Rainmaker Worldwide Inc. operates in the decentralized water production, purification, and wastewater treatment industry, a market shaped by global demand for potable water that is expected to increase due to population growth, urbanization, industrial activity, and climate-related pressures. The water production and treatment markets are competitive and include numerous domestic and international companies with substantially greater financial, technical, and operational resources than the Company. Competitors may offer alternative technologies, including desalination, traditional purification systems, and other decentralized solutions. Competitive factors include cost, energy efficiency, regulatory compliance, financing capability, and project execution expertise. The Company believes its technologies may be competitive in certain niche applications, particularly in regions with limited infrastructure, growing populations, or water scarcity, where decentralized water technologies may be suited for select residential, commercial, industrial, and humanitarian use cases where traditional water supply solutions are impractical or uneconomical.
Rainmaker positions itself as a provider of decentralized potable water production and purification solutions, leveraging atmospheric water generation systems and water treatment technologies accessed through its relationship with Rainmaker Worldwide Inc., an Ontario corporation operating as Miranda Water Technologies, and other technology partners. The Company does not manufacture its core equipment and relies on RWI, its Miranda operations in Turkey, and other technology partners for principal sources of water purification and wastewater treatment equipment. The Company's competitive standing rests on its contractual distribution and commercialization rights rather than direct ownership of patents or proprietary technology, and its minority ownership interest in RWI does not constitute direct ownership of those patents or other intellectual property. The Company has generated limited revenues and continues to focus on business development and project execution, with no established commercially sustainable level of operations.
The Company's business model is centered on partnerships with local distributors, engineering firms, and project developers who are responsible for installation, operation, and maintenance of deployed systems. Rainmaker generally works with customers and their contractors to integrate its systems into broader infrastructure projects. In certain markets, including Mexico, the Company collaborates with partners that possess experience in drilling, civil works, logistics, and mechanical engineering, allowing Rainmaker to participate in comprehensive water project proposals without maintaining large internal operational teams. Future growth is expected to be driven primarily through independent distributors and project-based deployments rather than direct infrastructure ownership. The Company operates with a limited internal workforce, with executive management and financial leadership provided through consulting agreements, supplemented by external legal, accounting, and advisory service providers.
Rainmaker's core product focus is decentralized potable water production and purification. The Company's solutions include Atmospheric Water Generation systems that produce potable water from ambient humidity using energy-efficient cooling and condensation processes, and water purification and wastewater treatment systems supplied through RWI and its Miranda operations, together with complementary technologies available from other technology partners. These systems are designed for modular and scalable deployment, particularly in regions with limited or unreliable water infrastructure. Under optimal climatic conditions, AWG units are capable of producing up to approximately 5,000 liters of potable water per unit per day. Rainmaker's systems are intended to be deployable using grid power, renewable energy sources, or hybrid configurations, depending on site conditions.
During 2025, the Company pursued the marketing and distribution of water purification and wastewater treatment products in the United States and Mexico under its distribution relationship with RWI, operating as Miranda Water Technologies. On June 23, 2025, the Company, RWI and a local partner established RAKR México S.A. de C.V. to pursue water and related commercial opportunities in Mexico, with the Company holding an 18.5% direct ownership interest, RWI holding 25.5%, and the local partner holding 56.0%. Including its indirect ownership through RWI, the Company's combined direct and indirect ownership interest in RMEX is approximately 21.5%. During 2025, RMEX's activities were limited to incorporation and administrative setup. On September 30, 2025, the Company purchased air-to-water and reverse-osmosis equipment from RWI for an aggregate purchase price of $126,410.64, with $82,000.64 remaining outstanding at December 31, 2025. On December 31, 2025, the Company issued three convertible promissory notes totaling $364,190 to settle outstanding accounts payable: $163,888 to 2752128 Ontario Ltd., $137,302 to Larchwood Management Partners Inc. and $63,000 to Sage Stone (Canada) Inc. On August 14, 2025, the Company received $10,000 toward a Series A Preferred Stock subscription. Subsequent to year-end, the parties entered into a new Master Distributor Agreement dated April 30, 2026, which superseded and replaced the June 1, 2024 Master Distributor Agreement, granting RAKR exclusive direct-sales rights in the United States, subject to limitations that permit other Miranda distributors to operate in the same territory, with an initial five-year term.
