What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-14 · 416 added, 438 removed, 240 unchanged (78% of the section changed)

Financial Statements

INNOVATIONS, INC.

Financial Statements (unaudited)

FINANCIAL STATEMENTS

AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

CONSOLIDATED UNAUDITED BALANCE SHEETS AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023

NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

INNOVATIONS, INC.

BALANCE SHEETS

September 30, 2023

March 31, 2024

December 31, 2023

2 unchanged sentences

Accounts receivable

Unbilled receivables

Contract assets

Prepaid expenses

1 unchanged sentence

Long-term Assets

Equipment, net of accumulated depreciation

Buildings, net of accumulated depreciation

Property, plant and equipment, net

Property and equipment, net of accumulated depreciation

Total long-term assets

2 unchanged sentences

Accounts payable

Current portion of long-term debt

Line of credit

Current portion of long-term debt

Contract liabilities

Accrued expenses

Total current liabilities

14 unchanged sentences

accompanying notes to the consolidated financial statements.

INNOVATIONS, INC.

STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

and administrative

and development

Three Months Ended March 31,

Cost of services

Operating expenses:

General and administrative

Research and development

Total operating expenses

Loss from operations

( 1,064,870 )

on bargain purchase

on loan forgiveness

other income, net

income (loss)

Other income (expense):

Interest expense

Total other income (expense)

$ ( 751,149 )

$ ( 226,860 )

and diluted income (loss) per common share

average number of common shares outstanding:

Net loss per share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

accompanying notes to the consolidated financial statements.

INNOVATIONS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Number of Shares

Accumulated Deficit

Three months ended September 30, 2023

Number of Shares

Accumulated Deficit

Balance as of June 30, 2023

$ ( 50,402,952 )

Shares issued for cash

Fair value of vested stock options

Balance as of September 30, 2023

$ ( 46,998,777 )

Three months ended September 30, 2022

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Number of shares

Paid-in Capital

Accumulated Deficit

Balance as of June 30, 2022

$ ( 50,031,838 )

Shares issued for cash

Balance as of September 30, 2022

$ ( 50,151,454 )

Nine months ended September 30, 2023

Three Months Ended March 31, 2024

Number of Shares

Paid-in Capital

Accumulated Deficit

1 unchanged sentence

$ ( 47,081,799 )

Shares issued for cash

Fair value of vested stock options

Balance as of September 30, 2023

Stock based compensation

Balance as of March 31, 2024 (Unaudited)

$ ( 47,832,948 )

Nine months ended September 30, 2022

Three Months Ended March 31, 2023

Number of Shares

Paid-in Capital

Accumulated Deficit

2 unchanged sentences

$ ( 50,212,854 )

$ ( 49,140,678 )

$ ( 381,641 )

Shares issued for cash

Shares issued in exchange for Range

( 1,010,776 )

Net income ( loss)

( 1,010,776 )

Balance as of March 31, 2023 (Unaudited)

$ ( 50,439,714 )

Balance as of September 30, 2022

$ ( 50,439,714 )

1 unchanged sentence

accompanying notes to the consolidated financial statements.

INNOVATIONS, INC.

STATEMENTS OF CASH FLOWS

Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income (loss)

$ ( 751,149 )

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

Gain on bargain purchase

$ ( 226,860 )

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

Fair value of vested stock options

1 unchanged sentence

Accounts receivable

Contract assets

Prepaid expenses and other current assets

Accounts payable

( 2,007,621 )

Unbilled receivables

Forgiveness of PPP loan

Prepaid expense and other current assets

Accounts payable and accrued liabilities

Contract liabilities

Accrued expenses

Net cash provided by (used in) operating activities

( 1,113,045 )

Cash flows from investing activities:

Equipment purchases

( 1,134,417 )

( 1,243,329 )

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

Cash acquired in acquisition of Range Environmental Resources

Cash paid for acquisition of Range Environmental Resources

Net cash used in investing activities

( 7,146,525 )

( 1,977,502 )

Cash flows from financing activities:

Issuance of shares for cash

Proceeds from notes issued in acquisition of Collins Building

Proceeds from long-term debt

Repayment of long-term debt

Proceeds from line of credit

Net cash used in financing activities

Net decrease in cash and cash equivalents

( 1,509,102 )

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

2 unchanged sentences

Cash paid during the period for:

Forgiveness of PPP loan

Stock issued for acquisition

accompanying notes to the consolidated financial statements.

INNOVATIONS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

MONTHS ENDED MARCH 31, 2024 AND 2023

BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Malachite Innovations, Inc.

