What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-15 compared with 2023-11-14 · 305 added, 417 removed, 294 unchanged (71% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

used in this discussion and analysis and elsewhere in this Quarterly Report, the “Company”, “we”, “us”

or “our” refer to Malachite Innovations, Inc., a Nevada corporation.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited

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publicly any forward-looking statements for any reason.

Malachite Innovations, Inc.

(“Malachite”) is a public company

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

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.

Our corporate headquarters is located in Cleveland, Ohio, with additional

office locations in Fola, West Virginia, Flatwoods, West Virginia, and Rocklin, California.

As of November 13, 2023, we employed 74 full-time

employees and engaged various consultants and professional service firms to provide us with flexible and experienced resources to advance

our corporate objectives while maintaining a cost-effective overhead structure.

We strive to instill a corporate culture of honesty, integrity

and respect while advancing our mission of doing well by doing good.

Range is a public company dedicated to improving the health and wellness of people and the planet through

a novel and innovative approach to impact investing.

We own and operate several complementary operating businesses focused on developing

long-term solutions to environmental, social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing

mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia.

Range takes an opportunistic approach

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

Range 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 its shareholders.

corporate headquarters is located in Cleveland, Ohio, with additional office locations in Flatwoods, West Virginia, Fola, West Virginia

and Rocklin, California.

As of May 15, 2024, we employed 43 full-time employees.

In addition, we have, from time to time, engaged various

consultants and professional service firms to provide us with flexible and experienced resources to advance our corporate objectives

in order to maintain a cost-effective overhead structure.

We strive to instill a corporate culture of honesty, integrity and respect

while advancing our mission of doing well by doing good.

Investing Strategy

impact investing strategy aims to improve the health and wellness of people and the planet, while also generating long-term sustainable

financial returns for our shareholders.

We believe that doing well and doing good are not mutually exclusive, and that an impact investing

strategy can balance the environmental, social and economic needs of people and the planet while also generating attractive risk-adjusted

financial returns for shareholders.

impact investing strategy provides an opportunity for our dedicated team to address pressing environmental, social and economic challenges,

such as air and water pollution, educational inequality and economic disparity, and climate change, through the development of technology-based

By actively directing investment capital towards businesses that are working to create positive environmental, social and

economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier

and happier way of life.

have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States.

Initially, the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income,

education and employment demographics in the United States.

Our ambitious strategy is to allocate investment capital and build operating

businesses that provide positive environmental and social impact in the disadvantaged coal communities of Appalachia to maximize the

good we can do for people and the planet.

Business Segments

five operating business segments are:

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

about our business segments should be read together with “Part II.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.”

May 2022, the Company 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, residential 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

six operating business segments are:

(i) Range Reclaim;

(ii) Range Minerals;

(iii) Range Water;

(iv) Range Security;

(v) Range Land;

and (vi) Graphium Biosciences.

May 2022, the Company acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”).

Range Environmental provides 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.

Range Environmental’s water restoration services seek to improve the

water quality of 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, sell water treatment

chemicals manufactured by third parties to their customers.

Range Natural also mines natural resources, including coal, for customers

incidental to the reclamation and repurposing of mine sites.

Energy Information Administration (the “EIA”), the United States had 551 coal mines in 2020, comprised of 370

active mines, 141 idled or closed mines, and 40 new or activated mines.

Approximately 82% of those coal mines were located in Appalachia

(which comprises the Appalachian Mountains and is commonly known as the cultural region in the Eastern United States stretching from

the southern part of New York to the northern parts of Alabama and Georgia).

According to the EIA, there were approximately three times

as many coal mines in the United States in 2008 (compared to 2020) with approximately 89% located in Appalachia.

The precipitous decline

in the number of operating coal mines since 2008 is due to various supply, demand and regulatory factors, including a reduction in demand

for coal as a source of electricity due to the increased use of natural gas and renewable energy, an increase in coal production costs

due to inflation and the dearth of cost-effective locations remaining for mining, and a more stringent and costly regulatory environment,

all of which have resulted in an increasingly difficult market for coal producers.

2000, coal was responsible for 1,966 billion kWh of electricity generation, which represented 52% of the total electricity generation

in the United States.

However, in 2022, coal was responsible for only 828 billion kWh of electricity generation, which represented 20%

of the total electricity generation in the United States.

According to the EIA, 23% of the 200,568 megawatts of coal-fired capacity currently

operating in the United States is scheduled to retire by the end of 2029 due to the high cost of operations, continued competition from

natural gas and renewable energy resources, and sustainability initiatives of energy producers.

Range Environmental also provides 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.

Energy Information Administration (“EIA”), the United States had 551 coal mines in 2020, comprised of 370 active

mines, 141 idled or closed mines, and 40 new or activated mines.

Approximately 82% of those coal mines were located in Appalachia (which

comprises the Appalachian Mountains and is commonly known as the cultural region in the Eastern United States stretching from the southern

part of New York to the northern parts of Alabama and Georgia).

According to the EIA, there were approximately three times as many coal

mines in the United States in 2008 compared to 2020 with approximately 89% located in Appalachia.

The precipitous decline in the number

of operating coal mines since 2008 is due to various supply, demand and regulatory factors, including a reduction in demand for coal

as a source of electricity due to the increased use of natural gas and renewable energy, an increase in coal production costs due to

inflation, the dearth of cost-effective locations remaining for mining, and a more stringent and costly regulatory environment, all

of which have resulted in an increasingly difficult market for coal producers.

2000, coal was responsible for 1,966 billion kWh of electricity generation, which represented 52% of the total electricity

generation in the United States.

By contrast, in 2022, coal was responsible for only 828 billion kWh of electricity generation,

which represented 20% of the total electricity generation in the United States.

