RAKR / Rainmaker Worldwide Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 RAINMAKER WORLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311 RAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 RAINMAKER WORLDWIDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission Fi

Amended Certificate of Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on May 9, 2025.

Exhibit 3.1 CERTIFICTE OF AMENDMENT TO CERTIFICATE OF DESIGNATION TO SERIES A PREFERRED STOCK OF RAINMAKER WORLDWIDE INC. A Nevada Corporation Rainmaker Worldwide Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies as follows: WHEREAS, the Articles of Incorporation of the Corporation authorize the issuance of up to 1,000,000 shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 RAINMAKER WORLDWIDE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311 RAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 RAINMAKER WORLDWID

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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: 000-5

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 RAINMAKER WORL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissi

Rainmaker Worldwide Inc. Completes 1-for-25 Share Consolidation to Requalify for OTCQB Venture Market

Exhibit 99.1 Press Release Rainmaker Worldwide Inc. Completes 1-for-25 Share Consolidation to Requalify for OTCQB Venture Market Peterborough, ON – September 26, 2024 – Rainmaker Worldwide Inc. (“Rainmaker” or the “Company) (OTC: RAKR), a global leader in sustainable water treatment technologies, today that it has effected a share consolidation (also known as a reverse stock split) of its common s

Articles of Amendment of the Company

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF RAINMAKER WORLDWIDE INC. Michael O’Connor hereby certifies that: 1. He is the President, Chief Executive Officer and Interim Chief Financial Officer and Principal Financial Officer of Rainmaker Worldwide Inc. (the “Corporation”), a Nevada Corporation 2. Article IV of the Amended Articles of Incorporation shall be amended

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311 RAIN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311 RAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56311 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 000-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2024 RAINMAKER WORLDW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2024 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 RAINMAKER WORLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56311 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 RAINMAKER WORLDWI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311 RAIN

Fellow Rainmaker Shareholders,

Exhibit 99.1 Fellow Rainmaker Shareholders, Rainmaker’s management continues to execute the Company’s business strategy with a clear focus and a commitment to open dialogue and communication with regulators, shareholders, and customers. To that end, I am providing an update on a number of initiatives that have been previously communicated to our shareholders. As each initiative comes to a conclusi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 RAINMAKER WORLDWIDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission Fil

Securities purchase Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT FOR PREFERRED SHARES This Subscription Agreement (the “Agreement”) is entered into by and between Rainmaker Worldwide Inc. (the “Issuer” or the “Company”) and Viva Industries Inc. (the “Investor”). WHEREAS, the Company desires to issue and sell to the Investor 150,000 Series A Preferred Shares (the “Preferred Shares”) for a purchase price of US$1.00 per share, f

Certificate of Designation of series A preferred Stock.

EX-10.2 3 ex10-2.htm Exhibit 10.2 CERTIFICATE OF DESIGNATION OF RAINMAKER WORLDWIDE INC. A Nevada Corporation RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Corporation”) organized and existing under and by virtue of the provisions of the Nevada Revised Statutes of the State of Nevada (the “NRS”) does hereby certify: WHEREAS, pursuant to the Corporation’s Articles of Incorporation (as amende

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 RAINMAKER WORLDWIDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission Fil

Issuance of Convertible Promissory Note

Exhibit 10.1 TERM SHEET Issue: VIVA INDUSTRIES INC. (“VIVA”) and RAINMAKER WORLDWIDE INC. (“RAKR”), herein after referred to as the “BUYERS”. The BUYERS offer the following in exchange for 100% of the common stock of MIRANDA ENVIRONMENTAL AND WATER TREATMENT TECHNOLOGIES, ENERGY, NATURAL RESOURCES, ENGINEERING, CONSULTING, CONSTRUCTION AND COMMERCE INC. (“MIRANDA”). Shareholders of MIRANDA (the “S