(the “Company”, “we”,

“us”, “our” or “Malachite”), was incorporated in the State of Nevada on June 29, 2007.

a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact

Malachite owns and operates several complementary operating businesses focused on developing long-term solutions to environmental,

social, and health challenges, with a particular focus on economically disadvantaged communities.

Malachite takes an opportunistic approach

to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways.

Malachite seeks to thoughtfully

allocate its capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate

strong investment returns for our shareholders.

Originally founded in 2007 as Legend Mining Inc., the Company began operations

as a mineral extraction exploration business focused on Canadian gold reserves, but failed to secure any mineral reserves to execute its

In 2011, the Company changed its name to Stevia First Corp., relocated its operations to California, and pursued a new strategy

focused on developing stevia-based sweetener additives for the food and beverage industry by using a novel glycosylation process it developed

to chemically attach glucose molecules to stevia molecules.

In 2015, due a lack of commercial viability of its glycosylated stevia product,

the Company changed its name to Vitality Biopharma, Inc.

and used the same glycosylation process to develop non-psychoactive glycosylated

cannabinoids for the treatment of chronic inflammatory conditions of the gastrointestinal tract.

In October 2021, the Company changed its name to Malachite Innovations,

and created two wholly-owned operating subsidiaries:

(i) Graphium Biosciences, Inc., a Nevada corporation (“Graphium”),

into which the Company contributed all of its drug development assets;

and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”)

which was formed to serve as a holding company for the Company’s future impact investing operating businesses.

I n 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.

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

(“Collins Building”).

Collins Building is an environmental services business that primarily focuses on the reclamation of

abandoned mine land sites in West Virginia.

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 nine

months ended September 30, 2023, the Company recorded net income of $ 3,214,077 and the Company’s operating activities provided

$ 1,074,719 of cash.

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 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 September 30, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance

of $ 1,026,286 , line of credit availability of $ 100,000 , and revenues being generated by the Range Reclamation Entities.

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 change if the Company encounters unanticipated difficulties, or if its estimates

of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster

than it currently expects.

No assurance can be given that any future financing or capital, if needed, will be available or, if available,

that it will be on terms that are satisfactory to the Company.

(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

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.

October 2021, the Company changed its name to Malachite Innovations, Inc.

and formed two wholly-owned operating subsidiaries:

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.

Reclamation Entities’ water restoration services seek to improve the water quality in rivers, streams and discharges through

novel and innovative treatment applications to help customers meet their various regulatory standards and requirements.

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

its customers.

Range Natural also provides resource mining services for customers incidental to the reclamation and repurposing of

In December 2022, Daedalus was merged into the Company.

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

an environmental services business primarily focusing 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.

January 2024, the Company added Range Minerals as its sixth operating business segment.

Range Minerals was previously reported within

the Range Reclaim operating business segment.

The Drug Development segment was also renamed Graphium Biosciences.

of Presentation

The consolidated financial statements include the accounts of the Company

and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States

Intercompany balances and transactions have been eliminated in consolidation.

consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:

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:

The core principle of the ASC 606 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;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance

(4) allocate the transaction price to

the performance obligations in the contract;

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, stone and other products

and recognizes revenue when the products are delivered to the customer’s designated site or when control of these products is transferred

to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products.

Sales and other taxes that the Company collects concurrent with revenue producing activities are excluded from revenue.

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 also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project.

All revenue is recognized at a point in time.

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.

invoices for the sales of chemicals, stone and other products and recognizes revenue when the products are delivered to the

customer’s designated site or when control of these products is transferred to its customers, in an amount that reflects the

consideration the Company expects to be entitled to in exchange for those products.

Sales taxes and other taxes that the Company

collects concurrent with revenue producing activities are excluded from revenue.

Costs for equipment, labor and chemicals are

generally expensed as incurred since the projects are generally short-term and not subject to a contract.

The Company also invoices

customers for the provision of environmental security services at an agreed-upon hourly rate for each project.

All revenue is

recognized at a point in time.

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 contract 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.

Contract Estimates

Due 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.

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.

The 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

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 may be 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.

Costs are recognized as incurred.

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

4 unchanged sentences

Because of inherent uncertainties

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

in estimating costs, it is at least reasonably possible that the estimates used will change significantly over the course of the contract’s performance.

earned over time compared to a point in time is as follows for the quarters ended March 31, 2024 and 2023.

OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

Quarter Ended

March 31, 2024

Quarter Ended

March 31, 2023

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.

