What changed in this filing

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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 920 added, 689 removed, 537 unchanged (75% of the section changed)

24 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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The Board believes Mr.

Cavanaugh’s extensive executive management experience and financial, legal and capital raising expertise will be valuable to the

Company as it continues to develop its business and grow its operations.

Cavanaugh’s extensive executive

management experience and financial, legal and capital raising expertise will be valuable to the Company as it continues to develop its

business and grow its operations.

McKilligan, Chief Financial Officer and Counsel, joined the Company in April 2012 as Controller, Counsel and Secretary.

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of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.

to its charter, the Nomination and Corporate Governance Committee reviews the independence of each director annually and makes

recommendations to the Board based on its findings.

During these reviews, the Nomination and Corporate Governance Committee is to

consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and

our management in order to determine whether any such transactions or relationships are inconsistent with a determination that the

director was independent under the independence standards established by the Board from time to time and under the applicable rules

of any applicable stock exchange, except to the extent permitted by such rules.

While the Nomination and Corporate Governance

Committee did not conduct its annual review of director independence in 2022, the Board has determined that all of our directors are

independent other than Mr.

Cavanaugh, our Chief Executive Officer.

Accordingly, our Board of Directors is comprised of a majority of

independent directors.

to its charter, the Nomination and Corporate Governance Committee reviews the independence of each director annually and makes recommendations

to the Board based on its findings.

During these reviews, the Nomination and Corporate Governance Committee is to consider transactions

and relationships between each director (and his or her immediate family and affiliates) and the Company and our management in order

to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent under

the independence standards established by the Board from time to time and under the applicable rules of any applicable stock exchange,

except to the extent permitted by such rules.

While the Nomination and Corporate Governance Committee did not conduct its annual review

of director independence in 2023, the Board has determined that all of our directors are independent other than Mr.

Cavanaugh, our Chief

Executive Officer.

Accordingly, our Board of Directors is comprised of a majority of independent directors.

and Committee Meetings

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Each director attended, in

person or by telephone, at least 75% of the meetings of the Board and any committee of which he or she was a member.

person or by telephone, 100% of the meetings of the Board and any committee of which he or she was a member.

at Annual Meeting

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can be confidential or anonymous, if so designated, and may be submitted in writing to the following address:

Innovations, Inc.

Richard McKilligan, Corporate Secretary

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Committee Interlocks and Insider Participation

the year ended December 31, 2022, none of our executive officers or directors was a member of the board of directors of any other

company where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of

SEC Regulation S-K).

the year ended December 31, 2023, none of our executive officers or directors was a member of the board of directors of any other company

where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation

of Business Conduct and Ethics

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Financial Officer.

The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://malachiteinnovations.com/wp-content/uploads/2021/10/Malachite-Innovations-Code-of-Business-Conduct.pdf

The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://rangeimpact.com/investors/

16(a) Beneficial Ownership Reporting Compliance

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solely on a review of SEC filings and other procedures performed as deemed necessary, we believe that all Reporting Persons complied

with these requirements during the year ended December 31, 2022, except that each of our reporting officers and directors failed to file a timely Form 4 reporting their receipt

of options to purchase the Company’s common stock under the under the Malachite Innovations, Inc.

2021 Stock Incentive Plan on November

30, 2022 as reported in a Form 5 filed by each such reporting officer and director on March 31, 2023.

with these requirements during the year ended December 31, 2023, except that each of our directors, including our Chief Executive

Officer, failed to timely file a Form 4 reporting their receipt of options to purchase the Company’s common stock under

the under the Range Impact, Inc.

2021 Stock Incentive Plan on December 21, 2023 as reported in a Form 4 filed by each such person on January 12, 2024.

Executive Compensation

following table summarizes all compensation recorded by us during the year ended December 31, 2022, the nine months ended December 31,

2021 and the year ended March 31, 2021 for (i) our current principal executive officer and principal financial officer, and (ii) our

next most highly compensated executive officer other than our principal executive officer and principal financial officer serving as

an executive officer at the end of our 2022 fiscal year and whose total compensation exceeded $100,000 during the year ended December

following table summarizes all compensation recorded by us during the years ended December 31, 2023 and December 31, 2022, for (i) our

current principal executive officer and principal financial officer, and (ii) our next most highly compensated executive officer other

than our principal executive officer and principal financial officer serving as an executive officer at the end of our 2023 fiscal year

and whose total compensation exceeded $100,000 during the year ended December 31, 2023.

Compensation Table

(non-cash) (1)

Cavanaugh, Chief Executive Officer (2) (principal executive officer)

Ended 12/31/22

Period Ended 12/31/21

Ended 3/31/21

McKilligan, Chief Financial Officer (3) (principal financial officer)

Ended 12/31/22

Period Ended 12/31/21

Ended 3/31/21

Michael Cavanaugh, Chief Executive Officer (2) (principal executive officer)

Year Ended 12/31/23

Year Ended 12/31/22

Richard McKilligan, Chief Financial Officer (3) (principal financial officer)

Year Ended 12/31/23

Year Ended 12/31/22

Brandon Zipp, Chief Science Officer (4)

Ended 12/31/22

Period Ended 12/31/21

Year Ended 12/31/23

Year Ended 12/31/22

The method used and the assumptions made to calculate the fair value of option awards included in this table are described in Footnote

5 of the financial statements and the accompanying notes for the year ended December 31, 2022 and the nine months ended December 31,

2021 appearing elsewhere in this Annual Report.

Based on the fair value of (i) an option to purchase 500,000 shares of common stock with an exercise price of $0.35 per share, granted

in May 2019, (ii) an option to purchase 250,000 shares of common stock with an exercise price of $0.30 per share, granted in June 2019,

(iii) an option to purchase 350,000 shares of common stock with an exercise price of $0.277 per share, granted in December 2021, and

(iv) an option to purchase 750,000 shares of common stock with an exercise price of $0.18 per share, granted in November 2022.

Based on the fair value of (i) an option to purchase 75,000 shares of common stock with an exercise price of $1.81 per share, granted

in December 2017, (ii) an option to purchase 250,000 shares of common stock with an exercise price of $0.30 per share, granted in June

2019, (iii) an option to purchase 150,000 shares of common stock with an exercise price of $0.277 per share, granted in December 2021,

and (iv) an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in November 2022.

6 of the financial statements and the accompanying notes for the years ended December 31, 2023 and December 31, 2022 appearing elsewhere

in this Annual Report.

Based on the fair value of (i) an option to purchase 750,000 shares of common stock with an exercise price of $0.18 per share, granted

in May 2019, and (ii) an option to purchase 150,000 shares of common stock with an exercise price of $0.277 per share, granted in December

2021, and (iv) an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in November 2022.

in November 2022, and (ii) an option to purchase 1,000,000 shares of common stock with an exercise price of $0.212 per share, granted

in December 2023.

Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in

November 2022.

Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in

November 2022.

Equity Awards at December 31, 2023

of securities underlying unexercised option

Option Awards

Number of securities underlying unexercised option

Option Exercise

Unexercisable

Cavanaugh (1)

McKilligan (2)

Michael Cavanaugh (1)

Richard McKilligan (2)

Brandon Zipp (3)

under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 500,000 shares of common stock,

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exercisable in June 2021, (iii) an option to purchase 350,000 shares of common stock, all of which became fully exercisable in December

2021, and (iv) an option to purchase 750,000 shares of common stock all of which became fully exercisable in November 2022.

2021, (iv) an option to purchase 750,000 shares of common stock all of which became fully exercisable in November 2022, and (v) an

option to purchase 1,000,000 shares of common stock all of which became fully exercisable in December 2023.

under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock,

all of which became fully exercisable in July 2018, (ii) an option to purchase 250,000 shares of common stock, 125,000 of which became

fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, and (iii) an option to purchase 150,000

shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of

common stock all of which became fully exercisable in November 2022.

fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, (iii) an option to purchase 150,000 shares

of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of common

stock, all of which became fully exercisable in November 2022.

under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock,

all of which were became fully exercisable in July 2018, (ii) an option to purchase 500,000 shares of common stock, 250,000 of which

became fully exercisable in May 2020, and 250,000 of which became fully exercisable in May 2021, and (iii) an option to purchase

150,000 shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares

of common stock all of which became fully exercisable in November 2022.

became fully exercisable in May 2020, and 250,000 of which became fully exercisable in May 2021, (iii) an option to purchase 150,000

shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of

common stock, all of which became fully exercisable in November 2022.

receive a combination of cash and equity awards as compensation for their service.

