Financial Statements (unaudited)
−Removed: STEVIA FIRST CORP.
−Removed: CONDENSED FINANCIAL STATEMENTS
−Removed: THREE AND SIX MONTHS ENDED SEPTEMBER 30 , 201 5 AND 2014
−Removed: CONDENSED UNAUDITED BALANCE SHEETS
−Removed: CONDENSED UNAUDITED STATEMENTS OF OPERATIONS
−Removed: CONDENSED UNAUDITED STATEMENTS OF STOCKHOLDERS’
−Removed: CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS
−Removed: NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
−Removed: STEVIA FIRST CORP
−Removed: CONDENSED BALANCE SHEETS
−Removed: September 30, 2015
−Removed: March 31, 2015
+Added: FINANCIAL STATEMENTS
+Added: CONSOLIDATED UNAUDITED BALANCE SHEETS AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
+Added: CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023
+Added: CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023
+Added: CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023
+Added: NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
+Added: BALANCE SHEETS
+Added: December 31, 2023
Current Assets
−Removed: Accounts receivable, net
+Added: Cash and cash equivalents
+Added: Accounts receivable
+Added: Contract assets
Prepaid expenses
−Removed: Liabilities and Stockholders’
+Added: Total current assets
+Added: Long-term Assets
+Added: Property and equipment, net of accumulated depreciation
+Added: Total long-term assets
+Added: Liabilities and Stockholders’ Equity
Current Liabilities
−Removed: Accounts payable and accrued liabilities
−Removed: Accounts payable - Related Party
−Removed: Derivative liability
+Added: Accounts payable
+Added: Line of credit
+Added: Current portion of long-term debt
+Added: Contract liabilities
+Added: Accrued expenses
+Added: Total current liabilities
+Added: Long-term Liabilities
+Added: Long-term debt, net of current portion
+Added: Total long-term debt
Total liabilities
−Removed: Stockholders' Deficit
+Added: Stockholders’ Equity
Common stock, par value $ 0.001 per share;
3 unchanged sentences
Accumulated deficit
−Removed: Total stockholders’
−Removed: Total liabilities and stockholders’
−Removed: The accompanying notes are an integral part of these condensed financial statements.
−Removed: STEVIA FIRST CORP
−Removed: CONDENSED STATEMENTS OF OPERATIONS
−Removed: Three Months Ended September 30,
−Removed: Six Months Ended September 30,
−Removed: Cost of goods sold
+Added: ( 48,295,639 )
+Added: ( 47,081,799 )
+Added: Total stockholders’ equity
+Added: Total Liabilities and Stockholders’ Equity
+Added: accompanying notes to the consolidated financial statements.
+Added: STATEMENTS OF OPERATIONS
+Added: Three Months Ended March 31,
+Added: Cost of services
Operating expenses:
General and administrative
−Removed: Rent and other related party costs
Research and development
1 unchanged sentence
Loss from operations
+Added: ( 1,056,687 )
Other income (expense):
−Removed: Change in fair value of derivative liability
−Removed: Cost to induce exercise of warrants
Interest expense
−Removed: Total other income (expense), net
−Removed: Net income (loss)
−Removed: Net income (loss) per common share
−Removed: Weighted average number of common shares outstanding
−Removed: The accompanying notes are an integral part of these condensed financial statements.
−Removed: STEVIA FIRST CORP
−Removed: CONDENSED STATEMENTS OF STOCKHOLDERS’
−Removed: Additional Paid-in-Capital
+Added: Total other income (expense)
+Added: $ ( 1,213,840 )
+Added: $ ( 226,860 )
+Added: Net loss per share – basic and diluted
+Added: Weighted average number of common shares outstanding – basic and diluted
+Added: accompanying notes to the consolidated financial statements.
+Added: STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: Number of shares
+Added: Paid-in Capital
Accumulated Deficit
−Removed: Balance- March 31, 2015
−Removed: Issuance of common stock and warrants, net of derivative liability
−Removed: Fair value of vested common stock issued to employees and director
−Removed: Fair value of common stock issued for services
−Removed: Fair value of vested stock options
−Removed: Fair value of vested warrants
−Removed: Balance- September 30, 2015 (unaudited)
−Removed: The accompanying notes are an integral part of these condensed financial statements.
−Removed: STEVIA FIRST CORP
−Removed: CONDENSED STATEMENTS OF CASH FLOWS
−Removed: Six Months Ended September 30,
−Removed: Operating activities
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash used in operating activities
+Added: Three Months Ended March 31, 2024 As
+Added: Restated, See Note 2
+Added: Accumulated Deficit
+Added: Balance as of December 31, 2023
+Added: $ ( 47,081,799 )
+Added: Stock based compensation
+Added: ( 1,213,840 )
+Added: ( 1,213,840 )
+Added: Balance as of March 31, 2024 (Unaudited)
+Added: $ ( 48,295,639 )
+Added: Three Months Ended March 31, 2023
+Added: Number of Shares
+Added: Accumulated Deficit
+Added: Balance as of December 31, 2022
+Added: $ ( 50,212,854 )
+Added: $ ( 50,212,854 )
+Added: Balance as of March 31, 2023 (Unaudited)
+Added: $ ( 50,439,714 )
+Added: $ ( 50,439,714 )
+Added: $ 2,712,583 )
+Added: accompanying notes to the consolidated financial statements.
+Added: STATEMENTS OF CASH FLOWS
+Added: Three Months Ended March 31,
+Added: Cash flows from operating activities:
+Added: $ ( 1,213,840 )
+Added: $ ( 226,860 )
+Added: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Fair value of vested stock options
−Removed: Fair value of vested common stock issued to employees and director
−Removed: Change in fair value of derivative liability
−Removed: Fair value of common stock issued for services
−Removed: Fair value of vested warrants
−Removed: Cost to induce exercise of warrants
Changes in operating assets and liabilities:
Accounts receivable
−Removed: Prepaid expenses
−Removed: Advance payment on related party lease
−Removed: Accounts payable and accrued liabilities
−Removed: Accounts payable - related party
−Removed: Net cash used in operating activities
−Removed: Investing activities
−Removed: Acquisition of cash upon acquisition
−Removed: Net cash provided by investing activities
−Removed: Financing activities
−Removed: Proceeds from exercise of warrants
−Removed: Proceeds from exercise of options
−Removed: Proceeds from sale of common stock, net
−Removed: Net cash provided by financing activities
−Removed: Net increase in cash
−Removed: Cash and cash equivalent - beginning of period
−Removed: Cash and cash equivalent - end of period
+Added: Contract assets
+Added: Prepaid expenses and other current assets
+Added: Accounts payable
+Added: ( 2,007,621 )
+Added: Contract liabilities
+Added: Accrued expenses
+Added: Net cash provided by (used in) operating activities
+Added: ( 1,113,045 )
+Added: Cash flows from investing activities:
+Added: Equipment purchases
+Added: Net cash used in investing activities
+Added: Cash flows from financing activities:
+Added: Proceeds from long-term debt
+Added: Repayment of long-term debt
+Added: Proceeds from line of credit
+Added: Net cash used in financing activities
+Added: Net decrease in cash and cash equivalents
+Added: ( 1,509,102 )
+Added: Cash and cash equivalents - beginning of period
+Added: Cash and cash equivalents - end of period
Supplemental disclosure of cash flow information:
Cash paid during the period for:
−Removed: Non-cash activities:
−Removed: Fair value of warrants issued with common stock recorded as derivative liability
−Removed: Acquisition of accounts receivable upon acquisition
−Removed: Issuance of unvested common stock to employee
−Removed: Extinguishment of derivative liability
−Removed: The accompanying notes are an integral part of these condensed financial statements.