Included 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.

Billed contract receivables have been invoiced to customers based on contracted

Contract receivables were $ 504,050 at March 31, 2024 and $ 2,100,255 as of December 31, 2023.

accounts receivable are stated at the amount management expects to collect from the balances outstanding as of March 31, 2024 or December

31, 2023 in the consolidated balance sheets.

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

as of those dates will be immaterial and, therefore, no allowances were recorded for the three months ended September 30, 2023 or the

three months ended September 30, 2022.

Accounts receivable were $ 2,897,234 and $ 981,385 at September 30, 2023 and December 31, 2022,

respectively.

No bad debt expense was accrued in either the three months ended September 30, 2023 or the three months ended September

30, 2022 and there is no allowance for doubtful accounts as of September 30, 2023 or December 31, 2022.

receivables represent revenue that has been recognized on projects for which billings have not been presented to the customer because

the amounts were earned but not billable at the balance sheet date.

and Equipment

as of those dates will be immaterial and therefore, no allowances were recorded for the three months ended March 31, 2024 or the three

months ended March 31, 2023.

Accounts receivable, including contract receivables, were $ 6,003,777 and $ 7,185,411 at March 31, 2024 and December 31, 2023, respectively.

No bad debt expense was accrued in either the three months ended March 31, 2024 or the three months ended March 31, 2023 and there is

no allowance for doubtful accounts as of March 31, 2024 or December 31, 2023.

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

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 customer.

The Company’s contract assets are reported on a

contract-by-contract basis at the end of each reporting period.

The 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 March 31, 2024 and December 31, 2023 are as follows:

OF CONTRACT ASSETS

March 31, 2024

Costs incurred on contracts in progress

Estimated earnings

Revenue earned on contracts in progress

Billings to date

( 1,215,558 )

Total contract assets

March 31, 2024

December 31, 2023

Costs and estimated earnings in excess of billings on contracts in progress

Billings in excess of costs and estimated earnings on contracts in progress

Net contract assets

and equipment is carried at cost.

4 unchanged sentences

and any gain or loss is reflected in the current year’s earnings.

September 30, 2023

OF PROPERTY AND EQUIPMENT

March 31, 2024

December 31, 2023

2 unchanged sentences

( 2,935,759 )

( 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.

Company provides for depreciation of its buildings, 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 assets.

Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining

6 unchanged sentences

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.

The Company performed its quarterly impairment test

for goodwill on March 31, 2024.

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.

6 unchanged sentences

Right-of-use assets represent the Company’s right

to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease

payments arising from the lease.

Right-of-use assets and lease liabilities are recognized at lease commencement based upon the

estimated present value of unpaid lease payments over the lease term.

The Company uses its incremental borrowing rate based on the

information available at lease commencement in determining the present value of unpaid lease payments.

As of September 30, 2023, the

Company had no material lease commitments.

to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease.

Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present

value of unpaid lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available

at lease commencement in determining the present value of unpaid lease payments.

As of March 31, 2024, the Company had no material lease

commitments for longer than one year.

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

18 unchanged sentences

shares outstanding from the time they vest.

Diluted income (loss) per share is computed by dividing net loss applicable to common stockholders

by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding

if all dilutive potential common shares had been issued.

Shares of restricted stock are included in the diluted weighted average number

of common shares outstanding from the date they are granted unless they are antidilutive.

Diluted income (loss) per share excludes all

potential common shares if their effect is anti-dilutive.

The following potentially dilutive shares were excluded from the shares used

to calculate diluted earnings per share as their inclusion would be anti-dilutive:

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 income (loss) per share excludes all potential common

shares if their effect is anti-dilutive.

The following potentially dilutive shares were excluded from the shares used to calculate diluted

earnings per share as their inclusion would be anti-dilutive:

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

September 30, 2023

March 31, 2024

December 31, 2023

6 unchanged sentences

and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses

relating to the acquisition, design, development and testing of the Company’s glycosylated cannabinoid drug candidates.

relating to the acquisition, design, development and testing of the Company’s treatments and product candidates.

Research and development

5 unchanged sentences

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

As of September 30, 2023, the Company has five operating business segments:

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

Previously, beginning in October

2021, the Company began operating under two segments:

(i) Graphium Biosciences, Inc., which reports the operating results of our broad

portfolio of glycosylated cannabinoid prodrugs that are being developed to unlock the rebalancing effects of the endocannabinoid system

to address numerous chronic inflammatory conditions, and (ii) the Range Reclamation Entities, which

report the operating results of 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 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 and major customers.