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(non-cash) (1)

Richard Celeste (1)

Edward Feighan (1)

of December 31, 2023, the aggregate number of stock and option awards held by each of our non-employee directors was as follows:

Celeste held an option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, an

option to purchase 250,000 shares of our common stock with an exercise price of $0.277 per share, and an option to purchase 250,000

shares of our common stock with an exercise price of $0.18 per share, all of which are fully vested, and (ii) Mr.

Feighan held an

option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, an option to purchase 250,000

shares of our common stock with an exercise price of $0.30 per share, and an option to purchase 250,000 shares of our common stock

with an exercise price of $0.277 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of

$0.18 per share, all of which are fully vested.

The method used and the assumptions made to calculate the fair value of the options

are described in Footnote 5 of the financial statements and the accompanying notes for the year ended December 31, 2022 and the nine

months ended December 31, 2021 appearing elsewhere in this Annual Report.

option to purchase 250,000 shares of our common stock with an exercise price of $0.277 per share, an option to purchase 250,000 shares

of our common stock with an exercise price of $0.18 per share, and an option to purchase 250,000 shares of our common stock with

an exercise price of $0.18 per share, all of which are fully vested, and (ii) Mr.

Feighan held an option award to purchase 500,000

shares of our common stock with an exercise price of $0.35 per share, an option to purchase 250,000 shares of our common stock with

an exercise price of $0.30 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.277

per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, and an option to purchase

250,000 shares of our common stock with an exercise price of $0.212 per share, all of which are fully vested.

The method used and

the assumptions made to calculate the fair value of the options are described in Footnote 6 of the financial statements and the accompanying

notes for the years ended December 31, 2023 and December 31, 2022 appearing elsewhere in this Annual Report.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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of each person named in the table is:

c/o Malachite Innovations, Inc., 200 Park Avenue, Suite 400, Cleveland, Ohio 44122.

Shares of our

common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after December 31, 2022, are

deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options,

warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any

other person.

of Beneficial Owner

and Named Executive Officers:

Cavanaugh (4)

McKilligan (5)

c/o Range Impact, Inc., 200 Park Avenue, Suite 400, Cleveland, Ohio 44122.

Shares of our common

stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after December 31, 2023, are deemed

to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants,

convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Name of Beneficial Owner

Percentage Beneficially

Directors and Named Executive Officers:

Edward Feighan (2)

Michael Cavanaugh (3)

Brandon Zipp (4)

Directors and Executive Officers as a Group (5 persons)

National Insurance Company (8)

Richard Celeste (5)

Richard McKilligan (6)

All Directors and Executive Officers as a Group (5 persons)

Indemnity National Insurance Company (8)

on 101,023,485 shares of our common stock issued and outstanding as of March 28, 2024.

Except as otherwise indicated, we believe

that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment

and voting power with respect to such shares, subject to community property laws where applicable.

Beneficial ownership is determined

in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(i) 502,500 shares of the Company’s common stock acquired in connection with a Securities Purchase Agreement dated October

19, 2018, (ii) 100,376 shares of the Company’s common stock acquired in connection with a Share Exchange Agreement dated October

19, 2018, (iii) 1,402,813 shares of the Company’s common stock acquired in connection with an a mendment

dated January 18, 2019 to the Securities Purchase Agreement dated October 19, 2018 , and (iv) options to purchase 1,250,000

shares of common stock, all of which are fully vested.

Also includes (x) 167,500 shares of the Company’s common stock acquired

by The Feighan Family Fund, LLC (the “Feighan Fund”), an entity beneficially owned by Mr.

Feighan in connection with

a Securities Purchase Agreement dated October 19, 2018, (y) 50,124 shares of the Company’s common stock acquired by the Feighan

Fund in connection with a Share Exchange Agreement dated October 19, 2018, and (z) 467,604 shares of the Company’s common stock

acquired by the Feighan Fund in connection with an a mendment dated January 18, 2019 to the

Securities Purchase Agreement dated October 19, 2018.

options to purchase 1,000,000 shares of common stock, all of which are fully vested.

(i) 50,000 shares of the Company’s common stock acquired in connection with a Securities Purchase Agreement dated October 19,

2018, (ii) 257,500 shares of the Company’s common stock acquired in connection with a Share Exchange Agreement dated October

19, 2018, (iii) 572,291 shares of the Company’s common stock acquired in connection with an a mendment

dated January 18, 2019 to the Securities Purchase Agreement dated October 19, 2018 , and (iv) options to purchase 1,850,000

shares of common stock, all of which are fully vested.

(i) a grant of 10,000 shares of restricted common stock, which is fully vested, and (ii) options to purchase 1,020,234 shares of

common stock, all of which are fully vested.

(i) 64,000 shares of common stock, 14,000 of which represent a grant of restricted common stock, which is fully vested, and (ii)

options to purchase 1,270,234 shares of common stock, all of which are fully vested.

information is based solely on the Form 4 filed on August 26, 2021, and Amendment No.

3 to Schedule 13D filed on May 27, 2022.

LoConti has reported the sole power to vote and dispose of 7,256,584 shares of the Company’s common stock and the shared power

to vote and dispose of 19,463,813 shares of the Company’s common stock, 6,666,667 of which are warrant shares.

address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122.

information is based solely on the Form 13G filed on June 1, 2022.

Indemnity National Insurance Company has reported the sole power

to vote and dispose of 26,666,666 shares of the Company’s common stock, 13,333,333 of which are warrant shares.

Beneficial ownership is determined in accordance

with the rules of the SEC and generally includes voting or investment power with respect to securities.

(i) 2,672,365 shares of the Company’s common stock held directly by Mr.

Feighan, (ii) currently exercisable options to purchase

1,500,000 shares of common stock, and (iii) 685,228 shares of the Company’s common stock held by The Feighan Family Fund, LLC

(the “Feighan Fund”), an entity beneficially owned by Mr.

(i) 1,879,791 shares of common stock and (ii) currently

exercisable options to purchase 2,850,000 shares of common stock.

of (i) 64,000 shares of common stock and (ii) currently exercisable options to purchase 1,270,234 shares of common stock.

currently exercisable options to purchase 1,250,000 shares of common stock.

of (i) 10,000 shares of common stock and (ii) currently exercisable options to purchase 1,020,234 shares of common stock.

information is based solely on the Form 4 filed on Mr.

LoConti on December 14, 2023.

LoConti’s address is 200 Park Avenue,

Suite 400, Orange Village, Ohio 44122.

information is based solely on the Schedule 13G filed by Indemnity National Insurance Company on November 7, 2023.

Indemnity National

2 unchanged sentences

with Related Persons

the year ended December 31, 2022 and the nine months ended December 31, 2021, and through the filing of this Annual Report, there have

been no transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved

exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years

and in which any related person had or will have a direct or indirect material interest.

the years ended December 31, 2023 and 2022, and through the filing of this Annual Report, there have been no transactions, and there

are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000

or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person

had or will have a direct or indirect material interest.

Board of Directors has determined that Messrs.

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following table provides information regarding the fees billed to us by Meaden & Moore, Ltd., our independent registered public accounting

firms, for services rendered in the year ended December 31, 2022 and the nine months ended December 31, 2021.

All fees described below

were approved by our Board of Directors:

the year ended

firms, for services rendered in the years ended December 31, 2023 and 2022.

All fees described below were approved by our Board of Directors:

For the year ended

December 31, 2023

For the year ended

December 31, 2022

All Other Fees

The fees identified under this caption were for professional services rendered by Meaden & Moore, Ltd.

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include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years

Audit-Related

The fees identified under this caption consist of assurance and related services reasonably related to the performance of the

audit or review of financial statements and not reported under the caption “ Audit Fees ”.

We incurred no such fees

during the year ended December 31, 2022 and the nine months ended December 31, 2021.

Tax fees consist principally of assistance related to tax compliance and reporting.

These fees consist primarily of accounting consultation fees related to potential collaborative agreements.

no such fees during the nine months ended December 31, 2021.

no such fees during the year ended December 31, 2023.

