RANGE IMPACT, INC. 10-Q

Item 1. Financial Statements MALACHITE INNOVATIONS, INC. CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 AND DECEMBER 31, 2022 4 CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022 5 CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022 6 CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022 7 NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 8 3 MALACHITE INNOVATIONS, INC. CONSOLIDATED BALANCE SHEETS June 30, 2023 December 31, 2022 (Unaudited) (Audited) Assets Current Assets Cash and cash equivalents $ 359,564 $ 442,369 Accounts receivable 1,273,635 981,385 Unbilled receivables 1,129,046 - Prepaid expenses 47,719 884 Total current assets 2,809,964 1,424,638 Long-term Assets Equipment, net of accumulated depreciation 6,134,119 6,045,514 Goodwill 751,421 751,421 Deposits 19,976 8,892 Total long-term assets 6,905,516 6,805,827 Total Assets $ 9,715,480 $ 8,230,465 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 772,892 $ 233,808 Current portion of long-term debt 1,089,509 1,319,201 Line of credit 1,200,000 - Total current liabilities 3,062,401 1,553,009 Long-term Liabilities Long-term debt, net of current portion 3,457,814 3,738,013 Total long-term debt 3,457,814 3,738,013 Total liabilities 6,520,215 5,291,022 Stockholders’ Equity Common stock, par value $ 0.001 per share; 1,000,000,000 shares authorized; 80,850,148 and 78,116,814 shares issued and outstanding, respectively 80,850 78,117 Additional paid-in-capital 53,517,367 53,074,180 Accumulated deficit ( 50,402,952 ) ( 50,212,854 ) Total stockholders’ equity 3,195,265 2,939,443 Total Liabilities and Stockholders’ Equity $ 9,715,480 $ 8,230,465 See accompanying notes to the consolidated financial statements. 4 MALACHITE INNOVATIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 3,998,267 $ 639,359 $ 7,013,154 $ 639,359 Cost of services 3,153,166 574,407 5,519,051 574,407 Gross profit 845,101 64,952 1,494,103 64,952 Operating expenses: General and administrative 635,898 380,326 1,361,946 698,267 Research and development 107,444 107,823 213,621 233,553 Total operating expenses 743,342 488,149 1,575,567 931,820 Income (loss) from operations 101,759 ( 423,197 ) ( 81,464 ) ( 866,868 ) Other expenses: Interest expense ( 64,997 ) ( 19,989 ) ( 108,634 ) ( 24,292 ) Other income - - - - Total other expenses, net ( 64,997 ) ( 19,989 ) ( 108,634 ) ( 24,292 ) Net income (loss) $ 36,762 $ ( 443,186 ) $ ( 190,098 ) $ ( 891,160 ) Basic and diluted income (loss) per common share $ 0.00 $ ( 0.01 ) $ ( 0.00 ) $ ( 0.02 ) Earnings per share, basic $ 0.00 $ ( 0.01 ) $ ( 0.00 ) $ ( 0.02 ) Weighted average number of common shares outstanding: Basic and diluted 80,519,745 65,406,191 79,324,917 58,466,722 Weighted average number of shares outstanding, basic 80,519,745 65,406,191 79,324,917 58,466,722 See accompanying notes to the consolidated financial statements. 5 MALACHITE INNOVATIONS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) Number of Shares Amount Paid-in Capital Accumulated Deficit Total Three months ended June 30, 2023 Common Stock Additional Number of Shares Amount Paid-in Capital Accumulated Deficit Total Balance as of March 31, 2023 78,116,814 $ 78,117 $ 53,074,180 $ ( 50,439,714 ) $ 2,712,583 Shares issued for cash 2,733,334 2,733 407,267 - 410,000 Fair value of vested stock options - - 35,920 - 35,920 Net income - - - 36,762 36,762 Balance as of June 30, 2023 80,850,148 $ 80,850 $ 53,517,367 $ ( 50,402,952 ) $ 3,195,265 Balance 80,850,148 $ 80,850 $ 53,517,367 $ ( 50,402,952 ) $ 3,195,265 Three months ended June 30, 2022 Common Stock Additional Number of Shares Amount Paid-in Capital Accumulated Deficit Total Balance as of March 31, 2022 51,450,147 $ 51,450 $ 48,707,587 $ ( 49,588,652 ) $ ( 829,615 ) Balance 51,450,147 $ 51,450 $ 48,707,587 $ ( 49,588,652 ) $ ( 829,615 ) Shares issued for cash 20,000,000 20,000 2,980,000 - 3,000,000 Shares issued in exchange for Range 5,000,000 5,000 745,000 - 750,000 Net loss - - - ( 443,186 ) ( 443,186 ) Balance as of June 30, 2022 76,450,147 $ 76,450 $ 52,432,587 $ ( 50,031,838 ) $ 2,477,199 Balance 76,450,147 $ 76,450 $ 52,432,587 $ ( 50,031,838 ) $ 2,477,199 Six months ended June 30, 2023 Common Stock Additional Number of Shares Amount Paid-in Capital Accumulated Deficit Total Balance as of December 31, 2022 78,116,814 $ 78,117 $ 53,074,180 $ ( 50,212,854 ) $ 2,939,443 Balance 78,116,814 $ 78,117 $ 53,074,180 $ ( 50,212,854 ) $ 2,939,443 Shares issued for cash 2,733,334 2,733 407,267 - 410,000 Fair value of vested stock options - - 35,920 - 35,920 Net loss - - - ( 190,098 ) ( 190,098 ) Balance as of June 30, 2023 80,850,148 $ 80,850 $ 53,517,367 $ ( 50,402,952 ) $ 3,195,265 Balance 80,850,148 $ 80,850 $ 53,517,367 $ ( 50,402,952 ) $ 3,195,265 Six months ended June 30, 2022 Common Stock Additional Number of Shares Amount Paid-in Capital Accumulated Deficit Total Balance as of December 31, 2021 51,450,147 $ 51,450 $ 48,707,587 $ ( 49,140,678 ) $ ( 381,641 ) Balance 51,450,147 $ 51,450 $ 48,707,587 $ ( 49,140,678 ) $ ( 381,641 ) Shares issued for cash 20,000,000 20,000 2,980,000 - 3,000,000 Shares issued in exchange for Range 5,000,000 5,000 745,000 - 750,000 Net loss - - - ( 891,160 ) ( 891,160 ) Net income ( loss) - - - ( 891,160 ) ( 891,160 ) Balance as of June 30, 2022 76,450,147 $ 76,450 $ 52,432,587 $ ( 50,031,838 ) $ 2,477,199 Balance 76,450,147 $ 76,450 $ 52,432,587 $ ( 50,031,838 ) $ 2,477,199 See accompanying notes to the consolidated financial statements. 6 MALACHITE INNOVATIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2023 2022 Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 190,098 ) $ ( 891,160 ) Adjustments to reconcile net loss to net cash used in operating activities: Fair value of vested stock options 35,920 - Depreciation 695,910 55,392 Changes in operating assets and liabilities: Accounts receivable ( 292,250 ) 273,412 Unbilled receivables ( 1,129,046 ) ( 230,929 ) Interest accrued but not paid - 2,789 Due from shareholder - ( 250,000 ) Prepaid expense and other current assets ( 46,835 ) 3,000 Accounts payable and accrued liabilities 539,084 192,628 Deposits ( 11,084 ) ( 200 ) Net cash used in operating activities ( 398,399 ) ( 845,068 ) Cash flows from investing activities: Equipment purchases ( 784,515 ) ( 1,107,833 ) Cash acquired in acquisition of Range Environmental Resources - 15,827 Cash paid for acquisition of Range Environmental Resources - ( 750,000 ) Net cash used in investing activities ( 784,515 ) ( 1,842,006 ) Cash flows from financing activities: Issuance of shares for cash 410,000 3,000,000 Proceeds from long-term debt 383,202 1,015,020 Repayment of long-term debt ( 893,093 ) - Proceeds from line of credit 1,200,000 500,000 Net cash provided by financing activities 1,100,109 4,515,020 Net increase (decrease) in cash and cash equivalents ( 82,805 ) 1,827,946 Cash and cash equivalents - beginning of period 442,369 38,343 Cash and cash equivalents - end of period $ 359,564 $ 1,866,289 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 108,634 $ 21,503 Stock issued for acquisition - 750,000 Income taxes - - See accompanying notes to the consolidated financial statements. 7 MALACHITE INNOVATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (Unaudited) 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Malachite Innovations, Inc. (the “Company”, “we”, “us”, “our” or “Malachite”), was incorporated in the State of Nevada on June 29, 2007. Malachite is a public holding company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Malachite owns and operates a balanced portfolio of operating businesses focused on developing long-term solutions to environmental, social and health challenges, with a particular focus on economically disadvantaged communities. Malachite takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Malachite seeks to thoughtfully allocate its capital into ventures that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders. Originally founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business. In 2011, the Company changed its name to Stevia First Corp. and pursued a new strategy focused on developing stevia-based additives for the food and beverage industry. In 2015, the Company changed its name to Vitality Biopharma, Inc. and pursued a new strategy focused on developing cannabinoid-based prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract by unlocking the therapeutic properties of cannabinoids but without their unwanted psychoactive side effects. In October 2021, the Company changed its name to Malachite Innovations, Inc. and reorganized its corporate structure and created the following two wholly-owned operating subsidiaries: (i) Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets; and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as a holding company for the Company’s future impact investing operating businesses. In May 2022, Daedalus acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range Reclamation Entities”). The Range Reclamation Entities provide land reclamation, water restoration and environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial, agricultural or recreational use. The Range Reclamation Entities’ water restoration services seek to improve rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory standards and requirements. The Range Reclamation Entities also provide environmental consulting services to customers typically in connection with land reclamation and water restoration projects and as an additional value-add service, sells water treatment chemicals manufactured by third parties to their customers. Range Natural also provides resource mining services for customers incidental to the reclamation and repurposing of mine sites. On December 31, 2022, Daedalus was merged into Malachite Innovations, Inc., leaving Malachite Innovations, Inc., as the parent company and the Range Reclamation Entities, Aether Credit Ventures, Inc., NextGen AgriTech, Inc., Pristine Stream Ventures, Inc., Range Security Resources, Inc., Terra Preta, Inc. and Graphium as its wholly-owned subsidiaries. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2023, the Company incurred a net loss of $ 190,098 and used $ 398,399 of cash in the Company’s operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 8 The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of June 30, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 359,564 , line of credit availability of $ 800,000 , and revenues being generated by the Range Reclamation Entities . Although the Company’s existing cash balances are estimated to be sufficient to fund its currently planned level of operations, the Company is actively seeking additional financing and other sources of capital to accelerate the funding and execution of its growth strategy and value creation plan. However, these estimates could differ if the Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster than it currently expects. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Aether Credit Ventures, Inc., Graphium Biosciences, Inc., NextGen AgriTech, Inc., Pristine Stream Ventures, Inc., Range Environmental Resources, Inc., Range Natural Resources, Inc., Range Security Resources, Inc., Terra Preta, Inc., and Daedalus Ecosciences, Inc. (merged into Malachite Innovations, Inc. on December 31, 2022), and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The Company also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project. All revenue is recognized at a point in time. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. 9 Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding at the end of each fiscal period reflected in the consolidated balance sheets. Based on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and, therefore, no allowances were recorded for the three months ended June 30, 2023 or the three months ended June 30, 2022. Accounts receivable were $ 1,273,635 and $ 981,385 at June 30, 2023 and December 31, 2022, respectively. No bad debt expense was accrued in either the three months ended June 30, 2023 or the three months ended June 30, 2022 and there is no allowance for doubtful accounts as of June 30, 2023 or December 31, 2022. Unbilled Receivables Unbilled receivables represent revenue that has been recognized on projects for which billings have not been presented to the customer because the amounts were earned but not billable at the balance sheet date. Equipment Equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF EQUIPMENT June 30, 2023 December 31, 2022 Equipment $ 7,422,329 $ 6,637,814 Accumulated depreciation 1,288,210 592,300 Net book value 6,134,119 6,045,514 Depreciation expense $ 695,910 $ 395,543 The Company provides for depreciation of equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six-year useful lives of the equipment. The Company assesses the recoverability of its equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment. Delivery Costs Delivery costs are classified as cost of sales. Goodwill Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset is impaired. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. As of June 30, 2023, the Company had no lease commitments for longer than one year. 10 Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Basic and Diluted Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted income (loss) per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2023 December 31, 2022 Options 9,792,544 9,392,544 Warrants 25,046,669 22,313,335 Total 34,839,213 31,705,879 Anti-dilutive loss per shares 34,839,213 31,705,879 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. 11 Segments As of June 30, 2023, the Company has five operating business segments: (i) Environmental Services, (ii) Biochar Products and Solutions, (iii) Stream Mitigation Banking, (iv) Environmental Security Services, and (v) Cannabinoid Drug Development. In October 2021, the Company began operating under two segments: (i) Graphium Biosciences, Inc., a wholly-owned subsidiary of the Company, reports the operating results of our cannabinoid drug development segment, which is advancing a broad portfolio of glycosylated cannabinoid prodrugs that have been developed to unlock the rebalancing effects of the endocannabinoid system to address numerous chronic conditions, and (ii) the Range Reclamation Entities, which are wholly-owned subsidiaries of the Company, report the operating results of the Environmental Services segment, which provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers . The Biochar Products and Solutions, Stream Mitigation Banking, and Environmental Security Services business segments began operations in the first quarter of 2023. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 was effective for the Company beginning January 1, 2023. This did not have a material effect on the Company’s financial position, results of operations, or cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. 2. ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES In May 2022, the Company and its wholly-owned subsidiary, Daedalus Ecosciences, Inc., entered into a share purchase agreement with Range Environmental Resources, Inc. (“Range Environmental”), and Range Natural Resources, Inc. (“Range Natural”, and collectively with Range Environmental, the “Range Reclamation Entities”), and the two (2) shareholders of the Range Reclamation Entities (the “Range Shareholders”) (the “Share Purchase Agreement”), under which the Company issued a total of 10,000,000 shares of the Company’s common stock to the Range Shareholders and Daedalus Ecosciences paid cash consideration of $ 1,000,000 to the Range Shareholders for 80 % of the outstanding common stock of each of the Range Reclamation Entities. Subsequent to entering into the Share Purchase Agreement, the Company discovered that Joshua Justice, one of the Range Shareholders (“Justice”), made certain misrepresentations in the Share Purchase Agreement. On July 12, 2022, the Company entered into a Separation Agreement, by and among the Company, Daedalus Ecosciences, the Range Reclamation Entities, and Justice and his spouse (the “Separation Agreement”) pursuant to which Justice: a) acknowledged that his employment with the Range Reclamation Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities . 12 Subsequently, on October 11, 2022, Daedalus Ecosciences and Jeremy Starks, the remaining Range Shareholder (“Starks”), entered into a share purchase agreement, effective as of May 11, 2022 (the “Starks Agreement”), pursuant to which Starks exchanged his 10 % common stock ownership of the Range Reclamation Entities for 10 % of the Cash Dividends and Sale Proceeds (as both terms are defined in the Starks Agreement) of the Range Reclamation Entities . A s a result of the merger of Daedalus Ecosciences into Malachite as of December 31, 2022 , the Range Reclamation Entities are reported as wholly-owned subsidiaries of the Company in the financial statements made part of this Form 10-Q. No other changes were made to the consideration received by Starks as part of the Share Purchase Agreement and he remains as President of each of the Range Reclamation Entities. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired are set forth below. The allocation of the purchase price is based on management’s estimates. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Cash $ 15,827 Accounts receivables 889,919 Property and equipment 628,000 Goodwill 751,421 Total assets acquired 2,285,167 Fair value of liabilities assumed ( 785,167 ) Purchase price $ 1,500,000 Cash consideration 750,000 Common stock consideration 750,000 Total purchase price $ 1,500,000 Acquisition transaction costs incurred $ 20,592 Goodwill has an assigned value of $ 751,421 and represents the value of the Range Reclamation Entities’ brand reputation, customer base and employee relations. 3. GOODWILL Goodwill was $ 751,421 at June 30, 2023 and at December 31, 2022. The goodwill as of both dates represents the value of the Range Reclamation Entities’ employee relations . Goodwill by reportable segment is as follows: SCHEDULE OF GOODWILL June 30, 2023 December 31, 2022 Environmental Services: Beginning Balance $ 751,421 $ - Acquisitions - 751,421 Adjustments - - Ending Balance $ 751,421 $ 751,421 4. EQUITY Issuance of Common Stock and Warrants On April 11, 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of (i) 2,733,334 shares of the Company’s common stock (the “Shares”) at a price of $ 0.15 per share and (ii) warrants to purchase up to an additional 2,733,333 shares of the Company’s common stock (the “Warrants”, and the shares issuable upon exercise of the Warrant, the “Warrant Shares”) at a price of $ 0.60 per share. The Warrants expire on April 11, 2028. The aggregate proceeds to the Company from the sale of the Shares and Warrants were approximately $ 400,000 . 