carry-forwards can be carried forward to
offset future taxable income for a period of 20 years for each tax year's loss. These NOL carry-forwards begin to expire in 2037.
No provision was made for federal income taxes as the Company has significant NOLs in the United States and Canada. All of the Company's
income tax years remained open for examination by taxing authorities.

 Schedule of Effective Income Tax Rate Reconciliation

 Year ended
 December 31,

 Year ended
 December 31,

 2024

 2023

 Net Loss

)

)

 Add back:

 Stock Compensation

 45,749

 132,581

 Amortization of Debt Discount

 333,878

 453,865

 Taxable Income

 ( 676,615
)

 ( 643,487
)

 Tax Rate

 %

 %

 Deferred Tax Asset:

 Net Operating (Gain) Loss

 142,089

 135,132

 Valuation Allowance

 ( 142,089
)

 ( 135,132
)

 Net Deferred Asset

 -

 -

 F- 18

 Note
17: Discontinued Operations

April 1, 2023, the Company divested 60 % of RWI, its privately held Ontario-based subsidiary, retaining a 40 % ownership interest. This
transaction is reflected in the accompanying financial statements in accordance with ASC 205-20-45-1E. The purpose of this divestiture
was to secure full funding for the development of the North American market, which includes both Rainmaker and Miranda products, as described
in the Joint Development Agreement (see Note 1).

 On
December 31, 2024, RWI underwent an additional restructuring that reduced the Company's ownership to 13.65 %.
To maintain this interest, the Company converted its investment in RWI into shares of RWI. This investment, after calculating the Company's
share of RWI's consolidated losses of $ 191,471 and the application of payables due to related people and entities in the amount
$ 112,378 as outlined in a Debt Swap Agreement dated December 31, 2024, was valued at $ 89,151.
Based on the information available, we have decided to impair the asset
in accordance with standard accounting principles. Specifically, as of December 31, 2024, RWI's financials reflect insufficient
cash, a net liability position, and ongoing net losses. Given these circumstances, we believe it is unlikely that the investment will
generate a sufficient return on investment (ROI) to support the continued capitalization of the balance, especially following the loss
of the equity method investment. As a result, we have impaired this asset to zero. The Company was well aware of this position
in advance of the restructuring. More important than the equity value to the Company is the strategic value of the asset that is expected
to jointly generate future revenues and technological advancements. While this cannot be guaranteed, the Company and RWI continue to work
together to advance the value of both businesses. The nature of the water infrastructure business is a long sales cycle depending on factors
such as developers receiving permits in a timely fashion for projects that would require water treatment.

 Note
18: Mezzanine Equity

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

 On
May 23, 2023, a Certificate of Designation was executed designating 150,000 Preferred Stock as a new class of Preferred Stock designated
Series A Preferred Stock. The total face value of this entire series is one hundred and fifty thousand dollars ($ 150,000). Each share
of Series A Preferred Stock has a stated face value of $ 1.00 and is convertible into shares of fully paid and non-assessable shares of
common stock of the Company at $ 0.015 per share. On January 16, 2024, the Company received $ 420,000 for the purchase of 420,000 preferred
shares and a further $ 5,000 on March 5, 2024 and July 1, 2024 for a total of $ 430,000 for the purchase of 430,000 preferred shares. The
Series A Preferred Stock will be increased in the future and these 430,000 preferred shares will be issued at that time under the same
terms as those designated on May 23, 2023. Therefore, this amount has been recorded as Stock Payable-Preferred until that occurs.

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

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

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

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

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

 F- 19

 (b)
APPROVAL ON COMMON AND PREFERRED SHARE DILUTION:

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

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

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

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

 (c)
OPTION TO APPOINT DIRECTORS:

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

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

 The
Company shall use its best efforts to ensure that the individuals proposed to be appointed as directors are duly elected to the Board
of Directors at the annual meeting of stockholders. If the Company fails to cause the individuals proposed to be appointed as directors
to be duly elected, then the Company shall take such actions as may be necessary or appropriate to ensure that such individuals are appointed
as directors; and