Policies and Procedures

9 unchanged sentences

financial statements filed as a part of this Annual Report are as follows:

of Independent Registered Public Accounting Firm (PCAOB ID 314)

Balance Sheets as of December 31, 2022 and December 31, 2021

Statements of Operations for the year ended December 31, 2022 and the nine months ended December 31, 2021

Statements of Stockholders’ Equity for the year ended December 31, 2022 and the nine months ended December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and the nine months ended December 31, 2021

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 314)

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

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on its behalf by the undersigned, thereunto duly authorized.

INNOVATIONS, INC.

March 29, 2024

13 unchanged sentences

Executive Officer and Director

March 31, 2023

Executive Officer)

Edward Feighan

March 31, 2023

Richard Celeste

March 31, 2023

and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp.

Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp.

and Legend Mining Inc.

(Incorporated by reference

to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)

of Incorporation of Stevia First Corp.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement

on Form S-1 filed with the SEC on August 6, 2008 (File No.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)

Articles of Incorporation of Stevia First Corp.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No.

333-152830).)

of Amendment of Articles of Incorporation of Vitality Biopharma, Inc.

(Incorporated by reference to Exhibit 3.1 to the registrant’s

Current Report on Form 8-K filed with the SEC on July 19, 2016.)

of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form

8-K filed with the SEC on October 14, 2011.)

of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form

8-K filed with the SEC on October 14, 2011.)

of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on

Form 8-K filed with the SEC on October 12, 2021.)

of Stevia First Corp.

(Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed

with the SEC on August 6, 2008 (File No.

Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)

Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)

Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)

Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)

Bylaws of Stevia First Corp.

(Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No.

333-152830).)

of Amendment of Bylaws of Stevia First Corp.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on

Form 8-K filed with the SEC on February 7, 2012.)

of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s

Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)

Purchase Agreement, dated October 19, 2018 by and among Vitality Biopharma, Inc., and the Purchasers listed on the signature pages

thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October

Exchange Agreement, dated October 19, 2018 by and among Vitality Biopharma, Inc., and the Shareholders listed on the signature pages

thereto (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October

to Securities Purchase Agreement, dated as of January 18, 2019 by and among Vitality Biopharma, Inc.

and the Investors listed on

the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed

with the SEC on January 22, 2019.)

Agreement and Release, dated May 8, 2019, by and between the registrant and Robert Brooke.

(Incorporated by reference to Exhibit

10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2019.)

Amendment to Vitality Biopharma, Inc.

2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the registrant’s

Current Report on Form 8-K filed with the SEC on May 14, 2019.)

Agreement between the Company and Dr.

Brandon Zipp, dated September 24, 2020 (Incorporated by reference to Exhibit 10.1 to the registrant’s

Current Report on Form 8-K filed with the SEC on September 25, 2020.)

Agreement between the Company and Richard McKilligan, dated September 24, 2020 (Incorporated by reference to Exhibit 10.2 to the

registrant’s Current Report on Form 8-K filed with the SEC on September 25, 2020.)

Purchase Agreement, dated as of August 19, 2021, by and between the registrant, Triton Funds, LP and Triton Funds, LLC (Incorporated

by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File

of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on

Form S-1 filed with the SEC on August 31, 2021 (File No.

Biopharma, Inc.

2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement

on Form S-8 filed with the SEC on September 3, 2021.)

of Meaden & Moore, Ltd.

of Attorney (included on the signature page to this Annual Report.)

Certification

of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification

of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Certificate of Amendment of Bylaws of Stevia First Corp.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)

Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No.

Vitality Biopharma, Inc.

2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.)

Consent of Meaden & Moore, Ltd.

Power of Attorney (included on the signature page to this Annual Report.)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

contract or compensatory plan or arrangement.

of Independent Registered Public Accounting Firm (PCAOB ID 314 )

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the year ended December 31, 2022 and the nine months ended December 31, 2021

Statements of Stockholders’ Equity for the year ended December 31, 2022 and nine months ended December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and the nine months ended December 31, 2021

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 314 )

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

Innovations, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Malachite Innovations, Inc.

(the “Company”) as of December 31,

2022 and 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December

31, 2022 and the nine months ended December 31, 2021, and the related notes and schedules (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December

31, 2022 and the nine months ended December 31, 2021, in conformity with accounting principles generally accepted in the United States

have audited the accompanying consolidated balance sheets of Range Impact, Inc.

(the “Company”) as of December 31, 2023 and

2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and

the related notes and schedules (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

26 unchanged sentences

or disclosures to which they relate.

Company has experienced recurring losses from operations and negative cash flows from operations which raise substantial doubt about

its ability to continue as a going concern.

However, management believes the substantial doubt is alleviated, based on the acquisition

of a revenue-generating subsidiary and additional debt financing via a revolving credit facility, that provides the Company with enough

funds to ensure continuing operations as a stand-alone entity for a period of at least one year from the issuance of these consolidated

financial statements.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty

regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in their determination.

The evaluation of certain assumptions used in the Company’s estimate of its cash inflows and outflows used in its forecasted model

of liquidity for at least 12 months beyond the date of the issuance of the consolidated financial statements involved a high degree of

subjective auditor judgment.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern

included the following, among others:

We gained an understanding of the internal controls over the Company’s going concern evaluation, including the inputs and assumptions

used in forecasted results.

We assessed whether the Company’s determination that there is no substantial doubt about the entity’s ability to continue

as a going concern was adequately disclosed, including adequate disclosure of detail related to management’s plan.

We tested the reasonableness of the forecasted operating expenses, including uses and sources of cash used in management’s assessment

of whether the Company has sufficient liquidity to fund operations for at least one year from the consolidated financial statement issuance

This testing included inquiries with management, testing of revenue transactions, comparison of prior period forecasts to actual

results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements

in place as of the report date, market and industry factors, and consideration of the Company’s relationships with its financing

Audit Matter Description

the year ended December 31, 2023, the Company completed a business acquisition.

On August 31, 2023, the Company acquired 100% of the

outstanding common stock of Collins Building & Contracting, Inc., for an aggregate purchase price of $5,035,250.

The Company accounted

for this acquisition as a business combination.

Accordingly, the purchase price was allocated to the assets acquired at fair value as

of the transaction date.

The Company utilized a third-party valuation specialist to assist in determining the fair value of the consideration

granted and assets acquired in the acquisition, specifically the equipment and building assets acquired.

The Company also utilized property

tax assessments to assist in determining the fair value of the land assets acquired.

We identified the estimation of the fair value of

the consideration transferred and assets acquired, and the gain on bargain purchase in this acquisition as a critical audit matter.

identified the valuation of the consideration transferred, assets acquired, and gain on bargain purchase as a critical audit matter because

of the significant estimates and assumptions management made to determine the fair value of certain of these assets.

This required a

high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of

valuation methodologies applied and the assumptions used such as market conditions and condition of the equipment and buildings, functionality

of the equipment and buildings, and assessed property valuations from local taxing authorities.

the Critical Audit Matter was Addressed in the Audit

audit procedures related to the following:

evaluated management’s and the appraiser’s identification of assets acquired in the appraiser’s

obtained management’s purchase price allocation detailing fair values assigned to acquired

obtained a valuation report prepared by a certified equipment appraiser engaged by management

to assist in the purchase price allocation, including determination of fair values assigned

to acquired assets, and examined valuation methods used and credentials, qualifications,

and independence of the specialist.

examined the completeness and accuracy of the underlying data supporting the significant

assumptions and estimates used in the valuation report.

We evaluated the accuracy and completeness

of the financial statement presentation and disclosures of the acquisition.

addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in the evaluations of the

valuation methodologies deployed and the reasonableness of the significant assumptions used.

Meaden & Moore, Ltd.

1 unchanged sentence

have served as the Company’s auditor since 2021.

INNOVATIONS, INC.

BALANCE SHEETS

and cash equivalents

Current Assets

net of accumulated depreciation

Cash and cash equivalents

Accounts receivable

Contract assets

Prepaid expenses

Total current assets

Long-term Assets

and Stockholders’ Equity

portion of long-term debt

Property and equipment, net of accumulated depreciation

Total long-term assets

Liabilities and Stockholders’ Equity

Current Liabilities

debt, net of current portion

long-term debt

Stockholders’

stock, par value $ 0.001 per share;

Line of credit

Current portion of long-term debt

Accounts payable

Accrued expenses

Total current liabilities

Long-term Liabilities

Long-term debt, net of current portion

Total long-term debt

Total liabilities

Stockholders’ Equity

Common stock, par value $ 0.001 per share;

1,000,000,000 shares authorized;

101,023,485 and 78,116,814 shares issued and outstanding, respectively

paid-in-capital

Additional paid-in-capital

Accumulated deficit

( 47,081,799 )

( 50,212,854 )

stockholders’ equity (deficit)

Liabilities and Stockholders’ Equity

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these consolidated financial statements.