According to the EIA, 23% of the 200,568 megawatts

of coal-fired capacity currently operating in the United States is scheduled to be retired by the end of 2029 due to the high cost of

operations, continued competition from natural gas and renewable energy resources, and sustainable initiatives of energy

the reclamation of closed and inactive mine sites has not kept pace with the increase in closed and idled mine sites, thus creating a

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significant land reclamation and water restoration services.

the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), OSMRE was established for two basic purposes:

the Surface Mining Control and Reclamation Act of 1977 (“SMRCA”), OSMRE was established for two basic purposes:

(i) to ensure

coal mines in the United States operate in a manner that protects citizens and the environment during mining operations and to restore

the land to beneficial use following mining, and (ii) to implement an Abandoned Mine Land (“AML”) reclamation program to

address the hazards and environmental degradation resulting from two centuries of coal mining activities that occurred before SMCRA was

the land to beneficial use following mining;

and (ii) to implement an Abandoned Mine Land (“AML”) reclamation program to

address the hazards and environmental degradation resulting from two centuries of coal mining activities that occurred before SMRCA was

passed in 1977.

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cannot access funding from the AML reclamation fund and must obtain funding from other sources.

Additionally,

each state in Appalachia has a Department of Environmental Protection (“DEP”) or an equivalent agency that oversees coal

mining permitting, operations, and reclamation.

Under DEP rules and regulations, coal mining companies are required to develop a mining

and reclamation plan that is approved by the applicable state agency, obtain a mining permit from the state, and secure a reclamation

surety bond from a qualified third-party insurance company or provide a comparable financial guarantee.

The reclamation surety bond provides

the state with financial assurances that land reclamation and waterway restoration will be performed in accordance with the original

much of the funding for this reclamation work comes from the federal government, each state in Appalachia has a Department of

Environmental Protection or an equivalent agency (“DEP”) that oversees coal mining permitting, operations, and

Under DEP rules and regulations, coal mining companies are required to develop a mining and reclamation plan that is

approved by the applicable state agency, obtain a mining permit from the state, and secure a reclamation surety bond from a

qualified third-party insurance company or provide a comparable financial guarantee.

The reclamation surety bond provides the state

with financial assurances that land reclamation and waterway restoration will be performed in accordance with the original

reclamation plan once mining is complete if the coal mining company, as primary obligor, fails to perform.

Therefore, there are at least

three groups who may need land reclamation, water restoration and environmental auditing services:

(i) mining companies when permits

are active and reclamation bonds are not in default, (ii) surety bond insurers when reclamation bonds are in default, and (iii) states

through their AML reclamation funds for mine lands abandoned before 1977 and for mine lands with defaulted coal mining companies and

surety bond insurers after 1977.

At the time of acquisition in May 2022, the Range Reclamation Entities had

one reclamation customer, 15 pieces of owned and financed equipment, eight pieces of leased equipment, and 12 employees, all located and

operating in West Virginia.

As of September 30, 2023, approximately 16 months later, the businesses had four reclamation customers, 62

pieces of owned and financed equipment, and 56 employees in West Virginia.

For the full year 2021, the Range Reclamation Entities had

revenues of approximately $2.5 million.

For the partial year period from May 11, 2022 to December 31, 2022, the Range Reclamation Entities

had revenues of approximately $4.8 million.

For the first nine months of 2023, the Range Reclamation Entities had revenues of approximately

$12.2 million.

The Range Reclamation Entities have also made a significant investment in recruiting, retaining and rewarding employees,

including providing new benefits such as health insurance, paid time off, vacation days, 401K retirement plan, and job advancement training.

The Range Reclamation Entities’ employees are their most valuable asset, and therefore we are committed to building a best-in-class

culture and financially rewarding our talented, hard-working employees so that we can maximize the good we can do for our employees and

their families.

Range Reclamation Entities are planning for continued growth in their land reclamation, water restoration and consulting businesses by

expanding their market share with existing coal mining customers reclamation bond insurers, and the DEP of each state in Appalachia for

AML projects, adding new coal mining and non-coal mining customers, and collaborating with the Company’s other operating businesses

to generate incremental sales opportunities.

We will seek to add additional employees, equipment and technologies to support these ambitious

growth goals to ensure we successfully execute our value creation plans for the Company and our shareholders.

In August 2023, the Company acquired Collins Building, which owned 105 pieces

of reclamation equipment with attachments, plus a sandstone quarry and mechanics shop located in West Virginia.

Collins Building is an

environmental services business that primarily focuses on reclaiming abandoned mine land sites for the West Virginia Department of Environmental

Protection as part of its AML Reclamation Program.

Therefore, there are at

least three groups who may need land reclamation, water restoration and environmental auditing services:

(i) mining companies when

permits are active and reclamation bonds are not in default;

(ii) surety bond insurers when reclamation bonds are in default;

(iii) states through their AML reclamation funds for mine lands abandoned before 1977 and for mine lands with defaulted coal mining

companies and surety bond insurers after 1977.

Environmental is planning for continued growth in its land reclamation, water restoration and consulting businesses by expanding its

market share with existing coal mining customers and reclamation bond insurers, adding new coal mining and non-coal mining customers,

and collaborating with the Company’s other operating businesses to generate incremental sales opportunities.

We will seek to add

additional people, equipment and technologies to support our ambitious growth goals to ensure we successfully execute our value creation

plans for the Company and our shareholders.

August 2023, the Company acquired Collins Building & Contracting, Inc.

(“Collins Building”), a West Virginia-based environmental

services business focused on performing reclamation services on abandoned mine lands throughout West Virginia.

Collins Building, along

with Range Environmental, are classified within the Range Reclaim operating business segment.

May 2022, the Company acquired Range Natural Resources, Inc., a West Virginia corporation (“Range Natural”).

Natural provides mining and reclamation services through subcontractors with oversight by the Company’s management team.

Range Natural is mining and reclaiming several surface mines at the Fola Mine Complex in Fola, West Virginia (“Fola Mine”).

The Company anticipates increasing mining and reclamation activity at the Fola Mine, and therefore, in January 2024, the Company separated

Range Natural’s results from the “Range Reclaim” reporting segment and has included Range Natural’s results in

a new “Range Minerals” reporting segment.