13 5. STOCK OPTIONS Stock options issued during the three months ended June 30, 2023 and the three months ended June 30, 2022 During the three months ended June 30, 2023, the Company granted options to two outside advisors to purchase an aggregate of 400,000 shares of the Company’s common stock with exercise prices of $ 0.18 per share that expire five years from the date of grant. Options to purchase 200,000 shares vested upon grant and options to purchase 200,000 vest over two years. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) volatility rate between 273.24 % and 273.87 % , (ii) discount rate between 1.4 % and 1.55 % , (iii) zero expected dividend yield, and (iv) expected life of 5 years, which is the term of the options. The total fair value of the option grants at their grant dates was approximately $ 71,840 , $ 35,920 of which was allocated to general and administrative expenses during the three months ended June 30, 2023. No stock options were granted to directors, advisors, and employees during the three months ended June 30, 2022. During the three months ended June 30, 2023, total stock-based compensation expense related to vested stock options was $ 35,920 . During the three months ended June 30, 2022, the Company recorded no stock-based compensation expense related to vested stock options. At June 30, 2023, the remaining unamortized cost of the outstanding stock-based awards was approximately $ 35,920 and will be amortized on a straight-line basis over the remaining vesting period of 2 years. A summary of the Company’s stock option activity during the six months ended June 30, 2023 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted 400,000 0.18 Exchanged - - Exercised - - Expired - - Forfeited - - Balance outstanding at June 30, 2023 9,792,544 $ 0.52 Balance exercisable at June 30, 2023 9,592,544 $ 0.53 At June 30, 2023, the 9,792,544 outstanding stock options had no intrinsic value. A summary of the Company’s stock options outstanding as of June 30, 2023 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, June 30, 2023 3,050,000 $ 0.18 $ 0.18 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 83,334 $ 3.10 - 3.80 $ 3.10 - 3.80 18,334 $ 4.00 - 4.70 $ 4.00 - 4.70 9,792,544 14 A summary of the Company’s stock options outstanding and exercisable as of June 30, 2023 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding and Exercisable, June 30, 2023 2,850,000 $ 0.18 $ 0.18 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 83,334 $ 3.10 - 3.80 $ 3.10 - 3.80 18,334 $ 4.00 - 4.70 $ 4.00 - 4.70 9,592,544 6. WARRANTS A summary of warrants to purchase common stock issued during the six months ended June 30, 2023 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 22,313,335 $ 0.61 Granted 2,733,334 0.60 Exercised - - Expired - - Balance outstanding and exercisable at June 30, 2023 25,046,669 $ 0.61 At June 30, 2023, the 25,046,669 outstanding stock warrants had no intrinsic value. 7. LINES OF CREDIT In November 2022, the Company secured a bank line of credit with a limit of $ 1,000,000 . The line of credit expires on November 30, 2023 and bears interest at one percent ( 1 % ) above the prime rate ( 9.25 % at June 30, 2023). As of June 30, 2023, the balance due under the line of credit was $ 200,000 . In June 2023, the Range Reclamation Entities secured a separate bank line of credit with a limit of $ 1,000,000 . This line of credit is secured by all of the Range Reclamation Entities’ fixed assets. This line of credit expires on June 24, 2024 and bears interest at the prime rate ( 8.25 % at June 30, 2023). As of June 30, 2023, the balance due under this line of credit was $ 1,000,000 . 8. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on vehicles and equipment, which serves as the collateral. Interest rates range from 3.69 % to 9.95 % for 2023. The debt matures from 2023 through 2028 . 15 A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2023 – due between July 1, 2023 and June 30, 2024 $ 1,089,509 2024 – due between July 1, 2024 and June 30, 2025 1,133,938 2025 – due between July 1, 2025 and June 30, 2026 768,744 2026 – due between July 1, 2026 and June 30, 2027 756,993 2027 – due between July 1, 2027 and June 30, 2028 626,976 2028 and later – due on July 1, 2028 and thereafter 171,163 Total long-term debt $ 4,547,323 9. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales to the Company’s largest customer were 94 % and 92 % of total sales for the three months ended June 30, 2023 and the six months ended June 30, 2023, respectively. Sales to the Company’s two largest customers were 91 % of total sales for the three and six months ended June 30, 2022. Accounts receivable from the same customer were 96 % of total accounts receivable and unbilled receivables as of June 30, 2023. Accounts receivable from the Company’s two largest customers were 93 % of total accounts receivable and unbilled receivables as of June 30, 2022. 