Term Sheet

Exhibit 10.2 EXTENSION AGREEMENT This Extension Agreement (“EA”) is made and effective the Feb 2, 2023, BETWEEN: KAWARTHA ENTERTAINMENT GROUP INC., a corporation organized and existing under the laws of the Province of ONTARIO, with its head office located at: 1562 CHAMPLAIN DR., PETERBOROUGH, ON K9L 1N6 (“KEGI”) AND: RAINMAKER WORLDWIDE INC., a corporation organized and existing under the laws of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311 RAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56311 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2022. 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: 000-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-56311 CUSIP NUMBER [●] (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Issuance of Convertible Promissory Note

EXHIBIT 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [] to [] Commission File Number: 000-56311

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission

Form of Promissory Note

EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissi

Consulting Contract-Executive VP Finance with Kelly White dated August 10, 2022

Exhibit 10.2 AMENDMENT-II to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of July, 2022 (the “Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”) - and - 2752128 ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission File Number: 000-56311 RA

Consulting Contract-VP Sales with Donald Hickey dated August 10, 2022

Exhibit 10.1 PROFESSIONAL SERVICES BETWEEN: Rainmaker Worldwide Inc. 4625 Nevso Drive Las Vegas, Nevada 89103 United States (hereinafter referred to as the “CUSTOMER”) AND: Donald R Hickey 1600 Westbrook Drive Peterborough, Ontario Canada (hereinafter referred to as “VENDOR”) (CUSTOMER and VENDOR hereinafter collectively referred to as the “Parties”) PREAMBLE WHEREAS CUSTOMER wishes to retain the

Form of Promissory Note

EX-4.1 2 ex4-1.htm Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “19

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission Fi

Form of Promissory Note

EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission Fi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specfied in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction (Commission (IRS Employer of inco

Certificate of Amendment

EX-3.1 2 ex3-1.htm Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission File Number: 000-56311 R

Professional Services Contract-Marketing

Exhibit 10.4 PROFESSIONAL SERVICES BETWEEN: Rainmaker Worldwide Inc. 4625 Nevso Drive Las Vegas, Nevada 89103 United States (hereinafter referred to as the “CUSTOMER”) AND: Kawartha Entertainment Group Inc. 286 George Street, North Peterborough, Ontario K9J 3H2 Canada (hereinafter referred to as “VENDOR”) (CUSTOMER and VENDOR hereinafter collectively referred to as the “Parties”) PREAMBLE WHEREAS

Consulting Contract-VP Finance

Exhibit 10.6 AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of April, 2021 (the” Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as” RAIN”) - and - 2752128 ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter

RAKR-Carlaw Joint Venture Agreement

Exhibit 10.2 JOINT VENTURE AGREEMENT This Joint Venture Agreement (the “Agreement”) is effective September 30th, 2020. BETWEEN: RAINMAKER WORLDWIDE INC. (OTC: RAKR), a Nevada corporation with its principal place of business located at 271 Brock Street, Peterborough, ON K9H 2P8, Canada (“RAKR”). AND: CARLAW GROUP LTD. An Ontario corporation with its head office located at Suite 200, 412 Richmond St

Consulting Contract-CEO

Exhibit 10.5 AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of January, 2021 (the “Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”) - and - LARCHWOOD MANAGEMENT PARTNERS INC., a corporation incorporated pursuant to the laws of the Province of Ontar

RAKR-RHBV Distributor Agreement

Exhibit 10.1 AUTHORIZED DISTRIBUTOR AGREEMENT THIS AGREEMENT made with effect as of and from the 26th day of March, 2021. RAINMAKER WORLDWIDE INC. (Nevada), organized and existing under the laws of the State of Nevada, having a business address at 271 Brock Street, Peterborough Ontario, Canada (hereinafter referred to as “RAKR” or “DISTRIBUTOR”) OF THE FIRST PART; - and - RAINMAKER HOLLAND B.V., o

By-Laws of Rainmaker Worldwide Inc.