The Company believes reporting the results of Range Minerals separately from Range

Reclaim will provide better insight and transparency into the overall operational performance of both operating business segments.

Preta, LLC, an Ohio limited liability company (“Terra Preta”), is a biochar product development and environmental solutions business started

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In March 2023, Terra Preta filed provisional patents related to novel and innovative agricultural and water treatment solutions and designs.

Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens that each produce one ton of biochar per day to advance our research

Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens with the capacity to produce one ton of biochar per day to advance our research

and development activities.

We anticipate that several biochar-based water filtration and soil amendment products will be available for

production and sale by the end of 2024.

Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services business started

by the Company in November 2022.

Range Security is focused on providing eco-friendly, technology-driven security services to active and

former mine sites, with a particular focus on locations transitioning from coal mining to next generation industries.

Range Security

is intended to serve as a complementary business to the Range Reclamation Entities.

We are currently evaluating the purchase of a large continuous-process pyrolysis oven to increase the scale

of our biochar production to commercial levels.

Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services

business started by the Company in November 2022.

Range Security is focused on providing eco-friendly, technology-driven security

services to active and former mine sites, with a particular focus on locations transitioning from coal mining to next generation

industries and uses.

Range Security is intended to serve as a complementary business to the Range Reclaim and Range Minerals

sites in the Appalachian region frequently comprise thousands of acres of natural habitat with valuable infrastructure and operating

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attract next generation industries once the mining is complete.

In March 2023, Range Security was engaged by its first customer for environmental

security services covering a 13,000-acre coal mine site in Central West Virginia.

In October 2023, Range Security was engaged by its second

customer for environmental security services covering a 16,000-acre coal mine site in Eastern Kentucky.

Range Security has hired 15 new

security professionals, and is focusing its recruitment efforts on military veterans, police officers, and other professionals with security

Range Security has purchased two fuel-efficient utility task vehicles for ground surveillance and a thermal-imaging drone

for aerial surveillance, all of which use significantly less fuel and electricity to operate than traditional security vehicles and provide

a much broader coverage range with a substantially lower carbon footprint.

Range Security is also in the process of establishing satellite-based

wireless service to support video surveillance and enable a mobile technology solution used by our security professionals to provide real-time

evidence of visual security checks.

Range Security plans to expand its security service business onto several additional mine sites prior

to the end of 2023, with a particular focus on locations with valuable infrastructure being repurposed into non-coal multi-use complexes

with attractive job growth prospects and next generation industry opportunities.

Range Land, LLC, an Ohio limited

liability company (“Range Land”), is a land acquisition company started by the Company in August 2023.

Range Land is focused

on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial,

residential and recreational developments.

Range Land is specifically interested in renewable energy facilities, innovative agricultural

installations, and projects focused on improving the quality and condition of our air, land and waterways.

According to industry estimates,

Appalachia contains nearly one million acres of abandoned, idled and non-performing mine sites that are burdened with significant land

reclamation and water restoration obligations.

Many of these troubled mine sites are subject to mining permits and associated reclamation

bonds, which as a result, prevents the land from being repurposed for non-mining uses until the land has been reclaimed and the permits

and bonds have been released by the applicable state’s environmental protection department.

Water quality is a particularly challenging

issue since a permit can only be released if the site has at least 12-months of compliant water samples without active chemical treatment,

which heightens the need for water restoration solutions to help transition former mine land to non-mining uses.

The Company, through it several

operating businesses, has assembled the internal resources and capabilities to reclaim land, restore waterways, install innovative water

treatment solutions, and secure the mine site to protect the significant historical investment in infrastructure.

In additional to these

in-house capabilities, the Company and its operating businesses also possess deep knowledge and expertise about the permit and bond release

process, which is a critical step necessary to unlock the underlying value of the former mine land for non-fossil fuel uses.

is actively reviewing several mine sites throughout Appalachia to acquire, reclaim and repurpose in order to improve the land and create

non-fossil fuel economic development opportunities for disadvantaged local coal communities.

In September 2023, Range Land,

through its wholly owned subsidiary CLV Azurite Land, LLC, an Ohio limited liability company (“CLV Azurite”), acquired through

three transactions over 1,900 acres of surface interest at an idled mine complex in West Virginia.

March 2023, Range Security was engaged by its first customer for environmental security services covering a 13,000-acre coal mine site

in West Virginia.

As of May 15, 2024, Range Security employed 7 security professionals, and is focusing its recruitment efforts on

military veterans, police officers, and other professionals with security experience.

Range Security has purchased two fuel-efficient

utility task vehicles for ground surveillance and a thermal-imaging drone for aerial surveillance, all of which use significantly less

fuel and electricity to operate than traditional security vehicles and provide a much broader coverage range with a substantially lower

carbon footprint.

Range Security is also in the process of establishing satellite-based wireless service to support video surveillance

and enable a mobile technology solution used by our security professionals to provide real-time evidence of visual security checks.

Security plans to expand its security service business to additional mine sites, with a particular focus on locations with valuable

infrastructure being repurposed into non-coal multi-use complexes with attractive job growth prospects and next generation industry opportunities.

Land, LLC, an Ohio limited liability company (“Range Land”), is a land acquisition company started by the Company in August

Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel

uses, including commercial, industrial, residential and recreational developments.

Range Land is specifically focused on acquiring

land to be used for renewable energy facilities, innovative agricultural installations, and projects focused on improving the quality

and condition of our air, land and waterways.

to industry estimates, Appalachia contains nearly one million acres of abandoned, idled and non-performing mine sites that are burdened

with significant land reclamation and water restoration obligations.

Many of these troubled mine sites are subject to mining permits

and associated reclamation bonds, which as a result, prevents the land from being repurposed for non-mining uses until the land has been

reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department.

Water quality

is a particularly challenging issue since a permit can only be released if the site has at least 12-months of compliant water samples

without active chemical treatment, which heightens the need for water restoration solutions to help transition former mine land to economically

viable non-mining uses.

Company has assembled the internal resources and capabilities to reclaim land, restore waterways,

install innovative water treatment solutions, and secure the mine site to protect the significant historical investment in infrastructure.