−Removed: STEVIA FIRST CORP.
−Removed: NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2015
−Removed: BUSINESS AND BASIS OF OPERATIONS
−Removed: Stevia First Corp.
−Removed: (the “Company”, “we”, “us”
−Removed: or “our”) was incorporated under the laws of the State of Nevada on June 29, 2007.
−Removed: In February 2012, we substantially changed our management team, added other key personnel, and began leasing laboratory and office space and land in California and since then we have been pursuing our new business as an agricultural biotechnology company engaged primarily in developing novel methods and technologies for industrial production of stevia, using such methods and technologies to develop, obtain approval for and commercialize one or more stevia extract products, and exploring and commercializing additional research applications for such methods and technologies.
−Removed: Going Concern
−Removed: These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
−Removed: The Company has incurred losses and utilized cash in operations since inception resulting in stockholders’
−Removed: deficit of $ 2 31,388 as of September 30, 2015, and further losses are anticipated in the development of its business.
−Removed: These factors raise substantial doubt about the Company's ability to continue as a going concern.
−Removed: As a result, the Company’s independent registered public accounting firm, in their report on the Company’s March 31, 2015 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
−Removed: These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
−Removed: The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due.
−Removed: We estimate that we will have sufficient funds to operate the business for the 6 months after September 30, 2015.
−Removed: We will require additional financing to fund our planned long-term operations, including our commitment under our distribution and license agreements with Qualipride International (“Qualipride”) (See Note 8) .
−Removed: These estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period.
−Removed: In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect.
−Removed: We do not have any firm commitments for future capital.
−Removed: Significant additional financing will be required to fund our planned principal operations in the near term and in future periods, including research and development activities relating to stevia extract production, developing and seeking regulatory approval for any of our stevia product candidates, commercializing any product candidate for which we are able to obtain regulatory approval or certification, seeking to license or acquire new assets or businesses, and maintaining our intellectual property rights and pursuing rights to new technologies.
−Removed: We do not presently have, nor do we expect in the near future to have, sufficient or consistent revenue to fund our business from our operations, and will need to obtain significant funding from external sources.
−Removed: Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future.
−Removed: However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders’
−Removed: ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments.
−Removed: If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property that could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business.
−Removed: Further, these or other sources of capital may not be available on commercially reasonable or acceptable terms when needed, or at all.
−Removed: If we cannot raise the money that we need in order to continue to operate and develop our business, we will be forced to delay, scale back or eliminate some or all of our operations.
−Removed: If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment.
−Removed: Basis of Presentation of Unaudited Condensed Financial Information
−Removed: The unaudited condensed financial statements of the Company for the three and six months ended September 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
−Removed: GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”) .
−Removed: Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete audited financial statements.
−Removed: However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations.
−Removed: Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period.
−Removed: The balance sheet information as of March 31, 2015 was derived from the audited financial statements as of and for the year ended March 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2015.
−Removed: These financial statements should be read in conjunction with that report.
−Removed: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: Use of Estimates and Assumptions
−Removed: The preparation of financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.
−Removed: Actual results could differ from those estimates.
−Removed: The more significant estimates and assumptions by management include, among others, the fair value of equity instruments issued for services, and assumptions used in the valuation of our outstanding derivative liabilities.
−Removed: Accounts Receivable
−Removed: The Company evaluates the collectability of its trade accounts receivable based on a number of factors.
−Removed: In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected.
−Removed: In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.
−Removed: The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables.
−Removed: At September 30, 2015, and March 31, 2015, the allowance for doubtful accounts and returns and discounts was approximately $ 17,500 and $ 2,900 , respectively.
−Removed: Financial Assets and Liabilities Measured at Fair Value
−Removed: The Company accounts for the fair value of financial instruments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC) topic 820, “Fair Value Measurements and Disclosures”
−Removed: (ASC 820), formerly SFAS No.
−Removed: 157 “Fair Value Measurements”.
−Removed: ASC 820 defines “fair value”
−Removed: as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
−Removed: Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:
−Removed: Quoted prices in active markets for identical assets or liabilities.
−Removed: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
−Removed: Unobservable inputs based on the Company’s assumptions.
−Removed: The following table presents certain liabilities of the Company that are required to be measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2015 and March 31, 2015:
−Removed: September 30, 2015
−Removed: Fair value of Derivative Liability
+Added: accompanying notes to the consolidated financial statements.
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: MONTHS ENDED MARCH 31, 2024 AND 2023
+Added: BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+Added: (the “Company”, “we”, “us”, or “our”), was incorporated in the State of
+Added: Nevada on June 29, 2007.
+Added: founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business.
+Added: In 2011, the Company
+Added: changed its name to Stevia First Corp and pursued a new strategy focused on developing stevia-based additives for the food and beverage
+Added: In 2015, the Company changed its name to Vitality Biopharma, Inc.
+Added: and pursued a new strategy focused on developing cannabinoid-based
+Added: prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract.
+Added: October 2021, the Company changed its name to Malachite Innovations, Inc.
+Added: and formed two wholly-owned operating subsidiaries:
+Added: Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets;
+Added: and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”), which was formed to serve as a holding company for
+Added: the Company’s future impact investing businesses.
+Added: May 2022, Daedalus acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and
+Added: Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the
+Added: “Range Reclamation Entities”).
+Added: The Range Reclamation Entities provide land reclamation, water restoration and
+Added: environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning
+Added: land to pre-mining conditions or repurposing the land for natural, commercial, agricultural or recreational use.
+Added: Reclamation Entities’ water restoration services seek to improve the water quality in rivers, streams and discharges through
+Added: novel and innovative treatment applications to help customers meet their various regulatory standards and requirements.
+Added: Reclamation Entities also provide environmental consulting services to customers typically in connection with land reclamation and
+Added: water restoration projects and as an additional value-add service, sells water treatment chemicals manufactured by third parties to
+Added: its customers.
+Added: Range Natural also provides resource mining services for customers incidental to the reclamation and repurposing of
+Added: In December 2022, Daedalus was merged into the Company.
+Added: August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”),
+Added: an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia, as described
+Added: in more detail in Note 2.
+Added: December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments:
+Added: (i) Range Reclaim;
+Added: (ii) Range Water;
+Added: (iii) Range Security;
+Added: (iv) Range Land;
+Added: and (v) Drug Development.