Exhibit 3.2 BY-LAWS OF RAINMAKER WORLDWIDE, INC. A Nevada Corporation ARTICLE I – OFFICES The registered office of the Corporation in in the State of Nevada shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Nevada as the Board of Directors may, from time to time, determin

Articles of Incorporation, dated February 27, 1998

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2021. 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: 000-5

RAKR-RWSRI Joint Venture Agreement

Exhibit 10.3 June 25th , 2020 STRICTLY CONFIDENTIAL Rainmaker Water PVT LTD 7 Park Avenue, Dehiwala, Sri Lanka Attention: Ranil Somaweera Re: Proposed Joint Venture Agreement Further to our recent discussions, this Letter of Intent will serve to memorialize the mutual intentions of Rainmaker Worldwide Inc., (“RAKR”) and Rainmaker Water PVT LTD, (“RWSRI”) with respect to the following Joint Venture

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commission F

Form of Promissory Note

EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

Term sheet

Exhibit 10.2 TERM SHEET CONVERTIBLE PROMISSORY NOTE Issuer: RAINMAKER WORLDWIDE INC. (the ?Company?). Investor: (the ?Investor??). Instrument: $55,000.00 Convertible Promissory Note due twelve (12) months after issuance (the ?Note?) with additional tranches of financing during the term of the Note in the aggregate amount of up to $700,000.00 subject to agreement by and between the Company and the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissio

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of February 7, 2022, by and between RAINMAKER WORLDWIDE INC., a Nevada corporation, with its address at 271 Brock Street, Peterborough, Ontario, Canada K9H 2P8 (the ?Company?), and , (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance up

Form of Promissory Note

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 RAINMAKER WORLDWIDE INC. (Exact name of registrant as specified in its charter) Nevada 000-56311 82-4346844 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission File Number: 000-563

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 RAINMAKER WORLDWIDE INC. (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 RAINMAKER WORLDWIDE INC. Nevada (State or other jurisdiction of incorporation or organization) 82-4346844 (I.R.S. Employer Identification No.) 271 Brock Street, Peterborough, Ontario Canad

Consulting Contract-VP Finance

Exhibit 10.1e AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of April, 2021 (the” Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as” RAIN”) - and - 2752128 ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter

RAKR-Carlaw Joint Venture Agreement

Exhibit 10.1a JOINT VENTURE AGREEMENT This Joint Venture Agreement (the ?Agreement?) is effective September 30th, 2020. BETWEEN: RAINMAKER WORLDWIDE INC. (OTC: RAKR), a Nevada corporation with its principal place of business located at 271 Brock Street, Peterborough, ON K9H 2P8, Canada (?RAKR?). AND: CARLAW GROUP LTD. An Ontario corporation with its head office located at Suite 200, 412 Richmond S

By-Laws of Rainmaker Worldwide Inc.

Exhibit 3.2 BY-LAWS OF RAINMAKER WORLDWIDE, INC. A Nevada Corporation ARTICLE I – OFFICES The registered office of the Corporation in in the State of Nevada shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Nevada as the Board of Directors may, from time to time, determin

RAKR-RWSRI Joint Venture Agreement

Exhibit 10.1b June 25th , 2020 STRICTLY CONFIDENTIAL Rainmaker Water PVT LTD 7 Park Avenue, Dehiwala, Sri Lanka Attention: Ranil Somaweera Re: Proposed Joint Venture Agreement Further to our recent discussions, this Letter of Intent will serve to memorialize the mutual intentions of Rainmaker Worldwide Inc., (“RAKR”) and Rainmaker Water PVT LTD, (“RWSRI”) with respect to the following Joint Ventur

Professional Services Contract-Marketing

Exhibit 10.1c PROFESSIONAL SERVICES BETWEEN: Rainmaker Worldwide Inc. 4625 Nevso Drive Las Vegas, Nevada 89103 United States (hereinafter referred to as the “CUSTOMER”) AND: Kawartha Entertainment Group Inc. 286 George Street, North Peterborough, Ontario K9J 3H2 Canada (hereinafter referred to as “VENDOR”) (CUSTOMER and VENDOR hereinafter collectively referred to as the “Parties”) PREAMBLE WHEREAS

RAKR-RHBV Distributor Agreement

Exhibit 10.1 AUTHORIZED DISTRIBUTOR AGREEMENT THIS AGREEMENT made with effect as of and from the 26th day of March, 2021. RAINMAKER WORLDWIDE INC. (Nevada), organized and existing under the laws of the State of Nevada, having a business address at 271 Brock Street, Peterborough Ontario, Canada (hereinafter referred to as “RAKR” or “DISTRIBUTOR”) OF THE FIRST PART; - and - RAINMAKER HOLLAND B.V., o