In addition, the Company has extensive knowledge and expertise regarding

the permit and bond release process, which is a critical step necessary to unlock the underlying value of the former mine land for non-fossil

Range Land is actively reviewing several mine sites throughout Appalachia to acquire, reclaim and repurpose in order to improve

the land and create non-fossil fuel economic development opportunities for disadvantaged local coal communities.

September 2023, Range Land, through its wholly-owned subsidiary CLV Azurite Land, LLC, an Ohio limited liability company (“CLV

Azurite”), acquired over 1,900 acres of surface interest at an idled mine complex in West Virginia.

CLV Azurite is in active discussions

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for alternative non-fossil fuel uses.

Concurrently, CLV Azurite is in active discussions with an experienced and well-capitalized development

partner to convert the former mine land into a large solar energy facility on a majority of the acquired surface acreage.

an arrangement, CLV Azurite would be the landlord and the solar developer-operator would be the tenant required to pay CLV Azurite a

negotiated lease payment on a per acre basis.

Drug Development

Concurrently, CLV Azurite is in active discussions with two experienced and well-capitalized solar

developers to convert the former mine land into a large solar energy facility on a majority of the acquired surface acreage, as well

as additional acreage for commercial, industrial, recreational and residential development.

Under the solar arrangements, CLV Azurite

would be the landlord and the solar developer-operator would be the tenant required to pay CLV Azurite a negotiated lease payment on

a per acre basis.

Graphium Biosciences

Biosciences, Inc., a Nevada corporation (“Graphium”), is a cannabinoid-based drug development company tracing its history

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(i) administration in a convenient oral

formulation, (ii) targeted delivery with release in the colon or large intestine, (iii) improved stability with limited degradation or

drug metabolism, and (iv) delayed release enabling longer-lasting effects and fewer administrations by patients.

(ii) targeted delivery with release in the colon or large intestine;

(iii) improved stability with limited degradation or

drug metabolism;

and (iv) delayed release enabling longer-lasting effects and fewer administrations by patients.

have learned through our animal studies that glucose bound to cannabinoid molecules are inactive and poorly absorbed from the intestines,

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including, among others, irritable bowel syndrome (“IBS”), anxiety, depression, autism and cancer.

using our proprietary enzymatic bioprocessing technologies, our research team has developed a novel family of over 250 glycosylated cannabinoid

These glycosylated cannabinoids have unique commercial applications and patentable compositions of matter, which are separate

and distinct from ordinary cannabinoids.

Currently, our intellectual property is comprised of the following patents:

(i) Cannabinoid

Glycoside Prodrugs and Methods of Synthesis:

Patent filed in 2016 and granted in 2021 for the invention of novel glycosylated cannabinoids

and methods of targeted delivery for the treatment of gastrointestinal disorders, including IBD and IBS, (ii) Antimicrobial Compositions

Comprising Cannabinoids and Methods of Using the Same:

Patent filed in 2018 and granted in 2021 for the use of cannabinoids as antibiotics

for the treatment of Clostridioides difficile , (iii) Novel Cannabinoid Glycosides and Uses Thereof:

Patent filed in 2020 and in

prosecution for additional novel cannabinoid glycosides and includes research data supporting the improved characteristics and commercial

production strategies for these new molecules, and (iv) Continuous Enzymatic Perfusion Reactor System:

Patent filed in 2021 and in prosecution

for our improved reactor system for the efficient enzymatic glycosylation of hydrophobic small molecules, including cannabinoids.

believe our intellectual property portfolio of glycosylated cannabinoids possess significant value and, as a result, we have allocated

using our proprietary enzymatic bioprocessing technologies, our research team has developed a novel family of over 100 glycosylated

cannabinoid prodrugs.

These glycosylated cannabinoids have unique commercial applications and patentable compositions of matter,

which are separate and distinct from ordinary cannabinoids.

Currently, our intellectual property is comprised of the following

(i) the Cannabinoid Glycoside Prodrugs and Methods of Synthesis patent filed in 2016 and granted in 2021 for the

invention of novel glycosylated cannabinoids and methods of targeted delivery for the treatment of gastrointestinal disorders,

including IBD and IBS;

(ii) the Antimicrobial Compositions Comprising Cannabinoids and Methods of Using the Same patent filed

in 2018 and granted in 2021 for the use of cannabinoids as antibiotics for the treatment of Clostridioides difficile ;

the Novel Cannabinoid Glycosides and Uses Thereof patent filed in 2020 and in prosecution for additional novel cannabinoid

glycosides and includes research data supporting the improved characteristics and commercial production strategies for these new

and (iv) the Continuous Enzymatic Perfusion Reactor System patent filed in 2021 and in prosecution for our

improved reactor system for the efficient enzymatic glycosylation of hydrophobic small molecules, including cannabinoids.

our intellectual property portfolio of glycosylated cannabinoids possess significant value and, as a result, we have allocated

substantial resources to ensure that our U.S.

and international patents are properly filed and successfully prosecuted.

As our research

efforts involving glycosylated cannabinoids continue to progress, we plan to file additional patents to further expand our growing family

of intellectual property assets and create long-term value for our shareholders.

research efforts involving glycosylated cannabinoids continue to progress, we plan to file additional patents to further expand our

growing family of intellectual property assets and create long-term value for our shareholders.

research team has performed 23 animal studies to test the safety, efficacy and dosing levels of our glycosylated cannabinoids, which

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industry standard colitis disease mouse models:

(i) TNBS model in 2017 and 2018 that generated favorable colitis prevention data, and

(i) TNBS model in 2017 and 2018 that generated favorable colitis prevention data;

(ii) DSS model in 2021 that generated favorable colitis treatment data.

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diversion control standards.

We are working closely with a third-party contract research organization

to develop a detailed drug development plan to advance our leading drug candidate, VBX-100, through Phase II clinical trials by the end

of 2026, subject to receipt of sufficient funding, which is currently estimated to be approximately $15.0 million.