+Added: January 2024, the Company added Range Minerals as its sixth operating business segment.
+Added: Range Minerals was previously reported within
+Added: the Range Reclaim operating business segment.
+Added: The Drug Development segment was also renamed Graphium Biosciences.
+Added: of Presentation
+Added: consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:
+Added: CLV Azurite Land LLC, Collins Building & Contracting, Inc., Graphium
+Added: Biosciences, Inc., Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range
+Added: Reclaim, LLC, Range Security, LLC, Range Security Resources, LLC, Range Water, LLC, Terra Preta, LLC, Aether Credit Ventures, Inc.
+Added: (dissolved in November 2023), Pristine Stream Ventures, Inc.
+Added: (dissolved in November 2023), NextGen AgriTech, Inc.
+Added: (dissolved in
+Added: November 2023), and Daedalus Ecosciences, Inc.
+Added: (merged into Range Impact, Inc.
+Added: in December 2022), and have been prepared in
+Added: accordance with accounting principles generally accepted in the United States of America.
+Added: Intercompany balances and transactions
+Added: have been eliminated in consolidation.
+Added: preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
+Added: management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
+Added: assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.
+Added: results could differ from those estimates.
+Added: combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method
+Added: requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition
+Added: Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill.
+Added: Any excess of
+Added: the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain.
+Added: Determining the
+Added: fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales
+Added: growth rates.
+Added: Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”.
+Added: The core principle of the ASC 606 revenue
+Added: standard is that a company should recognize revenue by analyzing the following five steps:
+Added: (1) identify the contract with the customer;
+Added: (2) identify the performance obligations in the contract;
+Added: (3) determine the transaction price;
+Added: (4) allocate the transaction price to
+Added: the performance obligations in the contract;
+Added: and (5) recognize revenue when (or as) each performance obligation is satisfied.
+Added: Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer
+Added: on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project.
+Added: The Company also invoices customers
+Added: and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project.
+Added: invoices for the sales of chemicals, stone and other products and recognizes revenue when the products are delivered to the
+Added: customer’s designated site or when control of these products is transferred to its customers, in an amount that reflects the
+Added: consideration the Company expects to be entitled to in exchange for those products.
+Added: Sales taxes and other taxes that the Company
+Added: collects concurrent with revenue producing activities are excluded from revenue.
+Added: Costs for equipment, labor and chemicals are
+Added: generally expensed as incurred since the projects are generally short-term and not subject to a contract.
+Added: The Company also invoices
+Added: customers for the provision of environmental security services at an agreed-upon hourly rate for each project.
+Added: All revenue is
+Added: recognized at a point in time.
+Added: Company recognizes revenue on reclamation contracts over time as performance obligations are satisfied due to the continuous transfer
+Added: of control to the customer.
+Added: The Company’s contracts are generally accounted for as a single performance obligation since the Company
+Added: is providing a significant service of integrating components into a single project.
+Added: The Company recognizes revenue using a cost-based
+Added: input method by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract
+Added: This percentage is applied to the contract price to determine the amount of revenue to recognize.
+Added: The Company believes
+Added: the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred
+Added: to the customer.
+Added: Contract Estimates
+Added: Due to the nature of the Company’s performance
+Added: obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment.
+Added: a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related
+Added: estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the
+Added: estimated cost at completion.
+Added: The Company recognizes adjustments in estimated profit
+Added: on contracts under the cumulative catch-up method.
+Added: Under this method, the impact of the adjustment on profit recorded to date is recognized
+Added: in the period the adjustment is identified.
+Added: Revenue and profit in future periods of contract performance is recognized using the adjusted
+Added: If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire
+Added: loss is recognized in the period it is identified.
+Added: Modifications
+Added: modifications can occur during the performance of the Company’s contracts.
+Added: Contracts may be modified to account for changes in contract
+Added: specifications or requirements.
+Added: In most instances, contract modifications are for goods or services that are not distinct, and, therefore,
+Added: are accounted for as part of the existing contract.
+Added: and Expense Recognition
+Added: costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related
+Added: to contract performance, such as indirect labor, tools and supplies.
+Added: Costs are recognized as incurred.
+Added: Company recognizes revenue from contracts for financial reporting purposes over time.
+Added: Progress toward completion of the Company’s
+Added: contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract.
+Added: This method is
+Added: used because management considers total cost to be the best available measure of progress on contracts.
+Added: Because of inherent uncertainties
+Added: in estimating costs, it is at least reasonably possible that the estimates used will change significantly over the course of the contract’s performance.
+Added: earned over time compared to a point in time is as follows for the quarters ended March 31, 2024 and 2023.
+Added: OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME
+Added: Quarter Ended
March 31, 2024
−Removed: Fair value of Derivative Liability
−Removed: The carrying value of cash, accounts receivable and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.
−Removed: It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
−Removed: Derivative Financial Instruments
−Removed: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
−Removed: For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
−Removed: For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton model to value the derivative instruments at inception and on subsequent valuation dates through the September 30, 2015 reporting date.
−Removed: The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
−Removed: Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
−Removed: The Company follows the asset and liability method of accounting for income taxes.
−Removed: Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).
−Removed: The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.
−Removed: Stock-Based Compensation
−Removed: The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs.
−Removed: The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values.
−Removed: The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's statements of operations.
−Removed: The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) the date at which the necessary performance to earn the equity instruments is
−Removed: Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures.
−Removed: Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.
−Removed: Basic and Diluted Loss Per Share
−Removed: The Company’s computation of earnings (loss) per share (EPS) includes basic and diluted EPS.
−Removed: Basic EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the weighted average number of common shares during the period.
−Removed: Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest.
−Removed: Diluted EPS reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company.
−Removed: In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period.
−Removed: As of September 30, 2015 potentially dilutive securities include options to acquire 8, 991,667 shares of common stock and warrants to acquire 25,027, 1 34 shares of common stock.
−Removed: At September 30, 2014 potentially dilutive securities include options to acquire 5,525,000 shares of common stock and warrants to acquire 12,127,129 shares of common stock.
−Removed: The basic and fully diluted shares for the three and six months ended September 30, 201 5 and September 30, 2014 are the same because the inclusion of the potential shares would have had an anti-dilutive effect and there were no instruments that would result in issuance of additional shares using the treasury stock method .
−Removed: Research and Development
−Removed: Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company's treatments and product candidates.
−Removed: Research and development costs are expensed as incurred over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate.
−Removed: The Company reviews the status of its research and development contracts on a quarterly basis.
−Removed: Recent Accounting Pronouncements
−Removed: In November 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-16 (ASU 2014-16), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.
−Removed: The amendments in this ASU do not change the current criteria in U.S.
−Removed: GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.
−Removed: The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract.
−Removed: The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 .
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of adopting ASU 2014-16 on the Company's results of operations or financial condition.
−Removed: In August 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements.
−Removed: The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.
−Removed: An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.
−Removed: ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.
−Removed: The Company is currently evaluating the impact of adopting ASU 2014-15 on the Company's results of operations or financial condition.