Revenue declined approximately 76% to $34,250 in 2025 from $143,725 in 2024, a decrease of $109,475, with all 2025 sales revenue attributable to a single customer. Cost of goods sold, including the inventory write-off, was $126,637 in 2025, compared with $143,725 in 2024, producing a gross loss of $92,387 in 2025 compared with no gross profit or loss in 2024. General and administrative expenses were $456,175 in 2025 compared with $364,589 in 2024, an increase of $91,586 or 25.1%, driven primarily by higher stock-based compensation of $125,020 in 2025 versus $45,749 in 2024. The Company recorded a net loss of $1,319,609 for the year ended December 31, 2025, compared to a net loss of $1,277,438 for the year ended December 31, 2024. At December 31, 2025, the Company had $53 in cash and a working capital deficit of $13,361,992, with current liabilities of $13,362,045, reflecting its continued need for additional financing to meet its obligations and fund operations.
The Company's ability to continue operations depends on its ability to generate revenue and/or obtain additional financing, and there can be no assurance that additional financing will be available when needed or on terms acceptable to the Company. The Company remains dependent on additional financing, continued support from creditors and related parties, and substantial revenue growth. These conditions raise substantial doubt about the Company's ability to continue as a going concern, and there can be no assurance that financing or sufficient sales will be achieved.
Future growth is expected to be driven primarily through independent distributors and project-based deployments rather than direct infrastructure ownership. The Company's strategy includes opportunities in the United States and Mexico, pursued through its distribution relationship with RWI, operating as Miranda Water Technologies. The new Master Distributor Agreement dated April 30, 2026 grants RAKR exclusive direct-sales rights in the United States, subject to limitations that permit other Miranda distributors to operate in the same territory, and permits the Company to request approval to pursue opportunities outside the United States, excluding Mexico, on a client-by-client basis. The agreement has an initial five-year term, subject to earlier termination, including termination by either party on 90 days' written notice.
The Company formed RAKR México S.A. de C.V. in June 2025 with RWI and a local partner to pursue water and renewable-technology opportunities in Mexico. Ownership interests in RMEX are held by the local partner (56.0%), RWI (25.5%), and the Company (18.5%), with the Company's combined direct and indirect ownership interest approximately 21.5%. The local partner manages RMEX's day-to-day activities, and the Company has no representation on RMEX's board and does not control its operations. As of December 31, 2025, RMEX had not commenced substantive operations beyond incorporation and administrative setup, and had not commenced such operations as of the date of the Annual Report. The Company's direct investment in RMEX is accounted for under ASC 321 rather than the equity method, with a carrying value of zero at December 31, 2025, and no investment income or loss recognized during 2025.
The Company's cost structure is dominated by general and administrative expenses, which primarily consist of consulting and professional fees, stock-based compensation for executive consultants, legal and accounting fees, marketing and advertising, and general corporate expenses. G&A expenses increased 25.1% to $456,175 in 2025 from $364,589 in 2024, driven primarily by higher stock-based compensation of $125,020 versus $45,749. Excluding stock-based compensation, G&A expenses increased by $12,315 year over year, from $318,840 in 2024 to $331,155 in 2025. The Company operates with a limited internal workforce, with executive management and financial leadership provided through consulting agreements, and supplements its internal resources through external legal, accounting, and advisory service providers.
The Company maintains a mailing address at 2510 East Sunset Road, Suite 5 #925, Las Vegas, Nevada 89120, but does not maintain physical office space at that location, with management and administrative activities conducted remotely from home offices. The Company does not manufacture its core equipment and relies on RWI, operating as Miranda Water Technologies, and its Miranda operations in Turkey, as well as other technology partners, for principal sources of water purification and wastewater treatment equipment. Remote access to the Company's systems is managed by RWI, operating as Miranda Water Technologies. The Company's current safeguards include two-factor authentication for corporate Google accounts, controlled access to shared documents and an encrypted virtual private network connection for access to its accounting software.