The Company is actively

seeking to raise the necessary funding by issuing new common shares of Graphium to investors to advance our leading drug candidate, VBX-100.

If we are successful in raising the necessary capital and advancing VBX-100 through Phase II clinical studies, then we would seek to maximize

shareholder value by either selling our drug development assets to a strategic purchaser or raising additional capital to advance VBX-100

through Phase III clinical trials.

Investing Strategy

impact investing strategy aims to improve the health and wellness of people and the planet, while also generating long-term sustainable

financial returns for our shareholders.

We believe that doing well and doing good are not mutually exclusive, and that an impact investing

strategy can balance the environmental, social, and economic needs of people and the planet while also generating attractive risk-adjusted

financial returns for shareholders.

Our impact investing strategy provides an opportunity for our dedicated

team to address pressing environmental, social, and economic challenges, such as climate change, air and water pollution, educational

inequality and economic disparity, through the development of novel and innovative solutions.

By actively directing investment capital

towards businesses that are working to create positive environmental, social, and economic outcomes, our impact investing strategy can

meaningfully contribute to an improved people-planet ecosystem and a healthier and happier way of life.

We have a particular interest in providing environmental and social solutions

in economically-disadvantaged regions of the United States.

Initially, the Company is targeting the Appalachian region, which is home

to communities with some of the most disadvantaged income, education and employment demographics in the United States.

Our ambitious strategy

is to allocate investment capital and management resources to acquire, reclaim, and repurpose former mine sites in Appalachia that have

the potential to provide positive environmental and social impact in these disadvantaged coal communities to maximize the good we can

do for people and the planet.

Investing Process

Company maintains a rigorous investment process comprised of sourcing, underwriting, acquiring or originating, and growing impact

investing opportunities.

Our executive management team is responsible for the construction, execution, and continued refinement of

our impact investing process, which relies upon the decades of experience of our executive management team and a periodic review,

evaluation and adoption of best practices employed in the direct investment and private equity industry.

impact investing process starts with identifying and evaluating potential investment opportunities.

We use a variety of sources to identify

potential impact investments, including our extensive network of industry contacts, third party intermediaries and proprietary research

performed by our executive management team.

Each potential impact investment is evaluated based on its fit with our corporate strategy,

the individual risks and opportunities of each potential investment, and any synergies with our other impact investments.

This detailed due diligence review is aimed at identifying and addressing material investment risks and opportunities

to create long-term sustainable value for our shareholders.

Furthermore, our evaluation of each potential impact investment incorporates,

to the extent appropriate, consideration of environmental, social and governance (“ESG”) and diversity, equity and inclusion

(“DEI”) factors in the investment decision-making process.

Our impact investments are commonly structured as stock or asset acquisitions

with transaction consideration in the form of cash and the Company’s common stock so the former owners of impact investment acquisitions

are properly aligned with our public shareholders in the creation of future value.

Additionally, the Company has developed innovative

business projects that fit within our corporate strategy and have been allocated capital and resources to grow and increase shareholder

After a potential impact investment is acquired, or an organic innovation

is launched, our executive management team is responsible for closely monitoring on a regular basis the performance of each investment.

Each operating business has an experienced management team that is responsible for executing a value creation plan with active support,

collaboration and input from the Company’s executive management team.

We believe a balanced approach to individual management and

corporate governance provides the managers of the operating businesses with the freedom and autonomy to preserve their ownership mindset

while also providing the Company’s executive team with the optimal level of involvement in order to maximize the overall benefits

to the Company’s shareholders.

As the value creation plan is executed for each operating business, the

Company’s executive team, in consultation with the management team of each business unit, will regularly evaluate the strategic

options for the business, which could include additional investment to fund strategic growth and expansion, maximizing current cash flow

without further investments, or a potential exit to a strategic or financial buyer.

This process of evaluating strategic options is dynamic

and involves many considerations, including an evaluation of the current and future market conditions, the current and future financial

performance of the operating business, changes in its competitive advantages, new competitors, macro and micro market conditions, and

exit valuations.

Environmental,

Social and Governance

principles are central to our mission of improving the health and wellness of people and the planet.

Our impact investing strategy is

dedicated to pursuing opportunities that improve the long-term sustainability of our people-planet ecosystem, reverse the damaging effects

of climate change, and revitalize disadvantaged communities into next generation cities.

We believe that considering ESG principles,

along with the profit potential of an investment, enables our team to take a broader, more holistic approach to capital deployment by

considering a wide range of stakeholders, including shareholders, the environment and local communities.

believe our genuine commitment to ESG principles, which is at the heart of our impact investing strategy, truly differentiates our Company

from other businesses whose dedication to ESG principles is more peripheral.

We believe our strong commitment to ESG principles will

allow us to attract similarly-committed customers, suppliers, employees, financial partners, and federal, state and local partnerships

who are motivated by our shared sense of purpose and commitment to doing well by doing good.

Equity and Inclusion

employees are integral to fostering a culture of honesty, integrity and respect.

We believe hiring, training, motivating and retaining

talented individuals is critical to the successful execution of our impact investing strategy.

Our employees are our single most important

seek to attract employees with different backgrounds and unique perspectives, and provide a safe environment for them to collaborate

in a respectful manner so our Company can benefit from their best collective thinking.

We believe a diverse, equitable and inclusive

workforce increases innovation and creativity, improves decision making, increases adaptability and flexibility, and improves stakeholder

Additionally, we believe these benefits will ultimately result in greater profits and an increase in long-term shareholder

Company is focused on a large and growing marketplace for impact investing, and therefore, is anticipated

to face competition from a variety of operating businesses and investment funds who are developing business plans and operating strategies

to satisfy the increasing demands of these types of investments in the marketplace.

In almost all cases, these competitors are larger

and better capitalized operating businesses and investment funds.

Our Company competes on the basis of a number of factors, including access

to capital, access to impact investing opportunities, recruitment and retention of key personnel, market share with key customers, strong

relationships with reclamation bond insurance companies and state regulators, and supply relationships with critical vendors.

to continue to compete effectively in our lines of business will depend upon our ability to attract new employees, retain and motivate

our existing employees, and invest in new equipment.