INNOVATIONS, INC.

STATEMENTS OF OPERATIONS

Months Ended December 31, 2021

and administrative

and development

December 31, 2023

December 31, 2022

Cost of services

Operating Expenses:

from operations

( 1,100,433 )

General and administrative

Research and development

Total operating expenses

Income (loss) from operations

( 1,100,433 )

income (expense):

on loan forgiveness

income (expense)

Other income (expense):

$ ( 1,072,176 )

Gain on bargain purchase

Gain on loan forgiveness

Interest expense

Interest income

Total other income

Net income (loss)

$ ( 1,072,176 )

loss per share – basic and diluted

average number of common shares outstanding – basic and diluted

Net income (loss) per share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

INNOVATIONS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

ENDED DECEMBER 31, 2022 AND THE NINE MONTHS ENDED DECEMBER 31, 2021

March 31, 2021

Balance, December 31, 2021

$ ( 49,140,678 )

Cancellation of shares

and warrants issued for cash

value of vested stock options

$ ( 381,641 )

Shares and warrants issued for cash

Shares issued in exchange for Range

Stock based compensation

( 1,072,176 )

December 31, 2021

( 1,072,176 )

Balance, December 31, 2022

$ ( 50,212,854 )

and warrants issued for cash

issued in exchange for Range

value of vested stock options

$ ( 50,212,854 )

Shares and warrants issued for cash

Shares issued in exchange for warrants

Stock based compensation

Net income (loss)

Balance, December 31, 2023

$ ( 47,081,799 )

December 31, 2022

$ ( 47,081,799 )

accompanying notes are an integral part of these consolidated financial statements.

INNOVATIONS, INC.

STATEMENTS OF CASH FLOWS

1 unchanged sentence

December 31, 2022

flows from operating activities:

Cash flows from operating activities:

Net income (loss)

$ ( 1,072,176 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Gain on bargain purchase

( 1,875,150 )

to reconcile net loss to net cash used in operating activities:

value of vested stock options

in operating assets and liabilities:

expense and other current assets

payable and accrued liabilities

cash used in operating activities

Fair value of vested stock options

Changes in operating assets and liabilities:

Accounts receivable

( 6,204,026 )

flows from investing activities:

acquired in acquisition of Range Environmental Resources

Contract assets

Forgiveness of PPP loan

Prepaid expense

Accounts payable

Accrued expenses

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures

( 1,118,664 )

paid for acquisition of Range Environmental Resources

cash used in investing activities

( 5,813,057 )

provided by financing activities:

from issuance of common shares and warrants

from long-term debt

of long-term debt

of SBA disaster loan

of line of credit

Cash paid in consideration for Collins Building acquisition

( 1,000,000 )

Long-term debt issued for Collins Building acquisition

( 4,035,250 )

Cash paid for acquisition of land

( 1,008,897 )

Cash acquired in acquisition of Range Environmental Resources

Cash paid for acquisition of Range Environmental Resources

Net cash used in investing activities

( 7,162,811 )

( 6,547,230 )

Cash provided by financing activities:

increase (decrease) in cash and cash equivalents

and cash equivalents - beginning of period

and cash equivalents - end of period

disclosure of cash flow information:

paid during the period for:

non-cash investing and financing activities:

issued for acquisition

debt from Range Reclamation Entities acquisition

Forgiveness of PPP loan

Proceeds from issuance of common shares and warrants

Proceeds from notes issued in acquisition of Collins Building

Proceeds from long-term debt

Repayment of long-term debt

( 1,650,659 )

Payoff of SBA disaster loan

Proceeds from (payoff of) line of credit

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Supplemental non-cash investing and financing activities:

Shares issued for acquisition

Long-term debt from Range Reclamation Entities acquisition

Forgiveness of PPP loan

accompanying notes are an integral part of these consolidated financial statements.

INNOVATIONS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 AND THE NINE MONTHS ENDED DECEMBER 31, 2021

TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS

DECEMBER 31, 2023 AND 2022

BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Innovations, Inc.

(the “Company”, “we”, “us” or “our”), was incorporated in the State

of Nevada on June 29, 2007.

(the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada

on June 29, 2007.

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

changed its name to Stevia First Corp.

and pursued a new strategy focused on developing stevia-based additives for the food and beverage

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.

prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract.

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 ESG operating

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.

December 31, 2022, Daedalus was merged into Malachite Innovations, Inc., leaving Malachite Innovations, Inc., as the parent company with

full ownership of all of its wholly-owned operating subsidiaries, including the Range Reclamation Entities, Terra Preta, Pristine Stream,

Range Security and Graphium.

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 year

ended December 31, 2022, the Company incurred a net loss of $ 1,072,176 and used $ 603,778 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.

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 December 31, 2022, that it has sufficient funds to operate the business for 12 months given its cash balance

of $ 442,369 , line of credit availability of $ 1,000,000 , 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

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.

and formed two wholly-owned operating subsidiaries:

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 businesses.

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.

December 2022, Daedalus was merged into the Company as a result of which the Company became the parent of all of its wholly-owned

operating subsidiaries.

August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins

Building”), an environmental services business primarily focus ing on the reclamation of abandoned mine land sites in West

Virginia, as described in more detail in Note 2.

December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments:

(i) Range Reclaim,

(ii) Range Water, (iii) Range Security, (iv) Range Land, and (v) Drug Development.

of Presentation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Graphium Biosciences, Inc.,

Range Environmental Resources, Inc., Range Natural Resources, Inc., Terra Preta, Inc., Pristine Stream Ventures, Inc., Range

Security Resources, Inc., Daedalus Ecosciences, Inc.

(merged into Malachite Innovations, Inc.

on December 31, 2022), and Vitality

Healthtech, Inc.

(dissolved in May 2021), 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.

The Company’s fiscal

year end is December 31.

accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP)

and with the instructions to Form 10-K and Article 8 of Regulation S-X.

The consolidated financial statements include the accounts of

the Company and its wholly-owned subsidiaries, Catalyst Land Ventures, LLC, CLV Azurite Land LLC, Collins

Building & Contracting, Inc., Graphium Biosciences, Inc., Range Environmental Resources, Inc., Range Land, LLC, Range Minerals,

LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Security, LLC, Range Security Resources, LLC, Range Water, LLC, Terra Preta,

LLC, Aether Credit Ventures, Inc.

(dissolved in November 2023), Pristine Stream Ventures, Inc.

(dissolved in November 2023), NextGen

AgriTech, Inc.

(dissolved in November 2023), and Daedalus Ecosciences, Inc.

(merged into Range Impact, Inc.

in December 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.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

2 unchanged sentences

results could differ from those estimates.

combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method

requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition

Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill.

Any excess of

the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain.

Determining the

fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales

growth rates.

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;

the performance obligations in the contract;

The core principle of the ASC 606

revenue recognition 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

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.

All revenue is recognized at a point in time.

the transaction price to the performance obligations;

and (5) recognize revenue when (or as) each performance obligation is

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.

Company recognizes revenue on reclamation contracts over time as performance obligations are satisfied due to the continuous transfer

of control to the customer.

The Company’s contracts are generally accounted for as a single performance obligation since the Company

is providing a significant service of integrating components into a single project.

The Company recognizes revenue using a cost-based

input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract

This percentage is applied to the transaction price to determine the amount of revenue to recognize.

The Company believes

the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred

to the customer.

to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is subject to many

variables and requires significant judgment.

Since a significant change in one or more of these variables could affect the profitability

of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews

the progress and execution of performance obligations and the estimated cost at completion.

Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method.

Under this method, the impact of

the adjustment on profit recorded to date is recognized in the period the adjustment is identified.

Revenue and profit in future periods

of contract performance is recognized using the adjusted estimate.

If at any time the estimate of contract profitability indicates an

anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified.

Modifications

modifications can occur during the performance of the Company’s contracts.