All material operating units qualify for aggregation under “Segment

Reporting” due to their similar customer base and similarities in:

of March 31, 2024, the Company has six

operating business segments:

(i) Range Reclaim;

(ii) Range Minerals;

(iii) Range Water;

(iv) Range Security;

(v) Range Land’

and (vi) Graphium Biosciences.

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

Development segment, which reports the operating results of the Company’s broad portfolio of glycosylated cannabinoid prodrugs

operating under the name Graphium Biosciences, 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

Beginning in January 2024, Range Minerals, which was previously reported within the Range Reclaim operating business segment,

was separately reported as its own operating business segment focused on mining and related reclamation activities, and the Drug Development segment was renamed Graphium Biosciences.

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

identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance

for the entire Company.

Existing guidance, which is based on a management approach to segment reporting, establishes requirements to

report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers,

and the countries in which the entity holds material assets and reports revenue.

All material operating units qualify for aggregation

under “Segment Reporting” due to their similar customer base and similarities in:

economic characteristics;

geographic location of operation;

of products and services;

nature of products

and services;

and procurement, manufacturing, and distribution processes.

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 was effective for the Company

beginning January 1, 2023.

This did not have a material effect on the Company’s financial position, results of operations, or cash

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.

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.

Company is evaluating the impact of adopting this ASU.

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

On August 31, 2023, the Company entered into a stock purchase agreement

with the owner of Collins Building & Contracting, Inc.

(“Collins 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.

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”.

3 unchanged sentences

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.

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

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Acquisition transaction costs incurred

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.

(“Range Environmental”) and Range Natural Resources, Inc.

Natural”, and collectively with Range Environmental, the “Range Reclamation Entities”), and the two (2)

shareholders of the Range Reclamation Entities (the “Range Shareholders”) (the “Range 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 in exchange for 80 % of the outstanding common

stock of each of the Range Reclamation Entities.

Subsequent to entering into the Range Share Purchase Agreement, the Company

discovered that Joshua Justice, one of the Range Shareholders (“Justice”), made certain misrepresentations in the Range Share

Purchase Agreement.

On July 12, 2022, the Company entered into a Separation Agreement, by and among the Company, Daedalus Ecosciences,

the Range Reclamation Entities, and Justice and his spouse (the “Separation Agreement”) pursuant to which Justice:

a) acknowledged

that his employment with the Range Reclamation Entities was terminated for cause effective June 30, 2022;

b) returned the 5,000,000 shares

of the Company’s common stock that had been issued to him under the terms of the Range Share Purchase Agreement;

c) transferred

his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences;

and d) paid cash in an amount of $250,000.

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 the merger of Daedalus Ecosciences into Malachite

as of December 31, 2022, the Range Reclamation Entities are reported as wholly-owned subsidiaries of the Company in the financial

statements made part of this Form 10-Q.

No other changes were made to the consideration received by Starks as part of the Range

Share Purchase Agreement and he remains as President of each of the Range Reclamation Entities.

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

Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed.

The fair values

of the assets acquired are set forth below.

The allocation of the purchase price is based on management’s

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

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.

was $ 751,421 at September 30, 2023 and at December 31, 2022.

The goodwill as of both dates represents the value

of the Range Reclamation Entities’ employee relations .

Building contributed revenues of $ 173,788 and net loss of $ 96,967 to the Company’s consolidated revenues and net loss for the three

months ended March 31, 2024.

Collins Building did not contribute any revenue or net income to the Company’s consolidated revenues

and net income for the three months ended March 31, 2023.

is $ 751,421 at March 31, 2024 and at December 31, 2023.

The goodwill as of both dates represents the value of the Range Reclamation Entities’

employee relations.

Goodwill by reportable segment is as follows:

September 30, 2023

SCHEDULE OF GOODWILL

March 31, 2024

December 31, 2023

2 unchanged sentences

Ending Balance

of Common Stock and Warrants

April 11, 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of (i)

2,733,334 shares of the Company’s common stock (the “April Shares”) at a price of $ 0.15 per share and (ii)

warrants to purchase up to an additional 2,733,333 shares of the Company’s common stock (the “Warrants”, and the

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

The Warrants expire

on April 11, 2028.

The aggregate proceeds to the Company from the sale of the April Shares and Warrants were approximately

August 24, 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 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 Shares were approximately $ 1,000,000 .