−Removed: In May 2014, FASB issued Accounting Standards Update No.
−Removed: 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers .
−Removed: ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S.
−Removed: GAAP and replace it with a principles-based approach for determining revenue recognition.
−Removed: ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.
−Removed: ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
−Removed: ASU 2014-09 is effective for reporting periods beginning after December 15, 2017.
−Removed: Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.
−Removed: Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on the Company’s ongoing financial reporting.
−Removed: In April 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-08 (“ASU 2014-08”), “
−Removed: Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360).
−Removed: ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations.
−Removed: Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations.
−Removed: This new accounting guidance is effective for annual periods beginning after December 15, 2014.
−Removed: The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.
−Removed: Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
−Removed: DERIVATIVE LIABILITY
−Removed: In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock.
−Removed: Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments.
−Removed: The warrants issued to purchasers and placement agent in June 2013 and September 2014, and the warrants issued to investors in May 2015, do not have fixed settlement provisions because their exercise prices will be lowered if the Company issues securities at lower prices in the future or have other variable provisions.
−Removed: The Company was required to include the reset provisions in order to protect the holders of the warrants from the potential dilution associated with future financings, and a fundamental transaction provision, which require a revaluation of the liabilities.
−Removed: In accordance with the FASB authoritative guidance, the warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.
−Removed: As of March 31, 2015, at applicable date of issuance and September 30, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions:
+Added: Quarter Ended
March 31, 2023
−Removed: Upon Issuance
−Removed: September 30, 2015
−Removed: Exercise Price
−Removed: Risk-free interest rate
−Removed: Expected volatility
+Added: Earned over time
+Added: Point in time
+Added: Total revenue
+Added: costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance,
+Added: such as indirect labor, tools and supplies.
+Added: For construction contracts, costs are generally recognized as incurred.
+Added: Under certain circumstances,
+Added: costs incurred in the period related to future activity on contracts may be capitalized.
+Added: incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition.
+Added: Excluded costs include both uninstalled materials and abnormal costs.
+Added: Abnormal costs comprise wasted materials, wasted or rework labor
+Added: and other resources to fulfill a contract that were not reflected in the price of the contract.
+Added: A limited allowance for material overages
+Added: and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price).
+Added: and Cash Equivalents
+Added: Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash
+Added: From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance
+Added: The Company has never suffered a loss due to such excess balances.
+Added: Included as a component of accounts receivable are contract receivables
+Added: that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance
+Added: obligations under reclamation contracts with customers.
+Added: Billed contract receivables have been invoiced to customers based on contracted
+Added: Contract receivables were $ 504,050 at March 31, 2024 and $ 2,100,255 as of December 31, 2023.
+Added: accounts receivable are stated at the amount management expects to collect from the balances outstanding as of March 31, 2024 or December
+Added: 31, 2023 in the consolidated balance sheets.
+Added: Based on management’s assessment, it has concluded that losses on balances outstanding
+Added: as of those dates will be immaterial and therefore, no allowances were recorded for the three months ended March 31, 2024 or the three
+Added: months ended March 31, 2023.
+Added: Accounts receivable, including contract receivables, were $ 6,003,777 and $ 7,185,411 at March 31, 2024 and December 31, 2023, respectively.
+Added: 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
+Added: no allowance for doubtful accounts as of March 31, 2024 or December 31, 2023.
+Added: practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules.
+Added: Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method.
+Added: Contract assets include
+Added: unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition
+Added: is utilized, and revenue recognition exceeds the amount billed to the customer.
+Added: The Company’s contract assets are reported on a
+Added: contract-by-contract basis at the end of each reporting period.
+Added: The Company classifies contract assets as current or noncurrent based
+Added: on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date.
+Added: of contract assets arising from reclamation contracts in process as of March 31, 2024 and December 31, 2023 are as follows:
+Added: OF CONTRACT ASSETS
+Added: March 31, 2024
+Added: Costs incurred on contracts in progress
+Added: Estimated earnings
+Added: Revenue earned on contracts in progress
+Added: Billings to date
( 1,215,558 )
−Removed: Expected life (in years)
−Removed: 2.5 - 4.5 years
−Removed: 0.75 - 5.0 years
−Removed: 0.36 - 4.7 years
−Removed: Expected dividend yield
−Removed: The risk-free interest rate was based on rates established by the Federal Reserve Bank.
−Removed: The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock.
−Removed: The expected life of the warrants was determined by the expiration dates of the warrants.
−Removed: The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.
−Removed: As of March 31, 2015, the Company’s derivative liabilities had a balance of $ 1,406,596 .
−Removed: In May 2015, we recognized additional derivative liabilities of $ 1,694,651 related to the warrants issued in conjunction with the sale of the Company’s common stock (described in Note 4).
−Removed: For the six months ended September 30, 2015, the Company recorded a reduction in fair value of the derivative liability of $ 2,312,755 .
−Removed: As of September 30, 2015, the aggregate fair value of the derivative liabilities was $ 788,492 .
−Removed: Equity Financing
−Removed: In May 20 15, the Company entered into a Securities Purchase A greement with seven purchasers for the sale of an of aggregate of 5,000,002 shares of the Company’s common stock (collectively, the “Shares”) , and warrants to purchase an aggregate of 12,500,005 shares of the Company’s common stock for total gross proceeds of $ 1,500,000 , or a sales price of $ 0.30 per share (the “Offering”).
−Removed: The Offering closed on May 11, 2015.
−Removed: The Company incurred $ 208,426 direct costs, fees and expenses in connection with the Offering, resulting in net cash proceeds to the Company of $ 1,291,574 .
−Removed: The warrants to purchase an aggregate of 12,500,005 issued to the purchasers in the Offering were issued in three tranches:
−Removed: Series A Warrants to purchase up to an aggregate of 5,000,002 shares of the Company’s common stock, with exercise price of $ 0.45 per share, and a term of 5 years;
−Removed: Series B Warrants to purchase up to an aggregate of 5,000,002 shares of the Company’s common stock, with exercise price of $ 0.35 per share, and a term of 9 months;
−Removed: and Series C Warrants to purchase up to an aggregate of 2,500,001 shares of the Company’s common stock , with exercise price of $ 0.40 per share, and a term of 1 year;
−Removed: all of which are exercisable immediately (the Series A Warrants, the Series B Warrants and the Series C Warrants , collectively, the “Warrants”).
−Removed: The Company also issued warrants to purchase up to 400,000 shares of the Company’s common stock (the “Placement Agent Warrants”) to H.C.
−Removed: Wainwright & Co., LLC as placement agent to the Offering.
−Removed: The Placement Agent Warrants have an exercise price of $ 0.375 per share , a term of 5 years, and are exercisable immediately.
−Removed: The exercise price of the Series A Warrants granted to the purchasers of the Offering includes an anti-dilution provision that allows for the automatic reset of the exercise price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants, provided that the exercise price shall not be reduced to less than $ 0.20 per share.
−Removed: Additionally, all of the Warrants granted to the purchasers of the Offering and the Placement
−Removed: Agent Warrants are subject to provision for certain fundamental transactions.