Since inception, the Company and its subsidiaries have used QuickBooks as

its general ledger accounting software.

However, given the significant current and anticipated growth of its operating businesses and

the need for more robust information for management analysis and decision-making, the Company transitioned all of its accounting software

services from QuickBooks to Foundation Software in the second quarter of 2023.

Foundation Software, founded in Cleveland, Ohio in 1985, is specifically

designed for service companies, particularly those in the construction, contracting and reclamation industries.

Foundation Software offers

the Company several enhanced features critical to the successful execution of its value creation plan, including (i) general ledger accounting,

including accounts payable, accounts receivable, inventory and customer billing, (ii) equipment tracking on job sites, maintenance, utilization

and depreciation, (iii) employee tracking on job sites, time and materials, utilization, and billing, (iv) job costing and profitability

reporting segmented by customers, job types and location, and (v) numerous real-time management dashboard and key performance indicator

reports that will allow management to closely monitor the performance of each operating business and react on a timely basis to business

opportunities and issues.

Furthermore, Foundation Software will allow the Company and its operating businesses to more easily scale their

operations and efficiently and cost-effectively support the anticipated growth of each business.

are working closely with a third-party contract research organization to develop a detailed drug development plan to advance our leading

drug candidate, VBX-100, through Phase II clinical trials by the end of 2027, subject to receipt of sufficient funding, which is currently

estimated to be approximately $20 million.

Graphium has engaged a registered broker-dealer to assist with the capital raise.

Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, is anticipated to face competition

from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy

the increasing demands of these types of investments in the marketplace.

In many cases, these competitors are larger and better capitalized

operating businesses and investment funds.

Company competes on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition

capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance companies, recruitment and

retention of key personnel, market share with key customers, and supply relationships with critical vendors.

Our ability to continue

to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

2023, the Company engaged Foundation Software, LLC (“Foundation Software”) as its new accounting software provider and converted

all of the Company’s accounting system operations from QuickBooks to Foundation Software during the second quarter of 2023.

in Cleveland, Ohio in 1985, Foundation Software is specifically designed for service companies, particularly those in the construction,

contracting and reclamation industries.

Foundation Software offers the Company several enhanced features critical to the successful execution

of its shareholder value creation plan, including:

(i) general ledger accounting, including accounts payable, accounts receivable, inventory

and customer billing;

(ii) equipment tracking on job sites, maintenance, utilization and depreciation;

(iii) employee tracking on job

sites, time and materials, utilization, and billing;

(iv) job costing and profitability reporting segmented by customers, job types and

location’ and (v) numerous real-time management dashboard and key performance indicator reports that will allow management to closely

monitor financial and operational performance and quickly react to business opportunities and issues.

Furthermore, Foundation Software

will allow the Company to quickly scale operations and efficiently and cost-effectively support the anticipated growth of each business,

thereby preventing our accounting and management systems from becoming a limiting factor to our growth initiatives.

of Operations

Months Ended September 30, 2023 and September 30, 2022

revenue for the three months ended September 30, 2023 was $5,455,633 and our gross profit was $2,857,766 (representing a 52% gross

profit margin) compared to revenue for the three months ended September 30, 2022 of $1,547,258 and gross profit of $357,783 (representing

a 23% gross profit margin).

For the three months ended September

30, 2023, we incurred general and administrative expenses in the aggregate amount of $1,057,055 compared to $449,041 incurred for the

three months ended September 30, 2022 (an increase of $608,014).

General and administrative expenses generally include corporate overhead,

salaries for administrative and management personnel and other related compensation costs, financial and administrative contracted services,

marketing, consulting costs and travel expenses.

These costs include the operations of Collins Building which was acquired in August 2023

and the Range Reclamation Entities which were acquired in May 2022.

The majority of the increase in general and administrative expenses

relates to salaries which increased to $531,172 for the three months ended September 30, 2023, as compared to $132,879 for the three months

ended September 30, 2022 (an increase of $398,293) as a result of the hiring of additional administrative and management personnel in

connection with the expansion of the Company’s business operations.

In addition, for the three months ended September 30, 2023, we incurred

research and development costs of $140,840, compared to $106,744 for the three months ended September 30, 2022 (an increase of $34,096).

These costs consist primarily of the salary of our Chief Science Officer, rent for our Rocklin lab space, patent-related legal fees, and

consulting fees.

This increase primarily resulted from an increase in consulting fees in the amount of $54,000, offset by a decrease in

wages allocated to research and development of $19,330.

For the three months ended September

30, 2023, we recorded total net other income of $1,744,304, compared to total net other income recorded for the three months ended September

30, 2022 of $78,386.

This increase of $1,665,918 was primarily attributable to the gain recognized on the purchase of Collins Building

of $1,875,150, partially offset by the increased amount of interest expense related to equipment financing and the financing of the purchase

of Collins Building of $135,467.

net income for the three months ended September 30, 2023 was $3,404,175 compared to a net loss of $119,616 for the three months ended

September 30, 2022 (an improvement of $3,523,791).

Months Ended September 30, 2023 and September 30, 2022

Our revenue for the nine months ended September 30, 2023 was $12,468,787

and our gross profit was $4,351,869 (representing a 35% gross profit margin), compared to revenue for the nine months ended September

30, 2022 of $2,186,617 and gross profit of $422,735 (representing a 19% gross profit margin).

For the nine months ended September

30, 2023, we incurred general and administrative expenses in the aggregate amount of $2,419,001 compared to $1,147,308 incurred for the

nine months ended September 30, 2022 (an increase of $1,271,693).

The majority of the increase in general and administrative costs relates

to increased salary expense which increased by $456,666 and legal fees which increased by $338,922.

For the nine months ended September

30, 2023, we incurred research and development costs of $354,461, compared to $340,297 for the nine months ended September 30, 2022 (an

increase of $14,164).