Contracts are modified to account for changes in contract

specifications or requirements.

In most instances, contract modifications are for goods or services that are not distinct, and, therefore,

are accounted for as part of the existing contract.

and Expense Recognition

costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related

to contract performance, such as indirect labor, tools and supplies.

For stabilization contracts, costs are generally recognized as incurred.

Company recognizes revenue from contracts for financial reporting purposes over time.

Progress toward completion of the Company’s

contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract.

This method is

used because management considers total cost to be the best available measure of progress on contracts.

Because of inherent uncertainties

in estimating costs, it is at least reasonably possible that the estimates used will change significantly.

earned over time compared to a point in time is as follows for the years ended December 31, 2023 and 2022.

OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

Year ended December 31, 2023

Year ended December 31, 2022

Earned over time

Point in time

Total revenue

costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance,

such as indirect labor, tools and supplies.

For construction contracts, costs are generally recognized as incurred.

Under certain circumstances,

costs incurred in the period related to future activity on contracts may be capitalized.

incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition.

Excluded costs include both uninstalled materials and abnormal costs.

Abnormal costs comprise wasted materials, wasted or rework labor

and other resources to fulfill a contract that were not reflected in the price of the contract.

A limited allowance for material overages

and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price).

and Cash Equivalents

2 unchanged sentences

The Company has never suffered a loss due to such excess balances.

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 year ended December 31, 2022 or the nine months

ended December 31, 2021.

Accounts receivable were $ 981,385 at December 31, 2022.

as a component of accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to

the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers.

contract receivables have been invoiced to customers based on contracted amounts.

Contract receivables were $ 2,100,255 as of December

There were no reclamation contracts receivable as of December 31, 2022 and 2021.

Company recognizes an allowance for losses on accounts and contract receivables in an amount equal to the current expected credit losses.

The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging and management’s

assessment of current conditions and reasonable and supportable expectations of future conditions, as well as an assessment of specific

identifiable customer accounts considered at risk or uncollectible.

Based on management’s assessment, it has concluded that losses

on balances outstanding as of December 31, 2023 and 2022 will be immaterial and, therefore, no allowances were recorded for the years ended December

31, 2023 or 2022.

There were no accounts receivable balances at December 31, 2021.

31, 2021 or March 31, 2021.

No bad debt expense was accrued in either the year ended December 31, 2022 or the nine months ended December

31, 2021 and there is no allowance for doubtful accounts as of December 31, 2022 or December 31, 2021.

is carried at cost.

No bad debt expense was accrued in either of the years

ended December 31, 2023 or 2022 and there is no allowance for credit losses as of December 31, 2023 or 2022.

practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined

Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method.

Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the

percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the

The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period.

Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or

later than one year from the balance sheet date.

of contract assets arising from reclamation contracts in process as of December 31, 2023 are as follows:

OF CONTRACT ASSETS

Costs incurred on contracts in progress

Estimated earnings

Revenue earned on contracts in progress

Billings to date

Total contract assets

were no contract assets as of December 31, 2022 or 2021.

and Equipment

and 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.

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.

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.

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.

OF PROPERTY AND EQUIPMENT

December 31, 2023

December 31, 2022

Property and equipment, gross

Accumulated depreciation

( 2,297,324 )

Net book value

Depreciation expense

Company provides for depreciation of property and 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.

All of the Company’s buildings were acquired in the purchase

of Collins Building and are also being depreciated over an estimated six -year useful life due to their age at the date of acquisition.

Company assesses the recoverability of its property and 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.

costs are classified as cost of sales.

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.

GAAP requires that goodwill be 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 reporting unit is impaired.

During interim periods, ASC 350

requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of

the reporting unit to determine whether an interim quantitative impairment test is required.

Company performed its annual impairment test for goodwill on December 31, 2023.

The Company first assessed certain qualitative factors

to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, and whether

it is therefore necessary to perform the quantitative impairment test.

The qualitative analysis

indicated that a quantitative impairment test was not necessary .

Company follows the asset and liability method of accounting for income taxes.

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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.

The Company had no lease commitments for longer than

one year as of December 31, 2022.

The laboratory space lease in Rocklin, California was renewed in March 2022 and ends on March 31, 2023.

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.

The Company had no lease

commitments for longer than one year as of December 31, 2023 or 2022.

The laboratory space lease in Rocklin, California was renewed

in March 2022 and ends on March 31, 2023.

The space is currently being leased on a month to month basis.

Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions

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assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future

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.

and Diluted Loss Per Share

Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model.

The assumptions

used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

and Diluted Income (Loss) Per Share

loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common

2 unchanged sentences

the time they vest.

Diluted 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 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

Diluted income (loss) per share is computed by dividing net income (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.

Diluted 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:

OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

December 31, 2023

December 31, 2022

Anti-dilutive loss per share

and Patent Application Costs

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reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

of October 1, 2021, we 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 .

Three other operating business segments (i) Biochar Products and Solutions, (ii) Stream Mitigation Banking, and (iii) Environmental Security

Services, began operations in the first quarter of 2023.

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:

of December 31, 2023, the Company has five operating business segments:

(i) Range Reclaim;

(ii) Range Water;

(iii) Range Security;

and (v) Drug Development.

Previously, beginning in October 2021, the Company began operating under two segments:

Drug Development segment, which reports the operating results of our broad portfolio of glycosylated cannabinoid prodrugs, and (B)

the Range Reclaim segment, which provides land reclamation, water restoration and incidental mining

to mining and non-mining customers throughout Appalachia .

The Range Water, Range Security and Range Land business segments began

operations in 2023.

accordance with the “Segment Reporting” Topic of ASC 280, the Company’s chief operating decision-maker has been

identified as the Company’s 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.

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.

nature of products and services;

and procurement, manufacturing, and distribution

Accounting Pronouncements

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 is effective for the Company

beginning January 1, 2023, and early adoption is permitted.

The Company does not believe the potential impact of the new guidance and

related codification improvements will be material to its financial position, results of operations and cash flows.

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.

June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses.

The standard requires a financial asset (including trade

receivables) measured at amortized cost basis to be presented at the net amount expected to be collected.

Thus, the income statement

will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of

expected credit losses that have taken place during the period.

This standard was effective for smaller reporting companies for fiscal

years beginning after December 15, 2022.

The Company has fully adopted the standard with no material impact to the financial statements.

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment

Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the

disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included

within the reported measure(s) of segment profit or loss.

In addition, the ASU requires disclosure, by segment, of other items

included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature

and type of each item.

The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of

segment profit or loss are used to assess segment performance and allocate resources, and the method used to allocate overhead for

significant segment expenses.

All current required annual segment reporting disclosures under Topic 280 are now

effective for interim periods.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of adopting this

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This ASU

enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning

and operational opportunities affect its tax rate and prospects for future cash flows.

This ASU requires additional disclosures to the

annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative

Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign

jurisdictions.

This ASU is effective for fiscal years and interim periods beginning after December 15, 2024.

The Company is evaluating

the impact of adopting this ASU.

ACQUISITION OF COLLINS BUILDING & CONTRACTING

August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc.

Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in

exchange for (a) cash consideration of $1,000,000, (b) a five-year secured promissory note in the principal amount of $2,000,000, bearing

interest at 7.0% per annum (the “First Promissory Note”), and (c) a two-year secured promissory note in the principal amount

of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”) .

The First Promissory Note is secured by

the acquired real property and quarry infrastructure, and the Second Promissory Note is secured by the acquired equipment.

Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”.

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.

Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 .

The allocation of the purchase price is based on management’s estimates and a third party assessment of the fair value of the equipment

OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE

Fair value of assets acquired:

Total assets acquired

Gain on bargain purchase price

( 1,875,150 )

Purchase price

Cash consideration

Long-term notes issued to the seller

Total purchase price

Acquisition transaction costs incurred

Building contributed revenues of $ 2,833,068 and net income of $ 437,554 to the Company’s consolidated revenues and net income for

the year ended December 31, 2023.

ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES

May 2022, the Company and its wholly-owned subsidiary, Daedalus Ecosciences, Inc., entered into a share purchase agreement with Range

Environmental Resources, Inc.

May 2022, the Company and its then 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.

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”),

pursuant to which the Company issued a total of 10,000,000

shares of the Company’s common stock to the Range Shareholders and 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.

to entering into the Share Purchase Agreement, the Company discovered that Joshua Justice, one of the Range Shareholders (“Justice”),

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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

(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;

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 .