STOCK OPTIONS

options issued during the three months ended September 30, 2023 and the three months ended September 30, 2022

the three months ended September 30, 2023, the Company granted options to an outside advisor to purchase 100,000 shares of the Company’s

common stock with exercise prices of $ 0.1337 per share that expire five years from the date of grant.

Options to purchase all 100,000

shares 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 273.24 %, (ii) discount rate of 4.27 %, (iii) zero expected dividend

yield, and (iv) expected life of 5 years, which is the term of the options.

The total fair value of the option grants at their grant

dates was approximately $ 13,340 which was allocated to general and administrative expenses during the three months ended September 30,

stock options were granted to directors, advisors, and employees during the three months ended September 30, 2022.

the three months ended September 30, 2023, total stock-based compensation expense related to vested stock options was $ 17,830 .

the three months ended September 30, 2022, the Company recorded no stock-based compensation expense related to vested stock options.

At September 30, 2023, the remaining unamortized cost of the outstanding stock-based awards was approximately $ 31,430 and will be amortized

on a straight-line basis over the remaining vesting period of 2 years.

summary of the Company’s stock option activity during the nine months ended September 30, 2023 is as follows:

options issued during the three months ended March 31, 2024 and the three months ended March 31, 2023

stock options were granted to directors, advisors, and employees during the three months ended March 31, 2024 or the three months ended

March 31, 2023.

the three months ended March 31, 2024, the Company recorded $ 4,490

in stock-based compensation expense.

For the three months ended March 31, 2023, the Company recorded no stock-based

compensation expense related to vested stock options.

At March 31, 2024, there was $ 17,960

of unamortized cost of the outstanding stock-based awards.

summary of the Company’s stock option activity during the three months ended March 31, 2024 is as follows:

OF STOCK OPTION ACTIVITY

Weighted Average

Exercise Price

Balance outstanding at December 31, 2023

Balance outstanding at September 30, 2023

Balance exercisable at September 30, 2023

September 30, 2023, the 9,862,544 outstanding stock options had intrinsic value of $ 2,630 .

summary of the Company’s stock options outstanding as of September 30, 2023 is as follows:

Balance outstanding at March 31, 2024

Balance exercisable at March 31, 2024

March 31, 2024, the 11,385,877 outstanding stock options had $ 1,133,480 of intrinsic value.

summary of the Company’s stock options outstanding as of March 31, 2024 is as follows:

OF STOCK OPTION OUTSTANDING

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding, September 30, 2023

Options Outstanding, March 31, 2024

$ 1.50 - 1.95

6 unchanged sentences

$ 4.00 - 4.20

summary of the Company’s stock options outstanding and exercisable as of September 30, 2023 is as follows:

summary of the Company’s stock options outstanding and exercisable as of March 31, 2024 is as follows:

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

2 unchanged sentences

Weighted Average Grant- Date Stock Price

Options Outstanding and Exercisable, September 30, 2023

Options Outstanding and Exercisable, March 31, 2024

$ 1.50 - 1.95

6 unchanged sentences

$ 4.00 - 4.20

summary of warrants to purchase common stock issued during the nine months ended September 30, 2023 is as follows:

summary of warrants to purchase common stock issued during the three months ended March 31, 2024 is as follows:

OF WARRANTS ACTIVITY

Weighted Average

Exercise Price

Balance outstanding at December 31, 2022

Balance outstanding and exercisable at September 30, 2023

September 30, 2023, the 25,046,669 outstanding stock warrants had no intrinsic value.

LINES OF CREDIT

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

The line of credit expires on November 30, 2023

and bears interest at one percent ( 1 %) above the prime rate ( 9.50 % at September 30, 2023).

As of September 30, 2023, the balance due

under the line of credit was $ 1,000,000 .

June 2023, the Range Reclamation Entities secured a separate bank line of credit with a limit of $ 1,000,000 .

This line of credit is secured

by all of the Range Reclamation Entities’ fixed assets.

This line of credit expires on June 24, 2024 and bears interest at the

prime rate ( 8.50 % at September 30, 2023).

As of September 30, 2023, the balance due under this line of credit was $ 900,000 .

Balance outstanding and exercisable at December 31, 2023

Balance outstanding and exercisable at March 31, 2024

March 31, 2024, the 3,313,335

outstanding stock warrants had $ 30,000

of intrinsic value.

NOTES PAYABLE

Company had no notes payable outstanding as of March 31, 2024, or December 31, 2023.

LINE OF CREDIT

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

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 March 31, 2024).

As of March 31, 2024, the balance due under the line of credit was $ 1,000,000 .