This increase primarily resulted from an increase in consulting fees of $72,000, partially offset by a decrease

in wages allocated to research and development of $38,708.

For the nine months ended September

30, 2023, we recorded total net other income of $1,635,670, compared to total net other income recorded during the nine months ended September

30, 2022 of $54,094.

This increase of $1,689,764 during the nine months ended September 30, 2023 was primarily attributable to the gain

recognized on the purchase of Collins Building of $1,875,150, partially offset by an increase in interest expense of $188,760, and a gain

of $109,435 related to the forgiveness of a PPP loan recorded during the nine months ended September 30, 2022.

net income for the nine months ended September 30, 2023 was $3,214,077 compared to a net loss of $1,010,776 for the nine months ended

September 30, 2022 (an improvement of $4,224,853).

Months Ended March 31, 2024 and March 31, 2023

Company’s revenue for the three months ended March 31, 2024 was $3,909,893 and its gross profit was $481,545.

The Company’s

revenue for the three months ended March 31, 2023 was $3,014,887 and its gross profit was $649,002.

Increased depreciation on equipment

acquired in August 2023 heavily impacted the gross margin results for the three months ended March 31, 2024.

the three months ended March 31, 2024, general and administrative expenses were $943,901, compared to $726,048 incurred for the three

months ended March 31, 2023 (an increase of $217,853).

General and administrative expenses generally include corporate overhead, salaries

and other compensation costs, financial and administrative contracted services, insurance, marketing, consulting costs and travel expenses.

The largest increase related to the general and administrative expenses was accounting, auditing and legal fees of $79,825, labor and

benefit costs of $25,857 and insurance costs of $6,739 for the three months ended March 31, 2024 compared to a year earlier.

addition, for the three months ended March 31, 2024, the Company incurred research and development costs of $131,640, compared to

$106,177 for the three months ended March 31, 2023 (an increase of $25,463).

This increase resulted from an increase in legal and

consulting fees incurred in connection with Graphium’s capital raise process.

the three months ended March 31, 2024, the Company incurred net other expense in the amount of $157,153, compared to total net other

expense of $43,637 recorded for the three months ended March 31, 2023 (an increase of $113,516).

This increase was attributable

to higher interest expense for the three months ended March 31, 2024.

net loss during the three months ended March 31, 2024 was $751,149 compared to a net loss of $226,860 for the three months ended March

and Capital Resources

As of September 30, 2023, we had total current assets of $4,075,750, comprised

of cash in the amount of $1,026,286, accounts receivable of $2,897,234, unbilled receivables of $49,148 and prepaid expenses of $103,082.

As of September 30, 2023, we had total current liabilities of $5,335,662, consisting of outstanding amounts on our lines of credit of

$1,900,000, accounts payable of $924,282 and the current portion of long-term debt of $2,511,380.

As a result, on September 30, 2023,

the Company had negative working capital of $1,259,912.

At December 31, 2022, the Company had negative working capital of $128,371.

of September 30, 2023, the Company had long-term assets of $14,768,739, comprised of net equipment assets of $12,268,855, land of $1,531,758,

buildings of $196,729, goodwill of $751,421, and deposits of $19,976.

As of September 30, 2023, the Company had long-term liabilities

of $5,891,557, comprised of long-term debt, net of current portion.

As of December 31, 2022, the Company had long-term assets of $6,805,827,

comprised of net equipment assets of $6,045,514, goodwill of $751,421, and deposits of $8,892.

As of December 31, 2022, the Company had

long-term liabilities of $3,738,013, comprised of long-term debt, net of current portion.

Based on the Company’s current corporate strategy, we expect our general

operating expenses to be substantially offset by revenue generated by the Range Reclamation Entities, Collis Building and Range Security.

We expect the Company’s operating businesses to generate operating income and positive cash flow over the 12 months following September

Based on the Company’s current cash balance and $100,000 currently available under its revolving credit line, the Company

expects to have sufficient funds to operate its business over the next 12 months.

If additional capital is needed in excess of our current

capital resources, we will explore financing options to accelerate the funding and execution of our growth strategy and shareholder value

creation plan.

Our estimated total cash needs for the 12-month period ending September

30, 2024 could increase if we encounter unanticipated lower revenues and higher expenses in connection with operating our business as

presently planned.

In addition, our estimates of the amount of cash necessary to fund our business may prove to be too low, and we could

spend our available financial resources much faster than we currently expect.

If we cannot raise the capital necessary to continue to

develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations.

If any of these were

to occur, there is a substantial risk that our business would fail.

Until such time as the Company and its operating businesses are cash flow

positive, we expect to continue funding our operations, at least in part, through equity and debt financings.

However, sources of additional

funds may not be available when needed, on acceptable terms, or at all.

If we issue equity or convertible debt securities to raise additional

funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience

substantial dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing

stockholders.

If we incur additional debt, we would incur additional interest expenses, and assuming those loans would be available, it

would increase our liabilities and future cash commitments.

Moreover, regardless of the manner in which we seek to raise capital, we may

incur substantial costs in those pursuits, including investment banking fees, legal fees and other related costs.

of March 31, 2024, the Company had total current assets of $7,388,656, comprised of:

(i) cash in the amount of $667,698;

accounts receivable of $6,003,777;

(iii) contract assets of $626,425;

and (iv) prepaid expenses of $90,756.

As of March 31, 2024,

the Company had total current liabilities of $6,897,211, consisting of:

(v) outstanding amounts on our lines of credit of

(w) accounts payable of $1,706,394;

(x) contract liabilities of $205,327;

(y) accrued expenses of $71,670, and (z) the

current portion of long-term debt of $2,513,820.

As a result, as of March 31, 2024, the Company had working capital of $491,445.

December 31, 2023, the Company had working capital of $753,756.

of March 31, 2024, the Company had long-term assets of $13,424,864, comprised of:

(i) net equipment assets of $10,919,567;

of $1,563,797;

(iii) buildings of $180,103;

(iv) goodwill of $751,421;

and (v) deposits of $9,976.

