Restatement of Previously Issued Financial Statements (Tables)

6 Months Ended

Jun. 30, 2025

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

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