−Removed: The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock”
−Removed: and determined that the exercise prices of the Warrants and the Placement Agent Warrants were not fixed amounts because they are subject to fluctuation based on the occurrence of future offerings or events, and certain fundamental transactions.
−Removed: As a result, the Company determined that the Warrants and the Placement Agent Warrants are not considered indexed to the Company’s own stock and characterized the initial fair value of these warrants as derivative liabilities upon issuance.
−Removed: The Company determined the aggregate initial fair value of the Warrants and the Placement Agent Warrants in the Offering to be $ 1,694,651 at issuance valued using a probability weighted average Black-Scholes-Merton pricing model.
−Removed: For financial statement purposes, the amount of the derivative liability created from the issuance of the Warrants and the Placement Agent Warrants of $1,694,651 has been offset to the net cash proceeds received of $1,291,574, resulting in a net reduction of additional paid-in capital of $ 408,077 from the sale of the Shares of common stock and Warrants.
−Removed: Common stock issued to employees for services with vesting terms
−Removed: The Company has issued shares of common stock to employees and directors that vest over time.
−Removed: These shares of common stock were valued based upon the market price of the Company’s common stock at the dates of grant and determined the aggregate fair values to be of approximately $ 683,000 .
−Removed: The allocable portion of the aggregate fair values of these shares of commo n stock that vested during the six months ended September 30, 2015 and 2014 amounted to $ 9 3,468 and $ 203,680 , respectively, and were recognized as expense in the accompanying statements of operations during the periods then ended.
−Removed: As of September 30, 2015, approximately $ 170 ,000 of these awards remains unvested and will be amortized as compensation costs in future years.
−Removed: Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board.
−Removed: In the event a recipient’s employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement.
−Removed: The following table summarizes restricted common stock activity:
−Removed: Number of Shares
−Removed: Non-vested shares, March 31, 2015
−Removed: Non-vested shares, September 30, 2015
−Removed: Common stock issued to consultants for services
−Removed: In May 2015, pursuant to the terms of certain consulting agreement, the Company issued an aggregate of 325,000 shares of the Company’s common stock to two consultants as payment for services and recorded an expense of $ 115,000 based on the fair value of the Company’s common stock at the issuance dates.
−Removed: In July 2015, we issued a total of 310,000 shares of our common stock to two consultants in exchange for services and recorded an expense of $ 61,000 .
−Removed: These shares were issued outside of the 2012 Stock Incentive Plan.
+Added: Total contract assets
+Added: March 31, 2024
+Added: December 31, 2023
+Added: Costs and estimated earnings in excess of billings on contracts in progress
+Added: Billings in excess of costs and estimated earnings on contracts in progress
+Added: Net contract assets
+Added: and equipment is carried at cost.
+Added: Expenditures for maintenance and repairs are charged to cost of services.
+Added: Additions and betterments
+Added: are capitalized.
+Added: The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts
+Added: and any gain or loss is reflected in the current year’s earnings.
+Added: OF PROPERTY AND EQUIPMENT
+Added: March 31, 2024
+Added: December 31, 2023
+Added: Property and equipment, gross
+Added: Accumulated depreciation
+Added: ( 2,935,759 )
+Added: ( 2,297,324 )
+Added: Net book value
+Added: Depreciation expense
+Added: Company provides for depreciation of its buildings, property and equipment using the straight-line method for both financial
+Added: reporting and federal income tax purposes over the estimated six -year
+Added: useful lives of the assets.
+Added: Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining
+Added: lives can be recovered through projected future cash flows generated by the assets.
+Added: There were no assets identified for impairment.
+Added: is carried at cost.
+Added: The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered
+Added: through projected future cash flows generated by the land.
+Added: No land was identified for impairment.
+Added: costs are classified as cost of sales.
+Added: 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
+Added: (i.e., a likelihood greater than 50%) that the reporting unit is impaired.
+Added: During interim periods, ASC 350 requires companies to focus on those events and circumstances
+Added: that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative
+Added: impairment test is required.
+Added: The Company performed its quarterly impairment test
+Added: for goodwill on March 31, 2024.
+Added: The Company first assessed certain qualitative factors to determine whether it is more likely than not
+Added: that the fair value of the reporting unit is less than its carrying amount, and whether it is therefore necessary to
+Added: perform the quantitative impairment test.
+Added: The qualitative analysis indicated that a quantitative impairment test was not necessary .
+Added: Company follows the asset and liability method of accounting for income taxes.
+Added: Under this method, deferred income tax assets and liabilities
+Added: are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their
+Added: respective income tax basis (temporary differences).
+Added: The effect on deferred income tax assets and liabilities of a change in tax rates
+Added: is recognized as income (loss) in the period that includes the enactment date.
+Added: Company determines whether a contract is, or contains, a lease at inception.
+Added: Right-of-use assets represent the Company’s right
+Added: to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments
+Added: arising from the lease.
+Added: Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present
+Added: value of unpaid lease payments over the lease term.
+Added: The Company uses its incremental borrowing rate based on the information available
+Added: at lease commencement in determining the present value of unpaid lease payments.
+Added: As of March 31, 2024, the Company had no material lease
+Added: commitments for longer than one year.
+Added: Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions
+Added: for services.
+Added: The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value
+Added: of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the
+Added: vesting period.
+Added: Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash
+Added: for the services.
+Added: The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations
+Added: with classification depending on the nature of the services rendered.
+Added: fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain
+Added: assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future
+Added: Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based
+Added: on actual experience.
+Added: The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense
+Added: recorded in future periods.
+Added: and Diluted Income (Loss) Per Share
+Added: income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number
+Added: of outstanding common shares during the period.
+Added: Shares of restricted stock are included in the basic weighted average number of common
+Added: shares outstanding from the time they vest.
+Added: Diluted income (loss) per share is computed by dividing net income (loss) applicable to common
+Added: stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have
+Added: been outstanding if all dilutive potential common shares had been issued.
+Added: Diluted income (loss) per share excludes all potential common
+Added: shares if their effect is anti-dilutive.
+Added: The following potentially dilutive shares were excluded from the shares used to calculate diluted
+Added: earnings per share as their inclusion would be anti-dilutive:
+Added: OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
+Added: March 31, 2024
+Added: December 31, 2023
+Added: Anti-dilutive loss per share
+Added: and Patent Application Costs
+Added: the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from
+Added: the patents is uncertain.
+Added: Accordingly, patent costs are expensed as incurred.
+Added: and Development
+Added: and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses
+Added: relating to the acquisition, design, development and testing of the Company’s treatments and product candidates.
+Added: Research and development
+Added: costs are expensed as incurred.
+Added: Value of Financial Instruments
+Added: ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments.
+Added: instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt.
+Added: The carrying amounts
+Added: reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
+Added: of March 31, 2024, the Company has six
+Added: operating business segments:
+Added: (i) Range Reclaim;
+Added: (ii) Range Minerals;
+Added: (iii) Range Water;
+Added: (iv) Range Security;
+Added: (v) Range Land’
+Added: and (vi) Graphium Biosciences.
+Added: Previously, beginning in October 2021, the Company began operating under two segments:
+Added: Development segment, which reports the operating results of the Company’s broad portfolio of glycosylated cannabinoid prodrugs
+Added: operating under the name Graphium Biosciences, and (B) the Range Reclaim segment, which provides land reclamation, water restoration and incidental mining to mining and
+Added: non-mining customers throughout Appalachia.
+Added: The Range Water, Range Security and Range Land business segments began operations in
+Added: Beginning in January 2024, Range Minerals, which was previously reported within the Range Reclaim operating business segment,
+Added: 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.
+Added: accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been
+Added: identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance
+Added: for the entire Company.
+Added: Existing guidance, which is based on a management approach to segment reporting, establishes requirements to
+Added: report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers,
+Added: and the countries in which the entity holds material assets and reports revenue.
+Added: All material operating units qualify for aggregation
+Added: under “Segment Reporting” due to their similar customer base and similarities in:
+Added: economic characteristics;
+Added: nature of products
+Added: and services;
+Added: and procurement, manufacturing, and distribution processes.
+Added: Accounting Pronouncements
+Added: November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.”
+Added: This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant
+Added: segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s)
+Added: of segment profit or loss.
+Added: In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of
+Added: segment profit or loss, including qualitative information describing the composition, nature and type of each item.
+Added: The ASU also expands
+Added: disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment
+Added: performance and allocate resources, and the method used to allocate overhead for significant segment expenses.
+Added: All current required annual
+Added: segment reporting disclosures under Topic 280 are now effective for interim periods.
+Added: The ASU is effective for fiscal years beginning
+Added: after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: Company is evaluating the impact of adopting this ASU.
+Added: December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures.” This ASU
+Added: enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning
+Added: and operational opportunities affect its tax rate and prospects for future cash flows.
+Added: This ASU requires additional disclosures to the
+Added: annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative
+Added: Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign
+Added: jurisdictions.
+Added: This ASU is effective for fiscal years and interim periods beginning after December 15, 2024.
+Added: The Company is evaluating
+Added: the impact of adopting this ASU.
+Added: RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS
+Added: Company concluded it should restate its previously issued financial statements to include an expense that was inadvertently posted to
+Added: the improper period of April 2024 instead of the proper period of March 2024.
+Added: accordance with SEC Staff Accounting Bulletin No.
+Added: 99, “Materiality,” the Company evaluated the corrections and has determined
+Added: that the related impact was material to the previously filed financial statement that contained the error, and the Company’s Form
+Added: 10-Q for the quarterly period ended March 31, 2024 (the “Affected Quarterly Period”).
+Added: Therefore, the Company, in
+Added: consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present the additional expense
+Added: related to the three-month period ended March 31, 2024.
+Added: The previously presented Affected Quarterly Period should no longer be relied
+Added: impact of the restatement on the financial statements for the Affected Quarterly Period is presented below.
+Added: table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s
+Added: previously reported unaudited balance sheet as of March 31, 2024:
+Added: OF RESTATEMENT ON THE FINANCIAL STATEMENTS
+Added: As Previously Reported
+Added: As of March 31, 2024
+Added: As Previously Reported
+Added: Liabilities and Stockholders’ Equity
+Added: Current Liabilities
+Added: Accounts payable
+Added: Line of credit
+Added: Current portion of long-term debt
+Added: Contract liabilities
+Added: Accrued expenses
+Added: Total current liabilities
+Added: Long-term Liabilities
+Added: Long-term debt, net of current portion
+Added: Total long-term debt
+Added: Total liabilities
+Added: Stockholders’ Equity
+Added: Common stock, par value $ 0.001 per share;
+Added: 1,000,000,000 shares authorized;
+Added: 101,023,485 and 101,023,485 shares issued and outstanding, respectively
+Added: Additional paid-in-capital
+Added: Accumulated deficit
+Added: ( 47,832,948 )
+Added: ( 48,295,639 )
+Added: Total stockholders’ equity
+Added: Total Liabilities and Stockholders’ Equity
+Added: table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s
+Added: previously reported unaudited consolidated statement of operations for the three-month period ended March 31, 2024:
+Added: As Previously Reported
+Added: Three Months Ended March 31, 2024
+Added: As Previously Reported
+Added: Cost of services
+Added: Operating expenses:
+Added: General and administrative
+Added: Research and development
+Added: Total operating expenses
+Added: Loss from operations
+Added: ( 1,056,687 )
+Added: Other income (expense):
+Added: Interest expense
+Added: Total other income (expense)
+Added: $ ( 751,149 )
+Added: $ ( 1,213,840 )
+Added: Net loss per share – basic and diluted
+Added: table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s
+Added: previously reported unaudited statement of cash flows for the three-month period ended March 31, 2024:
+Added: As Previously Reported
+Added: Three Months Ended March 31, 2024
+Added: As Previously Reported
+Added: Cash flows from operating activities:
+Added: $ ( 751,149 )
+Added: $ ( 1,213,840 )
+Added: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Fair value of vested stock options
+Added: Changes in operating assets and liabilities:
+Added: Accounts receivable
+Added: Contract assets
+Added: Prepaid expenses and other current assets
+Added: Accounts payable
+Added: ( 2,007,621 )
+Added: ( 2,007,621 )
+Added: Contract liabilities
+Added: Accrued expenses
+Added: Net cash provided by (used in) operating activities
+Added: ( 1,113,045 )
+Added: ( 1,113,045 )
+Added: Cash flows from investing activities:
+Added: Equipment purchases
+Added: Net cash used in investing activities
+Added: Cash flows from financing activities:
+Added: Net cash used in financing activities
+Added: Net decrease in cash and cash equivalents
+Added: ( 1,509,102 )
+Added: ( 1,509,102 )
+Added: Cash and cash equivalents - beginning of period
+Added: Cash and cash equivalents - end of period
+Added: ACQUISITION OF COLLINS BUILDING & CONTRACTING
+Added: August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc.
+Added: Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in
+Added: 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
+Added: interest at 7.0% per annum (the “First Promissory Note”), and (c) a two-year secured promissory note in the principal amount
+Added: of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”).
+Added: The First Promissory Note is secured by
+Added: the acquired real property and quarry infrastructure, and the Second Promissory Note is secured by the acquired equipment.
+Added: Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”.
+Added: has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed.
+Added: The fair values of the assets
+Added: acquired are set forth below.
+Added: Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 .
+Added: The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment
+Added: OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE
+Added: Fair value of assets acquired:
+Added: Total assets acquired
+Added: Gain on bargain purchase price
+Added: ( 1,875,150 )
+Added: Purchase price
+Added: Cash consideration
+Added: Long-term notes issued to the seller
+Added: Total purchase price
+Added: Acquisition transaction costs incurred
+Added: Building contributed revenues of $ 0
+Added: and net loss of $ 270,755
+Added: to the Company’s consolidated revenues and net loss for the three months ended March 31, 2024.