As of March 31, 2024, the Company

had long-term liabilities of $5,095,940, comprised of long-term debt, net of current portion.

As of December 31, 2023, the Company

had long-term assets of $14,063,299, comprised of:

(v) net equipment assets of $11,549,689;

(w) land of $1,563,797;

(x) building of $188,416;

goodwill of $751,421;

and (z) deposits of $9,976.

As of December 31, 2023, the Company had long-term liabilities of $5,250,027,

comprised of long-term debt, net of current portion.

on the Company’s current corporate strategy, we expect our general operating expenses to be substantially offset by revenue generated

by the Range Reclaim, Range Minerals and Range Security.

We expect the Company’s operating businesses to generate operating income

and positive cash flow over the 12 months following March 31, 2024.

Based on the Company’s current cash balance and $100,000 currently

available under its revolving credit line, the Company expects to have sufficient funds to operate its business over the next 12 months.

If additional capital is needed in excess of our current capital resources, we will explore financing options to accelerate the funding

and execution of our growth strategy and shareholder value creation plan.

estimated total expenditures for the 12-month period ending March 31, 2025 could increase if we encounter unanticipated lower revenues

and higher expenses in connection with operating our business as presently planned.

In addition, our estimates of the amount of cash

necessary to fund our business may prove to be too low, and we could spend our available financial resources much faster than we currently

If we cannot raise the capital necessary to continue to develop our business, we will be forced to delay, scale back or eliminate

some or all of our proposed operations.

If any of these were to occur, there is a substantial risk that our business would fail.

such time as the Company and its operating businesses are cash flow positive, we expect to continue funding our operations, at least

in part, through equity and debt financings.

However, sources of additional funds may not be available when needed, on acceptable terms,

If we issue equity or convertible debt securities to raise additional funds or to fund, in whole or in part, acquisitions

in furtherance of our business strategy, our existing stockholders may experience substantial dilution, and the new equity or debt securities

may have rights, preferences and privileges senior to those of our existing stockholders.

If we incur additional debt, we would incur

additional interest expenses, and assuming those loans would be available, it would increase our liabilities and future cash commitments.

Moreover, regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment

banking fees, legal fees and other related costs.

Cash Used in Operating Activities

For the nine months ended September 30, 2023, net cash provided by operating

activities was $1,074,719 compared to net cash used in operating activities of $568,536 for the nine months ended September 30, 2022.

This difference of $1,643,255 was primarily attributable to the Company’s net income of $3,214,077 for the nine months ended September

30, 2023, compared to a net loss of $1,010,776 for the nine months ended September 30, 2022 and depreciation of $1,026,052, offset by

the gain of $1,875,150 recognized on the purchase of Collins Building and an increase in accounts payable of $1,915,848, for the nine

months ended September 30, 2023.

Net cash used in operating activities for the nine months ended September 30, 2022 consisted primarily

of a net loss of $1,010,776, offset by depreciation of $187,923 and a decrease in accounts receivable of $554,181.

the three months ended March 31, 2024, net cash used in operating activities was $1,113,045.

This decrease was a result of a

reduction in accounts payable of $2,007,621, accrued liabilities of $29,614, and an increase in contract assets of $379,115,

partially offset by an increase in contract liabilities of $205,327 as well as a loss for the quarter of $751,149, offset by a

decrease in accounts receivable of $1,181,634, depreciation and non-cash expenses of $642,925 and a decrease in prepaid expenses of

Net cash provided by operating activities in the three months ended March 31, 2023 consisted of a net loss of $226,860

and an increase in accounts receivable of $252,147, offset by an increase in accounts payable of $800,619 and depreciation expense

Cash Used in Investing Activities

For the nine months ended September

30, 2023, net cash used in investing activities was $7,146,525 compared to net cash used in investing activities of $1,977,502 for the

nine months ended September 30, 2022.

Net cash used in investing activities during the nine months ended September 30, 2023 consisted

of equipment purchases totaling $1,134,417, cash paid or financed in connection with the acquisition of Collins Building totaling $5,035,250

and cash paid for land of $976,858.

Net cash used in investing activities for the nine months ended September 30, 2022 consisted primarily

of equipment purchases totaling $1,243,329 and cash paid in connection with the acquisition of Range Environmental of $750,000.

the three months ended March 31, 2024, there was no net cash used in investing activities.

For the three months ended March 31, 2023,

net cash used in investing activities was $746,226, which consisted of equipment purchased by Range Environmental, Range Natural, Range Security and Terra Preta.

Cash Provided By Financing Activities

For the nine months ended September

30, 2023, net cash provided by financing activities was $6,655,723 compared to net cash provided by financing activities of $3,664,494

for the nine months ended September 30, 2022.

Net cash provided by financing activities during the nine months ended September 30, 2023

consisted of $1,410,000 received from the issuance of common stock and warrants, proceeds of $4,035,250 from long-term debt issued in

connection with the acquisition of Collins Building, proceeds of $383,202 from other long-term debt and $1,900,000 from revolving lines

of credit, offset by repayments on long-term debt of $1,072,729.

Net cash provided by financing activities during the nine months ended

September 30, 2022 consisted of $3,250,000 received from the issuance of common stock and warrants, proceeds of $923,309 from long-term

debt, offset by $350,000 paid off on a revolving line of credit.

the three months ended March 31, 2024, net cash used in financing activities was $396,057, compared to net cash used in financing

activities of $142,921 for the three months ended March 31, 2023.

Net cash used in financing activities for the three months

ended March 31, 2024 consisted of repayment of long-term debt of $396,057.

Net cash used in financing activities for the three

months ended March 31, 2023 consisted of proceeds from long-term debt of $383,202, and proceeds from a line of credit of $100,000, offset by the repayment of long-term debt of $626,123.

Sheet Arrangements

35 unchanged sentences

goodwill at least annually or more frequently, if impairment indicators arise.

Revenue Recognition

Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”.

36 unchanged sentences

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 2. Management’s Discussion and Analysis