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

 (d)
RIGHT TO AUTHORIZE A ROLLBACK OF COMMON SHARES

 The
holder(s) Preferred Stock shall have the right to authorize a rollback of common shares of the Company in accordance with the terms and
conditions set forth herein. For the purposes of this section, a "rollback of common shares" shall mean a reverse stock split
or any other transaction or series of transactions that reduces the number of outstanding common shares of the Company;

 In
the event that the holder(s) of Preferred Stock wish to authorize a rollback of common shares, they shall provide written notice to the
Company of their intention to do so. Such notice shall identify the proposed terms of the rollback, including the ratio of common shares
to be exchanged for each new share;

 F- 20

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

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

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

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

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

 1)
RAKR is no longer SEC compliant;

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

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

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

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

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

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

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

 (f)
RIGHT TO PURCHASE AND CONVERT TO COMMON STOCK

 The
holder of the Preferred Stock shall have the right to purchase, when common stock becomes available for issuance, up to US$ 600,000 worth
of common stock of the Company at a price of US$ 0.015 per share, reflecting a discount to market price at the time of signing this agreement
of 50 % and/or convert the Preferred Stock with the same conversion terms as above.

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

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

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

 iii.
Purchase Price: The purchase price per share shall be US$ 0.015, reflecting a discount to market price of 50 % at the time of signing this
agreement.

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

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

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

 F- 21

 (g)
Voting Rights.

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

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

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

 Note
19: Segment Reporting

 Adoption
of ASC 2023-07

for the fiscal year ended December 31, 2024, the Company adopted the provisions of ASC 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures, which require enhanced disclosures regarding significant segment expenses and the measures used by
the Company's Chief Operating Decision Maker ("CODM") in evaluating financial performance.

 Single
Reportable Segment

 The
Company specializes in the development and commercialization of freshwater production and purification systems. The Company's CEO (CODM) reviews operating
results and makes resource allocation decisions on a consolidated basis. As a result, the Company has determined that it operates in
one reportable segment and that the adoption of ASC 2023-07 did not result in a change to the Company's segment reporting structure.

 Schedule
of Segment Reporting

 Item

 Amount

 Revenue

 $
 143,725

 COGS

 143,725

 General
 and Administrative expense

 364,590

 Segment
 Profit (Loss) from Operations

 ( 364,590
)

 Segment
 Profit (Loss) Other expense

 ( 691,652
)

 Segment
 Assets

 50,116

 Other
 Segment Items – Interest expense

 639,951

 Geographic
Information

 The
Company generated 100 % of its revenue from customers in the Caribbean during the years ended December 31, 2024 and 2023.

 Major
Customers

 During
the year ended December 31, 2024, one customer accounted for 100 % of total revenue.

 The
loss of this customer could have a material adverse impact on the Company's revenues and operating results until such time as the
Company diversifies and expands its customer base.

 Conclusion

Due to limited operational activities and a single reportable segment structure, no additional segment disclosures beyond those discussed
above are required under ASC 2023-07. The Company will continue to monitor its operations and update segment reporting as necessary if
future expansion or changes in the business model warrant additional segments.

 Note
20: Subsequent Events

 On
January 2, 2025, the Company issued 15,269,730 sh ares of common stock to its Chief Executive
Officer in exchange for the full conversion of two promissory notes held by the CEO. Additionally, on January 2, 2025, the Company issued
 11,665,694 shares of common stock to its VP Finance in exchange for the full conversion of two
promissory notes held by the VP Finance. These conversions reduced the Company's outstanding debt and increased the total number
of shares of common stock outstanding and fully satisfies all notes held by these parties.

 On
January 14, 2025, the Company and Sphere 3D agreed to an amendment to the convertible promissory note which extended the maturity date
to January 14, 2026 and adds the unpaid interest to the principal amount.

 F- 22

 SIGNATURES

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

 Worldwide Inc.

 Date:
 March 31, 2025

 By:

 /s/
 Michael O'Connor

 Michael
 O'Connor

 President,
 Chief Executive Officer and Interim Chief Financial Officer

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

 Signature

 Title

 Date

 /s/
 Michael O'Connor

 Director

 March
 31, 2025

 Signature

 Title

 Date

 /s/
 James Ross

 Director

 March
 31, 2025