The Company has not paid cash dividends on its common stock and does not anticipate paying such dividends in the foreseeable future. Series A Preferred Stock carries separate dividend rights. The Company did not repurchase any equity securities during the year ended December 31, 2025. As of December 31, 2025, the Company had outstanding options, warrants and rights to purchase an aggregate of 628,000 shares of common stock at a weighted average exercise price of $0.0347 per share, all granted pursuant to individual consulting arrangements approved by the Board of Directors, with no equity compensation plans approved by stockholders. On January 9, 2026, the Company adopted a 2026 Equity Incentive Plan.
The Company has incurred recurring operating losses and negative cash flows from operations and has limited cash resources. Net cash used in operating activities was $10,063 for the year ended December 31, 2025, compared to $49,890 used in operating activities during 2024. Net cash provided by financing activities was $10,000 in 2025, compared to $442,875 in 2024, with financing activity during 2025 primarily related to proceeds received in connection with Series A Preferred Stock that was subsequently issued in early 2026. Net cash used in investing activities was $0 in 2025, compared to $393,000 used in investing activities during 2024. At December 31, 2025, the Company had cash of $53 and current liabilities of $13,362,045, resulting in a working capital deficit of $13,361,992.
The Company's financial condition remained severely constrained during 2025, and its available cash was insufficient to meet its obligations. The Company has not established a commercially sustainable level of operations. Its Mexican venture had not commenced substantive operations as of December 31, 2025 and had not commenced such operations as of the date of the Annual Report. Although the Company retained its contractual distribution rights, its minority investment in RWI remained fully impaired at a zero carrying value at December 31, 2025. The Company's ability to continue operations depends on generating revenue, obtaining financing and continued support from creditors and related parties.
Management's message to shareholders is candid about the Company's severely constrained financial condition, emphasizing that Rainmaker has not established a commercially sustainable level of operations and that its financial condition remained severely constrained during 2025. Management highlights that revenue declined approximately 76% to $34,250 in 2025 from $143,725 in 2024, with all 2025 sales revenue attributable to a single customer, and that the Company incurred a net loss of $1,319,609 for the year ended December 31, 2025, including operating expenses of $456,176 and interest expense of $772,556. At December 31, 2025, the Company had $53 in cash and a working capital deficit of $13,361,992, and management explicitly states that these conditions raise substantial doubt about the Company's ability to continue as a going concern, with no assurance that financing or sufficient sales will be achieved. The strategic priorities management has chosen to emphasize for the period ahead center on three themes: first, preserving and leveraging the contractual distribution relationship with RWI, operating as Miranda Water Technologies, including the new Master Distributor Agreement dated April 30, 2026 that grants exclusive direct-sales rights in the United States for an initial five-year term; second, advancing the Mexican venture RAKR México S.A. de C.V., in which the Company holds an 18.5% direct interest and approximately 21.5% combined direct and indirect interest, to pursue water and renewable-technology opportunities in Mexico; and third, securing additional financing and continued support from creditors and related parties to fund operations and meet obligations. Management also emphasizes the September 2026 leadership transition, with Michael A. Skinner appointed President and Principal Executive Officer and Ryan D. Moore appointed Secretary on September 10, 2026, and Kelly White appointed Treasurer, Principal Financial Officer and Principal Accounting Officer on September 21, 2026, alongside the adoption of an Insider Trading Compliance Policy on September 1, 2025 and a 2026 Equity Incentive Plan dated January 9, 2026.
Revenue was $34,250 for the year ended December 31, 2025, compared with $143,725 in 2024, a decrease of $109,475 or approximately 76%. Cost of goods sold, including the inventory write-off, was $126,637 in 2025, compared with $143,725 in 2024, producing a gross loss of $92,387 in 2025 compared with no gross profit or loss in 2024. General and administrative expenses were $456,175 in 2025 compared with $364,589 in 2024, an increase of $91,586 or 25.1%, with stock-based compensation included in G&A of $125,020 in 2025 versus $45,749 in 2024, an increase of $79,271 or 173.3%. Excluding stock-based compensation, G&A expenses increased by $12,315 year over year, from $318,840 in 2024 to $331,155 in 2025. Loss from operations was $548,563 in 2025 compared with $364,589 in 2024. Net loss was $1,319,609 for the year ended December 31, 2025, compared to a net loss of $1,277,438 for the year ended December 31, 2024. Net other expense was $771,046 in 2025, consisting of other income of $3,425, interest expense of $772,556, and debt discount amortization of $1,915, compared with net other expense of $912,849 in 2024, which included interest expense of $860,787, debt discount amortization of $333,878, initial derivative expense of $572,415, a gain from changes in derivative liabilities of $1,096,092, equity method investment losses of $191,471 and impairment expense of $89,151. Net cash used in operating activities was $10,063 for the year ended December 31, 2025, compared to $49,890 used in operating activities during 2024. Net cash provided by financing activities was $10,000 in 2025, compared to $442,875 in 2024. Net cash used in investing activities was $0 in 2025, compared to $393,000 used in investing activities during 2024. At December 31, 2025, the Company had cash of $53 and current liabilities of $13,362,045, resulting in a working capital deficit of $13,361,992. Total current assets were $53 at December 31, 2025 compared with $50,116 at December 31, 2024. Total liabilities were $13,362,045 at December 31, 2025 compared with $13,250,063 at December 31, 2024. Total stockholders' deficit was $13,577,530 at December 31, 2025 compared with $13,779,947 at December 31, 2024. Accumulated deficit was $78,297,704 at December 31, 2025 compared with $76,978,095 at December 31, 2024. Convertible notes payable, net of discount, were $4,594,201 at December 31, 2025 compared with $4,374,111 at December 31, 2024. Convertible notes payable-related parties, net of discount, were $382,190 at December 31, 2025 compared with $324,918 at December 31, 2024. Notes payable-related parties were $86,000 at December 31, 2025 compared with $68,000 at December 31, 2024. Long term notes payable-related parties were $0 at December 31, 2025 compared with $640,000 at December 31, 2024. Contingent liability was $6,502,542 at December 31, 2025 compared with $6,281,346 at December 31, 2024. Mezzanine equity was $215,538 at December 31, 2025 compared with $580,000 at December 31, 2024, comprising Series A Preferred Stock of $205,538 and Preferred Stock Payable of $10,000 at December 31, 2025, versus Series A Preferred Stock of $150,000 and Preferred Stock Payable of $430,000 at December 31, 2024. Common stock issued and outstanding was 83,799,728 shares at December 31, 2025 compared with 19,987,241 shares at December 31, 2024. Additional paid-in capital was $64,636,375 at December 31, 2025 compared with $63,178,161 at December 31, 2024. The Company reported a net loss per share of $0.02 for the year ended December 31, 2025, compared to a net loss per share of $0.06 for the year ended December 31, 2024.
The most material risks to Rainmaker are existential and quantified. The Company has incurred recurring operating losses and negative cash flows from operations, with a net loss of $1,319,609 for the year ended December 31, 2025, an accumulated deficit of $78,297,704, cash of only $53, and a working capital deficit of $13,361,992 at December 31, 2025, conditions that raise substantial doubt about its ability to continue as a going concern. Revenue declined approximately 76% to $34,250 in 2025 from $143,725 in 2024, and all 2025 sales revenue was attributable to a single customer, creating acute customer concentration risk. The Company faces a $6,502,542 contingent liability at December 31, 2025, including accrued interest at 5% per annum, arising from a judgment dated August 8, 2016 in the amount of $4,423,910 entered against six defendants including a former subsidiary and a predecessor of the Company, which was upheld on appeal on June 22, 2018. The Company's minority investment in RWI was fully impaired at December 31, 2024 and remained at a zero carrying value at December 31, 2025, and its ownership interest was diluted to 11.67% at December 31, 2025 from 14.4% at December 31, 2024. The Company has no independent directors, did not maintain formal cybersecurity risk processes during 2025, and management concluded that disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2025 due to material weaknesses in segregation of duties, related party transaction controls, and judgment interest accrual that resulted in a restatement of previously issued financial statements.
Analysis on 11/5/2026