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.

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, as a result of which, the Range Reclamation Entities are now wholly-owned subsidiaries of Daedalus Ecosciences and the Range Reclamation Entities are reported as wholly-owned indirect subsidiaries of the Company in the financial statements made part of this Form 10-Q.

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.

Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”.

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.

OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE

value of assets acquired:

and equipment

assets acquired

value of liabilities assumed

consideration

stock consideration

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, as a

result of which the Range Reclamation Entities are now wholly-owned subsidiaries of the Company and the Range Reclamation Entities

are reported as wholly-owned direct subsidiaries of the Company in the Company’s

consolidated financial statements made part of this Form 10- K .

Company accounted for the above-referenced transactions 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

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:

Accounts receivables

Property and equipment

Total assets acquired

Fair value of liabilities assumed

Purchase price

transaction costs incurred

has an assigned value of $ 751,421 and represents the value of the Range Reclamation Entities’ brand reputation,

customer base and employee relations.

increased to $ 751,421 at December 31, 2022.

There had been no goodwill at December 31, 2021.

The increase in goodwill was driven by the

addition of the Range Reclamation Entities in the period and represents the value of the Range Reclamation Entities’ employee relations .

Goodwill by reportable segment is as follows:

Cash consideration

Common stock consideration

Total purchase price

Acquisition transaction costs incurred

has an assigned value of $ 751,421 and represents the value of the Range Reclamation Entities’

brand reputation, customer base and employee relations.

Range Reclamation Entities contributed all of the Company’s consolidated revenues of $ 4,832,278 for the year ended December 31,

2022 and contributed $ 997,405 in net income to the Company’s consolidated net income for the year ended December 31, 2022.

increase in goodwill in the year ended December 31, 2022, was driven by the addition of the Range Reclamation Entities in the period

and represents the value of the Range Reclamation Entities’ employee relations .

Goodwill is included in the Range Reclaim segment as follows:

SCHEDULE OF GOODWILL

December 31, 2023

Range Reclamation Entities:

December 31, 2022

Range Reclaim Segment:

Beginning Balance

Ending Balance

of Common Stock and Warrants

May 2022, the Company entered into two securities purchase agreements providing for the issuance and sale by the Company of (i) 20,000,000

shares of the Company’s common stock (the “May Shares”) at a price of $ 0.15 per share and (ii) warrants to purchase

up to an additional 20,000,000 shares of the Company’s common stock (the “May Warrants”, and the shares issuable upon

exercise of the Warrants, the “May Warrant Shares”) at a price of $ 0.60 per share.

shares of the Company’s common stock (the

“May 2022 Shares”) at a price of $ 0.15

per share and (ii) warrants to purchase up to

an additional 20,000,000

shares of the Company’s common stock at

a price of $0.60 per share (the “May 2022 Warrants”).

The May 2022 Warrants expire on May 10, 2027.

The aggregate proceeds to the Company from the sale of the May Shares and May Warrants was $ 3,000,000 .

The aggregate proceeds

to the Company from the sale of the May 2022 Shares and May 2022 Warrants was $ 3,000,000 .

May 2022, the Company purchased 90 % of the outstanding common stock of each of the Range Reclamation Entities for a combination of Company

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August 2022, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of (i) 1,666,667

shares of the Company’s common stock (the “August Shares”) at a price of $ 0.15 per share and (ii) warrants to purchase

up to an additional 1,666,667 shares of the Company’s common stock (the “August Warrants”, and the shares issuable

upon exercise of the Warrants, the “August Warrant Shares”) at a price of $ 0.60 per share.

The August Warrants expire on

August 26, 2027.

The aggregate proceeds to the Company from the sale of the August Shares and August Warrants was $ 250,000 .

shares of the Company’s common stock (the

“August 2022 Shares”) at a price of $ 0.15

per share and (ii) warrants to purchase up to

an additional 1,666,667

shares of the Company’s common stock at

a price of $0.60 per share (the “August 2022 Warrants”).

The August 2022 Warrants expire on August 26, 2027.

The aggregate

proceeds to the Company from the sale of the August 2022 Shares and August 2022 Warrants was $ 250,000 .

April 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

“April 2023 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 at

a price of $0.60 per share (the “April 2023 Warrants”).

The April 2023 Warrants expire on April 11, 2028.

The aggregate proceeds

to the Company from the sale of the April 2023 Shares and April 2023 Warrants were approximately $ 400,000 .

August 2023, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 6,666,667

shares of the Company’s common stock (the “August 2023 Shares”) at a price of $ 0.15 per share.

After deducting for

fees and expenses, the aggregate net proceeds from the sale of the August 2023 Shares were approximately $ 1,000,000 .

October 2023, the Company entered into warrant exchange agreements with certain holders of warrants to exchange warrants to purchase

a total of 21,733,334 shares of the Company’s common stock for an aggregate of 2,173,334 shares of the Company’s common stock.

The warrants that were exchanged were extinguished.

December 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of 11,333,336

shares of the Company’s common stock (the “December 2023 Shares”) at a price of $ 0.15 per share.

The aggregate proceeds

from the sale of the December 2023 Shares were approximately $ 1,700,000 .

STOCK OPTIONS

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the year ended December 31, 2023, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,050,000

shares of the Company’s common stock with exercise prices of $ 0.18 per share that expire ten years from the date of grant, and

vested upon grant.

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 of 277.5 %, (ii) discount rate of 3.82 %, (iii) zero expected dividend yield,

and (iv) expected life of 5 years, which is the average of the term of the options and their vesting periods.

The total fair value of

the option grants to employees at their grant dates was approximately $ 393,260 , all of which was allocated to general and administrative

expenses during the year ended December 31, 2022.

options issued during the nine months ended December 31, 2021

the nine months ended December 31, 2021, the Company granted to directors and employees options to purchase an aggregate of 1,150,000

shares of the Company’s common stock with exercise prices of $ 0.277 per share that expire ten years from the date of grant, and

vested upon grant.

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 of 385.62 %, (ii) discount rate of 1.25 %, (iii) zero expected dividend yield,

and (iv) expected life of 5 years, which is the average of the term of the options and their vesting periods.

The total fair value of

the option grants to employees at their grant dates was approximately $ 251,455 , all of which was allocated to general and administrative

expenses during the nine months ended December 31, 2021.

During the nine months ended December 31, 2021, we cancelled options to purchase

265,000 shares of common stock that had been issued to two employees under the prior stock incentive plan.

These options were exchanged

for options to purchase 242,256 shares of common stock and the new options are included in the options to purchase 1,150,000 shares of

common stock described above.

the year ended December 31, 2022 and the nine months ended December 31, 2021, total stock-based compensation expense related to vested

stock options was $ 393,260 and $ 297,984 , respectively.

At December 31, 2022, there was no remaining unamortized cost of the outstanding

stock-based awards.

summary of the Company’s stock option activity during the year ended December 31, 2022 and the nine months ended December 31, 2021

is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

outstanding at March 31, 2021

Balance outstanding

shares of the Company’s common stock with exercise prices of between $ 0.1337

per share that expire ten

years from the date of grant.

One option granted for 300,000

shares vests over two

years , the other 1,750,000

options vested upon grant.

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) a volatility rate of between 269.66 %

(ii) a discount rate of between 1.40 %

expected dividend yield, and (iv) an expected life of 5

years, which is the average of the term of the options and their vesting periods.

The total fair value of the option grants to

directors, advisors, and employees at their grant dates was approximately $ 413,470 ,

of which was allocated to general and administrative expenses during the year ended December 31, 2023, and $ 26,940

of which will be amortized over two

years from the date of grant.

At December 31, 2023, $ 22,450

outstanding at December 31, 2022

exercisable at December 31, 2022

December 31, 2022, the 9,392,544 outstanding stock options had no intrinsic value.

of the cost of the outstanding stock-based awards remained outstanding and will be amortized over the next two years.

options issued during the year ended December 31, 2022

the year ended December 31, 2022, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,650,000

shares of the Company’s common stock with exercise prices of $ 0.18

per share that expire ten

years from the date of grant, and vested upon grant.

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) a volatility rate of 277.5 %,

(ii) a discount rate of 3.82 %,

expected dividend yield, and (iv) an expected life of 5

years, which is the average of the term of the options and their vesting periods.