+Added: The net loss is a result of
+Added: depreciation on the equipment and buildings acquired in the transaction.
+Added: Collins Building did not contribute any revenue or net
+Added: income to the Company’s consolidated revenues and net income for the three months ended March 31, 2023.
+Added: is $ 751,421 at March 31, 2024 and at December 31, 2023.
+Added: The goodwill as of both dates represents the value of the Range Reclamation Entities’
+Added: employee relations.
+Added: Goodwill by reportable segment is as follows:
+Added: SCHEDULE OF GOODWILL
+Added: March 31, 2024
+Added: December 31, 2023
+Added: Environmental Services:
+Added: Beginning Balance
+Added: Ending Balance
STOCK OPTIONS
−Removed: Pursuant to the terms of the 2012 Stock Incentive Plan, the exercise price for all equity awards issued under the 2012 Stock Incentive Plan is based on the market price per share of the Company’s common stock on the date of grant of the applicable award.
−Removed: A summary of the Company’s stock option activity for the six months ended September 30, 2015 is presented below:
−Removed: Weighted Average Exercise Price
−Removed: Balance at March 31, 2015
−Removed: Balance outstanding at September 30, 2015
−Removed: Balance exercisable at September 30, 2015
−Removed: At September 30, 2015, options to purchase common shares were outstanding as follows:
+Added: options issued during the three months ended March 31, 2024 and the three months ended March 31, 2023
+Added: stock options were granted to directors, advisors, and employees during the three months ended March 31, 2024 or the three months ended
+Added: March 31, 2023.
+Added: the three months ended March 31, 2024, the Company recorded $ 4,490
+Added: in stock-based compensation expense.
+Added: For the three months ended March 31, 2023, the Company recorded no stock-based
+Added: compensation expense related to vested stock options.
+Added: At March 31, 2024, there was $ 17,960
+Added: of unamortized cost of the outstanding stock-based awards.
+Added: summary of the Company’s stock option activity during the three months ended March 31, 2024 is as follows:
+Added: OF STOCK OPTION ACTIVITY
+Added: Exercise Price
+Added: Balance outstanding at December 31, 2023
+Added: Balance outstanding at March 31, 2024
+Added: Balance exercisable at March 31, 2024
+Added: March 31, 2024, the 11,385,877 outstanding stock options had $ 1,133,480 of intrinsic value.
+Added: summary of the Company’s stock options outstanding as of March 31, 2024 is as follows:
+Added: OF STOCK OPTION OUTSTANDING
Number of Options
1 unchanged sentence
Weighted Average Grant- Date Stock Price
−Removed: Options Outstanding, September 30, 2015
−Removed: Options Exercisable, September 30, 2015
−Removed: During the six months ended September 30, 2015, the Company granted to employees options to purchase an aggregate of 1,375,000 shares of the Company’s common stock that expire ten years from the date of grant and have vesting periods ranging from 0 months to 36 months.
−Removed: The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model based on the following assumptions:
−Removed: (i) volatility rate of 7 6.26 %, (ii) discount rate of 2.19 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years, which is the average of the term of the options and their vesting periods.
−Removed: The total fair value of the option grants to employees at their grant dates was approximately $ 233,000 .
−Removed: During the six months ended September 30, 2015, the Company also granted to four consultants options to purchase an aggregate of 1,300,000 shares of the Company’s common stock that expire three years from date of grant and vested upon grant.
−Removed: The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions:
−Removed: (i) volatility rate of 109.32 %, (ii) discount rate of 1.01 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years.
−Removed: The total fair value of the option grants to the consultants at their grant dates was approximately $ 127,000 .
−Removed: During the six months ended September 30, 2015 and 2014, we expensed total stock-based compensation related to vesting stock options of $ 149,556 and $ 121,721 , respectively, and the remaining unamortized cost of the outstanding stock options at September 30, 2015 was approximately $ 300,000 .
−Removed: This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years and will be adjusted for subsequent changes in estimated forfeitures.
−Removed: Future option grants will increase the amount of compensation expense that will be recorded.
−Removed: The intrinsic values of all outstanding and exercisable stock options at September 30, 2015 were $ 0 and $ 0 , respectively, and $320,500 and $318,500 , respectively, at September 30, 2014.
−Removed: At September 30, 2015, warrants to purchase common shares were outstanding as follows:
+Added: Options Outstanding, March 31, 2024
+Added: $ 1.50 - 1.95
+Added: $ 1.50 - 1.95
+Added: $ 2.00 - 2.79
+Added: $ 2.00 - 2.79
+Added: $ 3.10 - 3.80
+Added: $ 3.10 - 3.80
+Added: $ 4.00 - 4.20
+Added: $ 4.00 - 4.20
+Added: summary of the Company’s stock options outstanding and exercisable as of March 31, 2024 is as follows:
+Added: OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE
+Added: Number of Options
Weighted Average Exercise Price
−Removed: Balance at March 31, 2015
−Removed: Balance outstanding and exercisable at September 30, 2015
−Removed: Warrants issued in equity financing
−Removed: In May 2015, the Company granted 5,000,002 Series A warrants, 5,000,002 Series B warrants and 2,500,001 Series C warrants in connection with an offering of the Company’s common stock for cash.
−Removed: Each Series A Warrant has an exercise price of $ 0.45 per share, was immediately exercisable, and expires on the five year anniversary of the date of issuance.
−Removed: Each Series B Warrant has an exercise price of $ 0.35 per share, was immediately exercisable, and will expire on the nine month anniversary of the date of issuance.
−Removed: Each Series C Warrant has an exercise price of $ 0.40 per share, was immediately exercisable, and will expire on the one year anniversary of the date of issuance.
−Removed: T he Company also issued Placement Agent Warrants to purchase up to 400,000 shares of the Company’s common stock to H.C.
−Removed: The Placement Agent Warrants have an exercise price of $ 0.375 per share, a term of 5 years, and are exercisable immediately.
−Removed: The exercise price of the Series A Warrants granted to the purchasers of the Offering includes an anti-dilution provision that allows for the automatic reset of the exercise price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants, provided that the exercise price shall not be reduced to less than $0.20 per share.
−Removed: Additionally, all of the Warrants granted to the purchasers of the Offering and to the placement agent are subject to provision for certain fundamental transactions.
−Removed: In consideration of applicable guidance, the Company has determined that none of the warrants are considered indexed to the Company’s own stock, since the exercise prices of the warrants are subject to fluctuation based on the occurrence of future offerings or events and are not a fixed amount, and therefore characterizes the fair value of these warrants as derivative liabilities (See Note 3).
−Removed: Warrants issued to employees
−Removed: On August 25, 2014, we entered into employment agreements with two new employees, pursuant to which, these employees became entitled to receive warrants to purchase an aggregate of 4,400,000 shares of the Company’s common stock as discussed in Note 8 .
−Removed: These warrants have an exercise price of $ 0.30 , and a term of ten years from issue date.