As of December

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

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 .

Principal and accrued interest payments 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 March 31, 2024).

As of March 31, 2024, the balance due under the line of credit

was $ 1,400,000 .

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

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

Interest rates range from 3.69 % to 9.95 % for 2023.

The debt matures from 2023 through 2028.

rates on the equipment financings range from 3.69 % to 9.95 % for 2024 and mature between 2025 through 2029 .

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 Notes”).

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 March 31, 2024, the First Promissory Note had an outstanding

balance of $ 1,830,106 and the Second Promissory Note had an outstanding balance of $ 1,557,549 .

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

OF MATURITIES OF LONG TERM DEBT

2023 – due between October 1, 2023 and September 30, 2024

2024 – due between October 1, 2024 and September 30, 2025

2025 – due between October 1, 2025 and September 30, 2026

2026 – due between October 1, 2026 and September 30, 2027

2027 – due between October 1, 2027 and September 30, 2028

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

Promissory Notes

2024 – due between April 1, 2024 and March 31, 2025

2025 – due between April 1, 2025 and March 31, 2026

2026 – due between April 1, 2026 and March 31, 2027

2027 – due between April 1, 2027 and March 31, 2028

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

Total long-term debt

MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

to the Company’s two largest customers were 95 % and 93 % of total sales for the three months ended September 30, 2023 and the nine

months ended September 30, 2023, respectively.

Sales to the Company’s largest customer were 74 % and 73 % of total sales for the

three and nine months ended September 30, 2022, respectively.

receivable from one customer were 96 % of total accounts receivable and unbilled receivables as of September 30, 2023.

Accounts receivable

from the Company’s largest customer were 61 % of total accounts receivable and unbilled receivables as of September 30, 2022.

to the Company’s largest customer were 67 %

of total sales for the three months ended March 31, 2024.

Sales to the Company’s largest customer for the year ended December 31, 2023 was 70 % .

receivable from the same customer were 89 %

of total accounts receivable as of March 31, 2024 and 70 % as of December 31, 2023.

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 September 30, 2023, 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 major customers

in financial statements.

The Company has five reportable segments that are based on the following business units:

280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent

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

major customers in financial statements.

The Company has six

reportable segments that are based on the following business units:

(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 Chief Executive Officer,

who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information

quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the

entity holds material assets and reports revenue.

All material operating units qualify for aggregation under “Segment Reporting”

due to their similar customer base and similarities in:

economic characteristics;

nature of products and services;

and procurement, manufacturing

and distribution processes.

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

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

(ii) Range Minerals;

(iii) Range Water’

(iv) Range Security;

(v) Range Land;

and (vi) Graphium Biosciences.

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.

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 (i) economic characteristics, (ii) nature of

products and services, and (iii) procurement, manufacturing and distribution processes.

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

Reclaim – land reclamation, water restoration and land repurposing

Minerals – mining and reclamation activities

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

Drug Development – glycosylated cannabinoid drug development program

Company operated two reportable business segments during the three and nine months ended September 30, 2022, the Drug Development

and Range Reclaim segments.

The other business segments began operating in 2023.

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

Graphium Biosciences – glycosylated cannabinoid drug development program

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

1 unchanged sentence

OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT

For the three months ended September 30, 2023

Range Reclaim

Range Minerals

Range Security

Drug Development

Cost of services

Net income (loss)

Interest expense

Capital expenditures for long-lived assets

For the nine months ended September 30, 2023

Graphium Biosciences

For the three months ended March 31, 2024

Range Reclaim

Range Minerals

Range Security

Drug Development

Cost of services

Graphium Biosciences

Net income (loss)

2 unchanged sentences

Capital expenditures for long-lived assets

For the three months ended September 30, 2022

Range Reclaim

Drug Development

Cost of services

Net income (loss)

Capital expenditures for long-lived assets

For the nine months ended September 30, 2022

Range Security

Graphium Biosciences

For the three months ended March 31, 2023

Range Reclaim

Drug Development

Cost of services

Range Security

Graphium Biosciences

Net income (loss)

( 1,010,776 )

Interest expense

Capital expenditures for long-lived assets

PRO FORMA INFORMATION

unaudited 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

For the nine months ended

September 30, 2023

Acquired companies

Collins Building

All other companies

the nine months ended

September 30, 2022

other companies

SUBSEQUENT EVENTS

October 30, 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.

April 2024, the Company issued options to purchase 250,000 shares of the Company’s common stock to an officer.

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-Q

Item 1. Financial Statements