This is a housekeeping amendment with no new trading activity. The key catalyst to watch is the December 31, 2026 maturity of the convertible note — conversion would add ~6.6M shares (6.5% dilution) at $0.027, well below the current OTC price. Ms. White's insider board role and the ongoing financial-reporting remediation (per the Sept 23 8-K) suggest she is deeply involved in the company's turnaround effort, not a short-term trader.
Price Chart
Executive Summary
Kelly Michelle White and her wholly owned entity 2752128 Ontario Ltd. filed Amendment No. 1 to their Schedule 13D, correcting Ms. White's direct share count from 10,514,516 to 10,514,440 and updating the conversion shares on the December 2025 convertible note to reflect accrued interest through October 20, 2026. The amendment also notes Ms. White became a director and officer of Rainmaker Worldwide effective September 21, 2026, and that a prior Form 144 for 837,997 shares was not consummated. No new transactions were reported since the original filing.
Key Financial Metrics
Key Facts
- Kelly Michelle White beneficially owns 17,171,626 shares (16.9% of outstanding), including 10,514,440 direct shares, ~6,557,186 shares issuable on conversion of a $163,888.08 convertible note (10% interest, $0.027 conversion price), and 100,000 shares on an option at $0.0347 expiring July 2027.
- 2752128 Ontario Ltd. beneficially owns 6,657,186 shares (6.5%), all convertible/option shares; it holds no direct common shares.
- Ms. White became a director, Treasurer, Principal Financial Officer, and Principal Accounting Officer effective September 21, 2026 — the same day the original Schedule 13D was filed.
- The amendment corrects a minor share-count error and updates note-conversion shares for interest accrual; no new buying or selling occurred since the original filing.
- A proposed sale of 837,997 shares reported on Form 144 in January 2026 was not completed.
Financial Impact
No new capital deployed; the convertible note principal is $163,888.08 with $13,155.95 accrued interest; the note matures December 31, 2026.
Risk Factors
- Potential dilution of ~6.6M shares if the convertible note is converted at $0.027/share before year-end 2026.
- Company is behind on SEC filings (2025 10-K and Q1-Q3 2026 10-Qs are outstanding), creating OTCQX/OTCQB listing risk.
- Insider control is concentrated — Ms. White holds 16.9% and is also a director/officer, reducing minority-shareholder influence.
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001493152-26-048064 |
| Document: 0001493152-26-048064-index.html | 0001493152-26-048064 |
| Document: 0001493152-26-048064.txt | 0001493152-26-048064 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | SC 13D/A | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 22, 2026 4d ago | 3/A | $0.000300 | awaiting T+20 | — | $0.000300 (+0.00%) |
Oct 8, 2026 18d ago | SC 13D/A | $0.000200 | awaiting T+20 | — | $0.000300 (−50.00%) |
Sep 23, 2026 4w ago | 8-K | $0.006000 $0.000500 | ▲ +91.67% | ▲ +92.35% | $0.000300 (+95.00%) |
Sep 21, 2026 5w ago | SC 13D/A | $0.006000 $0.000500 | ▼ −91.67% | ▼ −91.11% | $0.000300 (−95.00%) |
Sep 21, 2026 5w ago | 8-K | $0.006000 $0.000500 | ▼ −91.67% | ▼ −91.11% | $0.000300 (−95.00%) |
Sep 21, 2026 5w ago | SC 13D | $0.006000 $0.000500 | ▼ −91.67% | ▼ −90.76% | $0.000300 (−95.00%) |
Sep 18, 2026 5w ago | SC 13D | $0.006000 $0.000500 | ▲ +91.67% | ▲ +91.87% | $0.000300 (+95.00%) |
Sep 14, 2026 6w ago | 8-K | $0.000400 $0.000100 | ▲ +75.00% | ▲ +77.52% | $0.000300 (+25.00%) |
Sep 3, 2026 7w ago | 8-K | $0.000300 $0.000200 | ▲ +33.33% | ▲ +33.12% | $0.000300 (−0.00%) |
US Market Status
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