10. COMMITMENTS AND CONTINGENCIES The Company received a letter in February 2021 from counsel for the Company’s director’s and officer’s insurance carrier (the “insurer”) demanding that the Company reimburse the insurer for sums advanced by the insurer to a former director of the Company as defense costs in connection with a claim purportedly arising under a previous directors and officers insurance policy. The Company believes it has no liability for this claim on the basis of, among other things, Nevada law, the Company’s governing documents and the language of the policy. Accordingly, as of June 30, 2023, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for this matter. 11. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services, categories, business segments and major customers in financial statements. The Company has five reportable segments that are based on the following business units: (i) Environmental Services, (ii) Biochar Products and Solutions, (iii) Stream Mitigation Banking, (iv) Environmental Security Services, and (v) Cannabinoid Drug Development. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The five reportable segments that result from applying the aggregation criteria are as follows: ● Environmental Services – land reclamation, water restoration and environmental consulting services ● Biochar Products and Solutions - biochar product development and environmental solutions business ● Stream Mitigation Banking – mitigation banks to restore waterways and support economic development ● Environmental Security Services – security services on mines transitioning to next generation industries ● Cannabinoid Drug Development – glycosylated cannabinoid drug development program 16 The Company operated two reportable business segments during the three and six months ended June 30, 2022, the Cannabinoid Drug Development and Environmental Services segments. The other business segments began operating in 2023. The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories Environmental Services Biochar Products and Solutions Stream Mitigation Banking Environmental Security Services Cannabinoid Drug Development Corporate Total For the three months ended June 30, 2023 Environmental Services Biochar Products and Solutions Stream Mitigation Banking Environmental Security Services Cannabinoid Drug Development Corporate Total Sales $ 3,882,492 $ -       - $ 115,775 $ - $ - $ 3,998,267 Cost of services 3,092,805 - - 60,361 - - 3,153,166 Gross profit 789,687 - - 55,414 - - 845,101 Net income (loss) 433,922 ( 19,116 ) - 37,550 ( 107,444 ) ( 308,150 ) 36,762 Total assets 9,440,020 15,138 - 94,610 8,784 156,928 9,715,480 Depreciation 338,409 426 - 2,891 - - 341,726 Interest expense 63,061 - - 224 - 1,712 64,997 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 38,289 $ - - $ - $ - $ - $ 38,289 Environmental Services Biochar Products and Solutions Stream Mitigation Banking Environmental Security Services Cannabinoid Drug Development Corporate Total For the six months ended June 30, 2023 Environmental Services Biochar Products and Solutions Stream Mitigation Banking Environmental Security Services Cannabinoid Drug Development Corporate Total Sales $ 6,870,979 $ - - $ 142,175 $ - $ - $ 7,013,154 Cost of services 5,442,713 - - 76,338 - - 5,519,051 Gross profit 1,428,266 - - 65,837 - - 1,494,103 Net income (loss) 620,565 ( 38,280 ) - 20,445 ( 213,621 ) ( 579,207 ) ( 190,098 ) Total assets 9,440,020 15,138 - 94,610 8,784 156,928 9,715,480 Depreciation 691,165 426 - 4,319 - - 695,910 Interest expense 105,811 - - 224 - 2,599 108,634 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 716,491 $ 15,350 - $ 52,674 $ - $ - $ 784,515 Environmental Services Cannabinoid Drug Development Corporate Total For the three months ended June 30, 2022 Environmental Services Cannabinoid Drug Development Corporate Total Revenue $ 639,359 $ - $ - $ 639,359 Cost of services 574,407 - - 574,407 Gross profit 64,952 - - 64,952 Net loss ( 39,429 ) ( 107,823 ) ( 295,934 ) ( 443,186 ) Total assets 3,855,184 8,334 1,661,781 5,525,299 Capital expenditures for long-lived assets $ 1,107,833 $ - $ - $ 1,107,833 Environmental Services Cannabinoid Drug Development Corporate Total For the six months ended June 30, 2022 Environmental Services Cannabinoid Drug Development Corporate Total Revenue $ 639,359 $ - $ - $ 639,359 Cost of services 574,407 - - 574,407 Gross profit 64,952 - - 64,952 Net loss ( 60,146 ) ( 233,553 ) ( 597,461 ) ( 891,160 ) Total assets 3,855,184 8,334 1,661,781 5,525,299 Capital expenditures for long-lived assets $ 1,107,833 $ - $ - $ 1,107,833 17