Rainforest Resourses Inc.

Florida

936 SW 1st. Avenue, Miami Florida 33130

Telephone:941 404 8841

Corporate Website:www.rainforestresourcesinc.com

SIC Codes: Primary: 0811 (Timber tracts)

Secondary: 5199 (Wholesale non-durable goods)

Annual Disclosure Statement

For the period ending September 30, 2021

unaudited

The number of shares outstanding of our Common Stock is 47,626,239 as of Sept. .30, 2020 The number of shares outstanding of our Common Stock was 47,626,239 as of Sept. 30 2021

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of

1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: No: X

Yes: No: X

Yes: No: X

We previously were a shell company, therefore the exemption offered pursuant to Rule 144 is not available. Anyone who purchased securities directly or indirectly from us or any of our affiliates in a transaction or chain of transactions not involving a public offering cannot sell such securities in an open market transaction."

OTC Markets Group Inc.

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Part A General Company Information

Item 1 Rainforest Resources Inc.

Item 2

The address of the issuer's principal executive offices.

Company Headquarters

Address: 936 SW 1st. Avenue Miami, Florida 34218

Phone: 941-404-8814

E-Mail:www.rainforestresourcesinc.com

IR Contact

Wellington-Cooke Corporate Services Ltd.

65 Lillian Street, Suite 110 Toronto, Ont., Canada M4S 0A1

Phone : ( 416) 464-7484

E-Mail :pc@rainforestresourcesinc.com

Item 3 The jurisdiction(s) and date of the issuer's incorporation ororganization.

State of Florida 1992 (active).

Part B Share Structure

Item 4 Common Shares:

Preferred Shares Series A, B, C, and D:

CUSIP: 75087K 103

Trading Symbol: RRIF.QB

Item 5

Par or stated value and description of the security.

  1. Common Stock: Par Value: .0001 Preferred Stock. .0001

Common Stock: 1,000,000,000 authorized

Preferred Stock: 150,000 authorized

Preferred Stock Outstanding: 1 Series D.

Initial Value: .0001

Series D Preferred shares: 100,000 authorized at $.0001 value per share.

Describe any other material rights of common or preferred stockholders.

  1. Series C Convertible Preferred Stock has ten votes per Series C Convertible Preferred Stock convertible 1:1 for common stock after one year from date of issue,
  2. Series D Preferred shares: 100,000 authorized at $.0001 value per share.

If at least one share of Series D Preferred Stock is issued and outstanding, then the total aggregate

OTC Markets Group Inc.

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issued shares of Series D Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock, which equals four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series A and B and Series C Preferred Stocks which are issued and outstanding at the time of conversion.

3. None.

Item 6

The number of shares or total amount of the securities outstanding for

each classof securities authorized.

  1. Total common shares authorized: 1,000,000,000 as of Mar. 31, 2019.
    Total common shares outstanding: 47,626,239 as of: Sept. 30, 2021
    Freely trade-able shares (public float): 8,428,835 as at Sept. 30,2021.
    Number of beneficial shareholders owning at least 100 shares: 65.
    Total number of shareholders of record: 65 as at Sept. 30, 2021.
  2. Total common shares outstanding: 47,626,239 as of: Sept. 30, 2020.
    Total common shares outstanding: 47,626,239 as of: Sept. 30, 2021.

Total Preferred shares authorized: 150,000

Total Preferred shares outstanding: 1 Series D.

Item 7 The name and address of the transfer agent.

Standard register and Transfer Co.

440 East 400 South,

Suite 200 Salt Lake City, UT 84111 Phone: (801) 571-8844

The Transfer Agent is registered under the Exchange Act

Part C Business Information

Item 8 The nature of the issuer's business.

The main purpose of RAINFOREST Resources Inc. is to produce Carbon Credits for to be sold to companies internationally that require Carbon Credits to avoid sanctions as stipulated by the Kyoto Protocol and reaffirmed in the Paris meeting of December 2015.

The company has negotiated the purchase of 32,000 +or- hectares which are privately owned properties, located within the following boundaries: Mountain chain Flautas north, Paztaza river to the South, River Llushín West and River Cristal East, in the Republic of Ecuador. The area abounds with commodities and more important resources for future biodiversity, a forest that produces immense quantities of pure oxygen and CO2 sequestration.

OTC Markets Group Inc.

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The company has also identified natural springs on the acquired properties and is evaluating the profitability of exporting the natural spring water.

Rainforest Resources is a Florida Corporation formed in 1992, its fiscal year end is Dec. 31.

The issuer nor any of its predecessors has been in bankruptcy, receivership or any similar proceeding;

  1. any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets;
    None.
  2. any default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to makepayments;
    No.
  3. any change of control;

No.

  1. any increase of 10% or more of the same class of outstanding equity securities;
    No.
  2. any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization;
    No.
  3. any delisting of the issuer's securities by any securities exchange;

No. and;

    1. any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past or pending trading suspensions by a securities regulator. State the names of the principal parties, the nature and current status of the matters, and the amounts involved.
      None.
  1. Business of Issuer.
    1. the issuer's primary and secondary SIC Codes; Primary: 0811 (Timber tracts)
      Secondary: 5199 (Wholesale non-durable goods)
    2. the issuer is in the development stage; The company is in the development stage in need of substantial additional capital to reach an operating stage.
    3. the names and contact information of any parent, subsidiary, or affiliate of the issuer, and its business purpose, its method of operation, its ownership, and whether it is included in the financial statements attached to this disclosure statement; 1. Rain Forest Ecuador- Ecuador-HoldingCo. 99% owned by Rainforest Resources Inc. 2. Rain Forest Enterprises Ltd.- Ecuador-
      Holding Co. 99% owned by Rainforest Resources Inc.

OTC Markets Group Inc.

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4.

the effect of existing or probable governmental regulations on thebusiness;

There are no existing or probable governmental regulations on the

business currently.

1.

an estimate of the amount spent during each of the last two fiscal years on

research and development activities, and, if applicable, the extent to which the

cost of such activities were borne directly by customers; The company has

spent approximately $550,000. USD in the last two fiscal years on

research and development activities, these costs have been borne by

the company.

2.

costs and effects of compliance with environmental laws (federal, state and

local); The company is compliant with all costs and effects of

compliance with environmental laws (federal, state and local); and

3.

the number of total employees and number of full-time employees.

The company has one full time employee and retains independent 3rd. party

consultants.

Item 9

The nature of products or services offered.

In responding to this item, please describe the following so that a potential investor can clearly understand the products and services of the issuer:

    1. principal products or services, and their markets; Development and issuance and sale of
      Carbon Credit Certificates. ("CCC").
    2. distribution methods of the products or services; Sold via; (example:https://www.sendeco2.com/es/precios-co2). and other CCC exchanges.
    3. status of any publicly announced new product or service; None at time of writing.
  1. competitive business conditions, the issuer's competitive position in the industry, and methods of competition; At present the Rainforest Resources Inc. is the only publicly traded company developing Carbon Credit Certificates. ("CCC") in Ecuador.
  2. sources and availability of raw materials and the names of principal suppliers;

N/A

dependence on one or a few major customers;

the company is not dependent on one or a few major customers.

patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration;

The company has no; patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts. and

the need for any government approval of principal products or services and the status of any requested government approvals

The company is compliant with all government approvals required.

OTC Markets Group Inc.

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Rainforest Resources Inc. published this content on 12 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 November 2021 20:06:18 UTC.