The total fair value of the option grants to

directors, advisors, and employees at their grant dates was approximately $ 393,260 ,

all of which was allocated to general and administrative expenses during the year ended December 31, 2022.

summary of the Company’s stock option activity during the years ended December 31, 2023 and 2022 is as follows:

OF STOCK OPTION ACTIVITY

of Underlying

Exercise Price

Balance outstanding at December 31, 2021

Balance outstanding at December 31, 2022

Balance outstanding at December 31, 2023

Balance exercisable at December 31, 2023

December 31, 2023, the 11,392,544 outstanding stock options had aggregate intrinsic value of $ 378,030 .

summary of the Company’s stock options outstanding as of December 31, 2023 is as follows:

OF STOCK OPTION OUTSTANDING

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding, December 31, 2023

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.70

summary of the Company’s stock options outstanding and exercisable as of December 31, 2023 is as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Average Exercise Price

Average Grant- date Stock Price

Outstanding and exercisable, December 31, 2022

summary of warrants to purchase common stock issued during the year ended December 31, 2022 and the nine months ended December 31, 2021

is as follows:

SCHEDULE OF WARRANTS ACTIVITY

outstanding at March 31, 2021

Balance outstanding

at December 31, 2021

outstanding and exercisable at December 31, 2022

December 31, 2022, the 22,313,335 outstanding stock warrants had no intrinsic value and at December 31, 2021, the 646,668 outstanding

stock warrants had no intrinsic value.

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding and Exercisable, December 31, 2023

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.70

summary of warrants to purchase common stock issued during the years ended December 31, 2023 and 2022 is as follows:

OF WARRANTS ACTIVITY

of Underlying

Exercise Price

Balance outstanding at December 31, 2021

Balance outstanding and exercisable at December 31, 2022

Exchanged for shares of common stock

( 21,733,334 )

Balance outstanding and exercisable at December 31, 2023

October 2023, the Company entered into warrant exchange agreements with certain holders of warrants to exchange warrants to purchase

a total of 21,733,334 shares of the Company’s common stock for an aggregate of 2,173,334 shares of the Company’s common stock.

December 31, 2023 and December 31, 2022, the outstanding stock warrants had no intrinsic value.

NOTES PAYABLE

Environmental was granted a loan (the “PPP loan”) from United Bank for $ 109,435 on March 9, 2021, pursuant to the Paycheck

Protection Program (the “PPP”) under the CARES Act.

The PPP loan had a maturity date of March 9, 2023 and bore interest at

a rate of 1 % per annum, with the first six months of interest deferred.

Environmental was granted a loan (the “PPP loan”) from United Bank for $ 109,435

on March 9, 2021, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act.

The PPP loan had a

maturity date of March

9, 2023 and bore interest at a rate of 1 %

per annum, with the first six months of interest deferred.

On August 19, 2022, Range

Environmental received notice that the U.S.

Small Business Administration (“SBA”) had reviewed the forgiveness application

of Range Environmental’s PPP loan and provided forgiveness of the entire principal of the PPP loan plus accrued interest.

The Company recognized a gain on forgiveness of the PPP loan of $ 109,435 during the year ended December 31, 2022.

Small Business Administration (“SBA”) had reviewed the forgiveness

application of the PPP loan and provided forgiveness of the entire principal of the

PPP loan plus accrued interest.

The Company recognized a gain on forgiveness of the PPP loan of $ 109,435

during the year ended December 31, 2022.

June 17, 2020, Range Environmental was granted an SBA Disaster Loan in the amount of $ 150,000 with an interest rate of 3.75 % per annum.

2 unchanged sentences

Company had no notes payable outstanding as of December 31, 2023.

LINE OF CREDIT

LONG-TERM DEBT OBLIGATIONS

debt consists of debt on vehicles and equipment, which serves as the collateral, and debt issued as part of the acquisition of Collins

rates on the equipment financings range from 3.69 % to 9.95 % for 2023 and mature between 2024 through 2028 .

Collins Building debt consists of a five-year secured promissory note with an original principal amount of $ 2,000,000 ,

bearing interest at 7.0 %

per annum (the “First Promissory Note”), and a two-year secured promissory note with an original principal amount of

$ 2,035,250 ,

bearing interest at 8.25 %

per annum (the “Second Promissory Note”, and, together with the First Promissory Note, the “Collins Promissory

The First Promissory Note is secured by the acquired real property and quarry

infrastructure and the Second Promissory Note is secured by the acquired equipment.

At December 31, 2023, the First Promissory Note

had an outstanding balance of $ 1,887,395

and the Second Promissory Note had an outstanding balance of $ 1,798,633 .

summary of payments due under the long-term debt by year is as follows:

OF MATURITIES OF LONG TERM DEBT

Equipment Financing

Collins Promissory Notes

2024 – due between January 1, 2024 and December 31, 2024

2025 – due between January 1, 2025 and December 31, 2025

2026 – due between January 1, 2026 and December 31, 2026

2027 – due between January 1, 2027 and December 31, 2027

2028 and later – due on January 1, 2028 and thereafter

Total long-term debt

LINES OF CREDIT

November 2022, the Company secured a line of credit with a bank with a limit of $ 1,000,000 .

The line of credit has a maturity date of

November 30, 2023 , and bears interest at one percent ( 1 %) above the prime rate.

As of December 31, 2022, the balance due under the line

of credit was $ 0 .

August 2021, the Company entered into a $ 5,000,000 equity line transaction with Triton Funds, LP (“Triton”) providing for

the issuance and sale by the Company to Triton of a number of shares of the Company’s common stock having an aggregate value of

up to $ 5,000,000 and warrants to purchase up to an equal number of shares of the Company’s common stock.

In its sole discretion

and subject to certain agreed upon funding conditions, the Company may submit, from time to time, notices obligating Triton to purchase

shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or Triton has purchased the $5,000,000

of shares pursuant to the equity line transaction.

On December 31, 2022, this equity line expired with $169,950 of the $5,000,000 available financing used.

The Company had no income tax expense for the year ended December 31, 2022 and the nine months ended December 31,

2021 due to its history of operating losses.

The following is a reconciliation of the statutory federal income tax rate to the Company’s

effective tax rate:

In November 2023, the Company amended and

restated this line of credit.

The line of credit has a maturity date of November

30, 2024 , and bears interest at one percent ( 1 %)

above the prime rate ( 9.50 %

at December 31, 2023).

As of December 31, 2023, the balance due under the line of credit was $ 1,000,000 .

As of December 31, 2022, the balance due under the line of credit was $ 0 .

June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 .

In November 2023, the loan amount was increased to $ 1,400,000 .

P rincipal and accrued interest p ayments are required in March, June, September and

December 2024.

The loan has a maturity date of December

31, 2024 , and bears interest at the prime rate ( 8.50 %

at December 31, 2023).

As of December 31, 2023, the balance due under the loan was $ 1,400,000 .

Company had no income tax expense for the year ended December 31, 2023 and 2022 due to its history of operating

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

statutory tax rate

tax rate, net of federal benefit

federal and state tax rate

Year-Ended December 31, 2023

Year-Ended December 31, 2022

Federal statutory tax rate

State tax rate, net of federal benefit

Total federal and state tax rate

Valuation allowance

Effective tax rate

tax assets and liabilities consist of the following:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

deferred tax assets:

operating loss carryforwards

lease liability

deferred tax assets

December 31, 2023

December 31, 2022

Net deferred tax assets:

Net operating loss carryforwards

Stock-based compensation

Research credits

Other Capitalized Costs

Operating lease liability

Gross deferred tax assets

valuation allowance

1 unchanged sentence

( 9,174,000 )

deferred tax assets

tax liabilities:

lease right-of-use asset

Total deferred tax assets

Deferred tax liabilities:

deferred income tax assets (liabilities)

The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative

evidence when determining whether it is more likely than not that deferred tax assets are recoverable.

For the year ended December 31,

2022 and the nine months ended December 31, 2021, based on all available objective evidence, including the existence of cumulative losses,

the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable.

Accordingly, the Company

established a full valuation allowance against its net deferred tax assets.

The Company intends to maintain a full valuation allowance

on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

During the year ended

December 31, 2022 and the nine months ended December 31, 2021, the valuation allowance increased by $ 996,000 and $ 491,000 , respectively.

