Restatement of Previously Issued Financial Statements

6 Months Ended

Jun. 30, 2025

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Note 18: Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s previously filed financial statements, management identified an error related to the omission of accrued interest on a legal judgment from 2016 (see Note 11). The Company reassessed its accounting treatment and determined that accrued interest should have been recognized in prior periods, resulting in an understatement of accrued liabilities and accumulated deficit. As a result, the Company has restated its previously issued financial statements to reflect the correction of this error. The following tables present the impact of the restatement on the affected financial statements:

RAINMAKER WORLDWIDE INC.

(FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)

Balance Sheets

	As Previously Reported			Restatment Impacts			As Restated
	December 31
	2024
	As Previously Reported			Restatement Impacts			As Restated
Assets
Current Assets
Cash	$	116			-		$	116
Other receivables		50,000			-			50,000
Total Current Assets		50,116			-			50,116

Total Assets	$	50,116		$	-		$	50,116

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	136,866			-		$	136,866
Related party payables		843,449			-			843,449
Accrued liabilities		468,873			-			468,873
Customer deposits		112,500			-			112,500
Contingent liability		4,423,910			1,857,436			6,281,346
Convertible notes payable, net of discount of $0 and $0		4,374,111			-			4,374,111
Convertible notes payable-related parties, net of discount of $0 and $1,915		324,918			-			324,918
Notes payable - related parties		68,000			-			68,000
Total Current Liabilities		10,752,627			1,857,436			12,610,063

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

Total Liabilities	$	11,392,627		$	1,857,436		$	13,250,063

Mezzanine Equity
Preferred stock - $0.001 par value; stated value $1.00; 1,000,000 authorized shares: Series A; 545,538 outstanding at June 30, 2025 and 150,000 outstanding at December 31, 2024	$	150,000			-		$	150,000
Preferred Stock Payable	$	430,000			-		$	430,000
Total Mezzanine Equity	$	580,000			-		$	580,000

Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 500,000,000 authorized shares; 61,133,062 outstanding at June 30, 2025 and 19,987,241 outstanding at December 31, 2024	$	19,987			-		$	19,987
Additional paid-in capital		63,178,161			-			63,178,161
Stock receivable		-
Accumulated deficit		(75,120,659	)		(1,857,436	)		(76,978,095	)
Accumulated other comprehensive income		-
Total Stockholders’ Equity (Deficit)	$	(11,922,511	)	$	(1,857,436	)	$	(13,779,947	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	50,116		$	-		$	50,116

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

RAINMAKER WORLDWIDE INC.

(FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)

Statements of Operations and Comprehensive Loss


	Three Months Ended June 30									Six Months Ended June 30,
	2024									2024
	As Previously Reported			Restatement Impacts			As Restated			As Previously Reported			Restatement Impacts			As Restated

Revenue	$	-		$	-		$	-		$	-		$	-		$	-

Expenses
General and administrative expense		68,046			-			68,046			165,506			-			165,506
Total Expenses		68,046			-			68,046			165,506			-			165,506

Loss from Operations		(68,046	)		-			(68,046	)		(165,506	)		-			(165,506	)

Other income (expense)
Income (loss) from equity method investment		(50,657	)		-			(50,657	)		(108,411	)		-			(108,411	)
Interest expense		(157,194	)		(54,542	)		(211,736	)		(306,671	)		(109,083	)		(415,754	)
Amortization of debt discount		(36,147	)		-			(36,147	)		(78,438	)		-			(78,438	)
Initial derivative expense		-			-			-			(572,415	)		-			(572,415	)
Change in derivative liabilities expense		231,290			-			231,290			885,269			-			885,269

Total other income (expense)		(12,708	)		(54,542	)		(67,250	)		(180,666	)		(109,083	)		(289,749	)

Loss from continuing operations		(80,754	)		(54,542	)		(135,296	)		(346,172	)		(109,083	)		(455,255	)

Net income (loss)	$	(80,754	)	$	(54,542	)	$	(135,296	)	$	(346,172	)	$	(109,083	)	$	(455,255	)

Net loss per share:
Basic and diluted	$	(0.0040	)	$	(0.0028	)	$	(0.0068	)	$	(0.0173	)	$	(0.0055	)	$	(0.0228	)
Weighted average number of common shares outstanding:
Basic and diluted		19,987,241			19,987,241			19,987,241			19,987,241			19,987,241			19,987,241

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

RAINMAKER WORLDWIDE INC. (FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)

Statement of Stockholders’ Equity (deficit)

	Shares		Amount		capital ($)		Preferred		Shares		Amount ($)		capital ($)		Receivable			Deficit ($)			income ($)		Total
	Mezzanine Equity
	Series A Preferred Stock																				Accumulated
					Additional		Stock						Additional								other
					paid-in		Payable -		Common Stock				paid-in		Stock						comprehensive
	Shares		Amount		capital ($)		Preferred		Shares		Amount ($)		capital ($)		Receivable			Deficit ($)			income ($)		Total
Balance, December 31, 2023 (As Previously Reported)		150,000	$	150	$	149,850	$	-		19,987,241		19,987		63,121,113		(24,000	)		(74,064,417	)		-		(10,947,317	)
Stock-based compensation										-		-		23,979		-			-			-		23,979
Settlement of derviative liability										-		-		11,298		-			-			-		11,298
Stock payable-Preferred								420,000		-		-		-					-			-		-
Receipt of funds owed										-		-		-		24,000			-			-		24,000
Net gain (loss) for the period		-		-		-		-		-		-		-		-			(265,418	)		-		(265,418	)
Balance, March 31, 2024		150,000	$	150	$	149,850	$	420,000		19,987,241		19,987		63,156,390		-			(74,329,835	)		-		(11,153,458	)

Stock payable-Preferred								5,000		-		-		-		-			-			-		-
Net gain (loss) for the period		-		-		-				-		-		-		-			(80,754	)		-		(80,754	)
Balance, June 30, 2024		150,000	$	150	$	149,850	$	425,000		19,987,241		19,987		63,156,390		-			(74,410,589	)		-		(11,234,212	)

Balance, December 31, 2023 (As Restated)		150,000	$	150	$	149,850	$	-		19,987,241		19,987		63,121,113		(24,000	)		(75,700,657	)		-		(12,583,557	)
Stock-based compensation										-		-		23,979		-			-			-		23,979
Settlement of derviative liability										-		-		11,298		-			-			-		11,298
Stock payable-Preferred								420,000		-		-		-					-			-		-
Receipt of funds owed										-		-		-		24,000			-			-		24,000
Net gain (loss) for the period		-		-		-		-		-		-		-		-			(319,959	)		-		(319,959	)
Balance, March 31, 2024		150,000	$	150	$	149,850	$	420,000		19,987,241		19,987		63,156,390		-			(76,020,616	)		-		(12,844,239	)

Stock payable-Preferred								5,000		-		-		-		-			-			-		-
Net gain (loss) for the period		-		-		-		-		-		-		-		-			(135,296	)		-		(135,296	)
Balance, June 30, 2024		150,000	$	150	$	149,850	$	425,000		19,987,241		19,987		63,156,390		-			(76,155,912	)		-		(12,979,535	)

Balance, December 31, 2024 (As Previously Reported)		150,000	$	150	$	149,850	$	430,000		19,987,241	$	19,987	$	63,178,161	$	-		$	(75,120,659	)	$	-	$	(11,922,511	)
Conversion of RP convertible promissory notes										26,935,424	$	26,935	$	908,398	$	-		$	-		$	-	$	935,333
Net gain (loss) for the period		-		-		-		-		-		-		-		-			(215,799	)		-		(215,799	)
Balance, March 31, 2025		150,000	$	150	$	149,850	$	430,000		46,922,665		46,922	$	64,086,559		-		$	(75,336,458	)		-	$	(11,202,977	)

Balance, December 31, 2024 (As Restated)		150,000	$	150	$	149,850	$	430,000		19,987,241	$	19,987	$	63,178,161	$	-		$	(76,978,095	)	$	-	$	(13,779,947	)
Conversion of RP convertible promissory notes										26,935,424	$	26,935	$	908,398	$	-		$	-		$	-	$	935,333
Net gain (loss) for the period		-		-		-		-		-		-		-		-			(270,340	)		-		(270,340	)
Balance, March 31, 2025		150,000	$	150	$	149,850	$	430,000		46,922,665		46,922	$	64,086,559		-		$	(77,248,435	)		-	$	(13,114,954	)

RAINMAKER WORLDWIDE INC.

(FORMERLY GOLD AND SILVER MINING OF NEVADA, INC.)

Consolidated Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES	As Previously Reported			Restatement Impacts			As Reported
	Six Months Ended June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES	As Previously Reported			Restatement Impacts			As Reported
Net gain (loss)	$	(346,172	)	$	(109,083	)	$	(455,255	)
Adjustments to reconcile net income to net cash used for operating activities:
Stock-based compensation		23,979			-			23,979
Change in fair value of derivative liabilities		(885,269	)		-			(885,269	)
Initial derivative expense		572,415			-			572,415
Discount amortization		78,438			-			78,438
Income/loss from equity method investment		108,411			-			108,411
Change in operating assets and liabilities:
Accounts receivable		(199	)		-			(199	)
Prepaid expenses		(4,980	)		-			(4,980	)
Accounts payable, related party payables and accrued liabilities		408,617			-			408,617
Contingent Liability		-			109,083			109,083

CASH USED FOR OPERATING ACTIVITIES		(44,760	)		-			(44,760	)

CASH FLOWS FROM INVESTING ACTIVITIES
Promissory note issuance - RP		(400,000	)		-			(400,000	)
Cash paid from related party note issuance		7,000			-			7,000
CASH USED FOR INVESTING ACTIVITIES		(393,000	)		-			(393,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from preferred subscription		425,000			-			425,000
Stock issued for cash (pmt received)		24,000			-			24,000
Payments on debt		(11,125	)		-			(11,125	)

CASH PROVIDED BY FINANCING ACTIVITIES		437,875			-			437,875
NET INCREASE (DECREASE) IN CASH		115			-			115

CASH AT BEGINNING OF YEAR		131			-			131

CASH AT PERIOD END	$	246		$	-		$	246

NON-CASH TRANSACTIONS

Conversion of AP to convertible notes payable		326,833			-			326,833
Conversion of AP to LT notes payable-RP		640,000			-			640,000
Initial derviative discount		326,833			-			326,833
Amendment to convertible note		200,652			-			200,652
Settlement of derivative liability		11,298			-			11,298

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