RAINMAKER WORLDWIDE INC. 271 Brock Street Peterborough, Ontario Canada K9H 2P8

CORRESP 1 filename1.htm RAINMAKER WORLDWIDE INC. 271 Brock Street Peterborough, Ontario Canada K9H 2P8 October 5, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Manufacturing Re: Response to SEC Questions Dated October 1, 2021 Rainmaker Worldwide Inc. Filed July 19, 2021 File No. 000-56311 Jay Mumford: On behalf of Rainmak

Consulting Contract-CEO

Exhibit 10.1d AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of January, 2021 (the “Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”) - and - LARCHWOOD MANAGEMENT PARTNERS INC., a corporation incorporated pursuant to the laws of the Province of Onta

Articles of Incorporation, dated February 27, 1998

Exhibit 3.1

Consulting Contract-VP Finance

Exhibit 10.1e AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of April, 2021 (the” Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as” RAIN”) - and - 2752128 ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 RAINMAKER WORLDWIDE INC. (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 RAINMAKER WORLDWIDE INC. Nevada (State or other jurisdiction of incorporation or organization) 82-4346844 (I.R.S. Employer Identification No.) 271 Brock Street, Peterborough, Ontario Canad

Articles of Incorporation, dated February 27, 1998

Exhibit 3.1

RAINMAKER WORLDWIDE INC. 271 Brock Street Peterborough, Ontario Canada K9H 2P8

RAINMAKER WORLDWIDE INC. 271 Brock Street Peterborough, Ontario Canada K9H 2P8 September 24, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Manufacturing Re: Response to SEC Questions Dated August 12. Rainmaker Worldwide Inc. Registration Statement on Form 10 Filed July 19, 2021 File No. 000-56311 Jay Mumford: On behalf of

RAKR-RHBV Distributor Agreement

Exhibit 10.1 AUTHORIZED DISTRIBUTOR AGREEMENT THIS AGREEMENT made with effect as of and from the 26th day of March, 2021. RAINMAKER WORLDWIDE INC. (Nevada), organized and existing under the laws of the State of Nevada, having a business address at 271 Brock Street, Peterborough Ontario, Canada (hereinafter referred to as ?RAKR? or ?DISTRIBUTOR?) OF THE FIRST PART; - and - RAINMAKER HOLLAND B.V., o

Consulting Contract-CEO

Exhibit 10.1d AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of January, 2021 (the “Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”) - and - LARCHWOOD MANAGEMENT PARTNERS INC., a corporation incorporated pursuant to the laws of the Province of Onta

RAKR-RWSRI Joint Venture Agreement

Exhibit 10.1b June 25th , 2020 STRICTLY CONFIDENTIAL Rainmaker Water PVT LTD 7 Park Avenue, Dehiwala, Sri Lanka Attention: Ranil Somaweera Re: Proposed Joint Venture Agreement Further to our recent discussions, this Letter of Intent will serve to memorialize the mutual intentions of Rainmaker Worldwide Inc., (?RAKR?) and Rainmaker Water PVT LTD, (?RWSRI?) with respect to the following Joint Ventur

By-Laws of Rainmaker Worldwide Inc.

Exhibit 3.2 BY-LAWS OF RAINMAKER WORLDWIDE, INC. A Nevada Corporation ARTICLE I – OFFICES The registered office of the Corporation in in the State of Nevada shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Nevada as the Board of Directors may, from time to time, determin

Professional Services Contract-Marketing

Exhibit 10.1c PROFESSIONAL SERVICES BETWEEN: Rainmaker Worldwide Inc. 4625 Nevso Drive Las Vegas, Nevada 89103 United States (hereinafter referred to as the “CUSTOMER”) AND: Kawartha Entertainment Group Inc. 286 George Street, North Peterborough, Ontario K9J 3H2 Canada (hereinafter referred to as “VENDOR”) (CUSTOMER and VENDOR hereinafter collectively referred to as the “Parties”) PREAMBLE WHEREAS