At December 31, 2022 and December 31, 2021, the Company had available Federal and state net operating loss carryforwards

(“NOLs”) to reduce future taxable income.

For Federal purposes, the amounts available were approximately $ 24.0 million and

$ 22.8 million, respectively.

For state purposes, approximately $ 23.4 million and $ 22.9 million was available at December 31, 2022 and

December 31, 2021, respectively.

The Federal carryforwards expire on various dates through 2042 and the state carryforwards expire through

Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss

carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership.

NOLs incurred subsequent

to the latest change in control are not subject to the limitation.

Company’s operations are based in California and Ohio and it is subject to Federal, California and Ohio state income tax.

after 2016 are open to examination by United States and state tax authorities.

Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not”

that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded

in the financial statements.

ASC 740 also provides guidance on the recognition, measurement, classification and interest and

penalties related to uncertain tax positions.

As of December 31, 2022 and December 31, 2021, no

liability for unrecognized tax benefits was required to be recorded or disclosed.

LONG-TERM DEBT OBLIGATIONS

debt consists of debt on vehicles and equipment, which serves as the collateral.

Interest rates range from 3.69 % to 9.95 % for 2022.

debt matures from 2023 through 2028.

summary of payments due under the long-term debt by year is as follows:

OF MATURITIES OF LONG TERM DEBT

long-term debt

Derivative income

Operating lease right-of-use asset

Total deferred tax liabilities

Net deferred income tax assets (liabilities)

provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when

determining whether it is more likely than not that deferred tax assets are recoverable.

For the years ended December 31, 2023 and

2022, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was

more likely than not that the net deferred tax assets were not fully realizable.

Accordingly, the Company established a full

valuation allowance against its net deferred tax assets.

The Company intends to maintain a full valuation allowance on net deferred

tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

The valuation allowance

decreased by $ 2.2 million

during the year ended December 31, 2023 and decreased by $ 0.9 million

during the year ended December 31, 2022.

December 31, 2023 and December 31, 2022, the Company had available federal and state net operating loss carryforwards (“NOLs”)

to reduce future taxable income.

Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership

of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership.

For Federal purposes, after considering limitations under Section 382, the net operating loss amounts available were approximately $ 16.9

million and $ 18.3

million as of December 31, 2023 and December

31, 2022, respectively.

For state purposes, after considering limitations under Section 382, the net operating loss amounts available

were approximately $ 16.6

million as of December 31, 2023 and 2022.

NOLs incurred subsequent to the latest change in control are not subject to the limitation.

Federal carryforwards generated prior to December 31, 2017 expire on various dates through 2037, and Federal carryforwards generated

after December 31, 2017 do not expire but are limited to 80% utilization in a given period.

MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

to the Company’s largest customer were 72 % of total sales for the year ended December 31, 2022, respectively.

receivable from the same customer were 62 % of total accounts receivable and unbilled receivables as of December 31, 2022.

to the Company’s two largest customers were 70 % and 24 %, respectively, of total sales for the year ended December 31, 2023, and sales to the Company’s

largest customer were 72 % of total sales for the year ended December 31, 2022.

receivable from the same customers were 70 %

respectively, of total accounts receivable and unbilled receivables as of December 31, 2023 and accounts receivable from the

Company’s largest customer were 62 %

of total accounts receivable and unbilled receivables as of December 31, 2022.

COMMITMENTS AND CONTINGENCIES

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 December 31, 2022, no contingent liability has been recorded in the Company’s

consolidated statements of financial condition for this matter.

time to time, the Company is involved in legal matters arising in the ordinary course of business.

While the Company believes that such

matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company

is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations.

SEGMENT INFORMATION

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

with the Company’s internal organizational structure as well as information about services, categories, business segments and

major customers in financial statements.

1 unchanged sentence

reportable segments that are based on the following business units:

(i) Environmental Services, (ii) Biochar Products and

Services, (iii) Stream Mitigation Banking, (iv) Environmental Security Services, and (v) Cannabinoid Drug

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

(i) Range Reclaim, (ii) Range Water, (iii) Range Security, (iv)

Range Land, and (v) Drug Development.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s

chief operating decision-maker has been identified as the Company’s 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

6 unchanged sentences

and distribution processes.

The Company operated two reportable business segments during the year ended December 31, 2022, the

Cannabinoid Drug Development and Environmental Services segments.

The other business segments began operating in 2023.

Drug Development – glycosylated cannabinoid drug development program

Environmental

Services – land reclamation, water restoration and environmental consulting services

Products and Solutions - biochar product development and environmental solutions business

Mitigation Banking – mitigation banks to restore waterways

and support economic development

Environmental

Security Services – security services on mines transitioning to next generation industries

five reportable segments that result from applying the aggregation criteria are as follows:

Reclaim – land reclamation, water restoration, incidental mining and land repurposing

Water – biochar product development and water solutions business

Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses

Land – mine land being acquired, reclaimed and repurposed for non-fossil fuel uses

Development – glycosylated cannabinoid drug development program

Company operated two reportable business segments, Range Reclaim and Drug Development, during the year ended December 31, 2022.

business segments began operating in 2023.

Company had no inter-segment sales for the periods presented.

1 unchanged sentence

OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT

Environmental

the year ended December 31, 2022

Environmental

income (loss)

( 1,417,842 )

( 1,072,176 )

expenditures for long-lived assets

Environmental

the nine months ended December 31, 2021

Environmental

$ ( 298,925 )

For the year ended December 31, 2023

Range Reclaim

Range Security

Drug Development

Cost of services

Operating income (loss)

( 1,757,989 )

Net income (loss)

Interest expense

Capital expenditures for long-lived assets

For the year ended December 31, 2022

Range Reclaim

Drug Development

Cost of services

Operating income (loss)

( 1,391,062 )

income (loss)

( 1,100,433 )

Net income (loss)

( 1,417,842 )

( 1,072,176 )

expenditures for long-lived assets

Interest expense

Capital expenditures for long-lived assets

QUARTERLY DATA (UNAUDITED)

financial information for each quarter during the year ended December 31, 2022 and the nine months ended December 31, 2021 is below:

results include all adjustments consisting of normal recurring adjustments that the Company considers necessary for the quarters presented

and are not necessarily indicative of the operating results of any future period.

Summarized financial information for each quarter during

the years ended December 31, 2023 and 2022 is below:

SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA

ended March 31, 2022

ended June 30, 2022

ended September 30, 2022

ended December 31, 2022

from operations

loss per share – basic and diluted

ended June 30, 2021

ended September 30, 2021

ended December 31, 2021

Quarter ended March 31, 2023

Quarter ended June 30, 2023

Quarter ended September 30, 2023

Quarter ended December 31, 2023

Income (loss) from operations

Net income (loss)

Net income (loss) per share – basic and diluted

Quarter ended March 31, 2022

Quarter ended June 30, 2022

Quarter ended September 30, 2022

Quarter ended December 31, 2022

Loss from operations

income (loss)

income (loss) per share – basic and diluted

Net loss per share – basic and diluted

PRO FORMA DATA (UNAUDITED)

May 2022, the Company acquired the “Range Reclamation Entities, which primarily

focus on the reclamation of former coal mines, and the remediation of non-compliant streams and waterways .

The acquired business contributed revenue of $ 4,832,278 and net income of $ 816,469 for the period from May 12, 2022 to December

The following unaudited pro forma summary presents the consolidated information of the Company as if the acquisition had occurred

on January 1, 2022:

pro forma sales and net income data gives effect to the acquisition of Collins Building as if it had occurred on January 1, 2023, the

beginning of the Company’s 2023 fiscal year, and to the acquisition of the Range Entities as if it had occurred on January 1, 2022,

the beginning of the Company’s 2022 fiscal year.

OF PRO FORMA DATA INFORMATION

forma year ended December 31, 2022

income (loss)

For the year ended

December 31, 2023

Acquired companies

Collins Building

All other companies

For the year ended

December 31, 2022

Net income (loss)

Acquired companies

Range Entities

All other companies

( 1,888,645 )

SUBSEQUENT EVENTS

March 2023, the Company entered into a lease of our office and laboratory space at 2224A Sierra Meadows Drive, Rocklin, California 95677,

which requires a lease payment of approximately $ 3,000 per month and expires on March 31, 2024 .

$ ( 1,235,473 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures