Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 29, 2022, Rainmaker Worldwide Inc. (the "Company")filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the aggregate number of authorized shares to 501,000,000, of which 500,000,000 shares are to be common stock with a par value of $0.001 per share and 1,000,000 shares are to be preferred stock with a par value of $0.001 per share (the "Amendment").

The above description is a summary and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 29, 2022, the Company held a Special Meeting of Stockholders. Each share of the Company's common stock was entitled to one vote per share. The matter voted upon and the results are set forth below.

Proposal: Increase in Authorized Shares and Establishment of Preferred shares.

Stockholders approved an increase in the Company's authorized common stock to 500,000,000 and the establishment of 1,000,000 preferred shares.





   For        Against    Abstentions   Broker Non-Votes
78,263,619   1,051,137     305,787            0

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit Number   Description
3.1                Certificate of Amendment
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)




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