RAKR-Carlaw Joint Venture Agreement

Exhibit 10.1a JOINT VENTURE AGREEMENT This Joint Venture Agreement (the “Agreement”) is effective September 30th, 2020. BETWEEN: RAINMAKER WORLDWIDE INC. (OTC: RAKR), a Nevada corporation with its principal place of business located at 271 Brock Street, Peterborough, ON K9H 2P8, Canada (“RAKR”). AND: CARLAW GROUP LTD. An Ontario corporation with its head office located at Suite 200, 412 Richmond S

RAKR-Carlaw Joint Venture Agreement

Exhibit 10.1a JOINT VENTURE AGREEMENT This Joint Venture Agreement (the “Agreement”) is effective September 30th, 2020. BETWEEN: RAINMAKER WORLDWIDE INC. (OTC: RAKR), a Nevada corporation with its principal place of business located at 271 Brock Street, Peterborough, ON K9H 2P8, Canada (“RAKR”). AND: CARLAW GROUP LTD. An Ontario corporation with its head office located at Suite 200, 412 Richmond S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 RAINMAKER WORLDWIDE INC. (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 RAINMAKER WORLDWIDE INC. Nevada (State or other jurisdiction of incorporation or organization) 82-4346844 (I.R.S. Employer Identification No.) 271 Brock Street, Peterborough, Ontario Canada K9H 2P8 877-33

RAKR-RWSRI Joint Venture Agreement

Exhibit 10.1b June 25th , 2020 STRICTLY CONFIDENTIAL Rainmaker Water PVT LTD 7 Park Avenue, Dehiwala, Sri Lanka Attention: Ranil Somaweera Re: Proposed Joint Venture Agreement Further to our recent discussions, this Letter of Intent will serve to memorialize the mutual intentions of Rainmaker Worldwide Inc., (“RAKR”) and Rainmaker Water PVT LTD, (“RWSRI”) with respect to the following Joint Ventur

Consulting Contract-CEO

Exhibit 10.1d AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of January, 2021 (the “Effective Date”). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “RAIN”) - and - LARCHWOOD MANAGEMENT PARTNERS INC., a corporation incorporated pursuant to the laws of the Province of Onta

RAKR-RHBV Distributor Agreement

Exhibit 10.1 AUTHORIZED DISTRIBUTOR AGREEMENT THIS AGREEMENT made with effect as of and from the 26th day of March, 2021. RAINMAKER WORLDWIDE INC. (Nevada), organized and existing under the laws of the State of Nevada, having a business address at 271 Brock Street, Peterborough Ontario, Canada (hereinafter referred to as “RAKR” or “DISTRIBUTOR”) OF THE FIRST PART; - and - RAINMAKER HOLLAND B.V., o

Consulting Contract-VP Finance

Exhibit 10.1e AMENDMENT to CONSULTING AGREEMENT THIS AGREEMENT with effect as of and from the 1st day of April, 2021 (the? Effective Date?). BETWEEN: RAINMAKER WORLDWIDE INC., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as? RAIN?) - and - 2752128 ONTARIO LTD., a corporation incorporated pursuant to the laws of the Province of Ontario (hereinafter

By-Laws of Rainmaker Worldwide Inc.

Exhibit 3.2 BY-LAWS OF RAINMAKER WORLDWIDE, INC. A Nevada Corporation ARTICLE I – OFFICES The registered office of the Corporation in in the State of Nevada shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Nevada as the Board of Directors may, from time to time, determin

Articles of Incorporation, dated February 27, 1998

Exhibit 3.1

Professional Services Contract-Marketing

Exhibit 10.1c PROFESSIONAL SERVICES BETWEEN: Rainmaker Worldwide Inc. 4625 Nevso Drive Las Vegas, Nevada 89103 United States (hereinafter referred to as the ?CUSTOMER?) AND: Kawartha Entertainment Group Inc. 286 George Street, North Peterborough, Ontario K9J 3H2 Canada (hereinafter referred to as ?VENDOR?) (CUSTOMER and VENDOR hereinafter collectively referred to as the ?Parties?) PREAMBLE WHEREAS