−Removed: Vesting terms of these warrants are as follows:
−Removed: (i) warrants to purchase 800,000 shares of common stock vested immediately at their grant date with a fair value of $201,680 , which w as recorded as an expense during the year ended March 31, 2015, (ii) warrants to purchase 2,000,000 shares of common stock have vesting terms ranging
−Removed: from one year to three years with a fair value of $504,204 upon grant date , which is being amortized over their vesting terms, of which $112,045 were recorded as an expense during the six months ended September 30, 2015, and (iii) warrants to purchase 1,600,000 shares of common stock vest upon achievement of certain milestones under the distribution agreement (See Note 8).
−Removed: T he remaining unamortized cost of the outstanding warrants at September 30, 2015 was approximately $ 1 61,000 .
−Removed: The aggregate intrinsic value of all of the outstanding and exercisable warrants at September 30, 2015 and 2014 was approximately $0 and $ 104,000 , respectively.
−Removed: RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS
−Removed: Related party lease obligations
−Removed: On April 23, 2012, the Company entered into a lease agreement (the “Carlson Lease”) with One World Ranches, LLC (“One World Ranches”), which is jointly-owned by Dr.
−Removed: Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company has agreed to lease from One World Ranches certain office and laboratory space located at 5225 Carlson Road, Yuba City, California.
−Removed: The Carlson Lease began on May 1, 2012 and expires on May 1, 2017 , and the Company’s rent payments thereunder are $ 2,300 per month.
−Removed: The Company has paid $ 1,500 as a refundable security deposit under the Carlson Lease.
−Removed: On August 18, 2012, the Company entered into a lease agreement (the “Sacramento Lease”) with Sacramento Valley Real Estate, which is jointly-owned by Dr.
−Removed: Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company has agreed to lease an apartment located at 33-800 Clark Avenue, Yuba City, California.
−Removed: The Company uses this apartment as an alternative to renting hotel rooms for management use since several of our managers are not resident in Yuba City.
−Removed: The month to month lease began on August 20, 2012 and the Company’s rent payment is $ 1,000 per month.
−Removed: On August 22, 2012, the Company paid $ 1,000 as a refundable security deposit under the Sacramento Lease.
−Removed: Aggregate payments under the above leases for the six months ended September 30, 2015 and 2014 were $ 15,8 00 and $ 30,950 , respectively.
−Removed: DISTRIBUTION AND LICENSE AGREEMENTS
−Removed: On August 25, 2014, as amended on August 12, 2015, we entered into a distribution agreement with Qualipride International (“Qualipride”), a stevia supplier located and organized in the People’s Republic of China, under which we became the exclusive worldwide distributor of Qualipride’s stevia products and acquired Qualipride’s customer list.
−Removed: Pursuant to the distribution agreement, Qualipride will supply products to the Company at its cost, plus up to 2 % for handling costs and up to a 5 % sales commission.
−Removed: We are obligated to hire and train sales personnel or appoint representatives to introduce, promote, market and sell Qualipride’s products worldwide.
−Removed: In addition, we must file a “generally recognized as safe”
−Removed: notice with the U.S.
−Removed: Food and Drug Administration for one or more of Qualipride’s stevia products prior to August 14, 2016.
−Removed: The Company will account for such costs as such sales are made, or such other direct costs are incurred.
−Removed: Concurrently, we also entered into a license agreement with Qualipride, Mr.
−Removed: Dong Yuejin and Mr.
−Removed: Guo Yuxiao, in which we obtained an exclusive license outside China to use Qualipride’s proprietary methods and designs for stevia extraction and purification facilities.
−Removed: Pursuant to the license agreement, as amended on August 12, 2015, we must obtain financing of at least $ 2.55 million prior to August 14, 2016 or the license granted to us will terminate, which funds we intend would be used to build a stevia extraction and purification facility in California.
−Removed: The license agreement also requires us to make payments to Qualipride of up to $ 700,000 upon securing required financing and achievement of certain other milestones, in addition to royalty payments of between $ 1.00 and $ 2.00 for each kilogram of certain specified stevia extracts produced at a California stevia production facility that is designed using the methods subject to the license grant.
−Removed: The Company will account for the costs of such license and obligation once such financing has been received.
−Removed: During the six months ended September 30, 2015, the Company did not receive any financing pursuant to the terms of the license agreement.
−Removed: Concurrently with such arrangements, we also entered into employment agreements with Mr.
−Removed: Under the employment agreements, in addition to their base salaries, Mr.
−Removed: Guo are entitled to receive an aggregate of 2,400,000 restricted shares of our common stock and warrants to purchase up to an aggregate of 4,400,000 shares of our common stock.
−Removed: An aggregate of 400,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 800,000 shares of our common stock vested immediately upon issuance with an aggregate fair value of $321,680, which was recorded as an expense during the year ended March 31, 2015 .
−Removed: An aggregate of 1,000,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 2,000,000 shares of our common stock have vesting terms ranging from one to three years (see Note 4 for a discussion of the vesting of the common stock and Note 6 for a discussion of the vesting of the warrants).
−Removed: An aggregate of 1,000,000 shares of our restricted common stock will be issued and warrants to purchase up to an aggregate of 1,600,000 shares of our common stock will vest once we achieve certain milestones, including reaching more than $5 million in annual revenue and the planned California stevia extraction and purification facility becoming operational and meeting certain technical performance specifications .
−Removed: The Company will account for the costs of the 1,000,000 shares of common stock and warrants to purchase up to an aggregate of 1,600,000 shares of common stock, at the time their issuance becomes probable.
+Added: Weighted Average Grant- Date Stock Price
+Added: Options Outstanding and Exercisable, March 31, 2024
+Added: $ 1.50 - 1.95
+Added: $ 1.50 - 1.95
+Added: $ 2.00 - 2.79
+Added: $ 2.00 - 2.79
+Added: $ 3.10 - 3.80
+Added: $ 3.10 - 3.80
+Added: $ 4.00 - 4.20
+Added: $ 4.00 - 4.20
+Added: summary of warrants to purchase common stock issued during the three months ended March 31, 2024 is as follows:
+Added: OF WARRANTS ACTIVITY
+Added: Exercise Price
+Added: Balance outstanding and exercisable at December 31, 2023
+Added: Balance outstanding and exercisable at March 31, 2024
+Added: March 31, 2024, the 3,313,335
+Added: outstanding stock warrants had $ 30,000
+Added: of intrinsic value.
+Added: NOTES PAYABLE
+Added: Company had no notes payable outstanding as of March 31, 2024, or December 31, 2023.
+Added: LINE OF CREDIT
+Added: November 2022, the Company secured a line of credit with a bank with a limit of $ 1,000,000 .
+Added: In November 2023, the Company amended and
+Added: restated this line of credit.
+Added: The line of credit has a maturity date of November 30, 2024 , and bears interest at one percent ( 1 %) above
+Added: the prime rate ( 9.50 % at March 31, 2024).
+Added: As of March 31, 2024, the balance due under the line of credit was $ 1,000,000 .
+Added: As of December
+Added: 31, 2023, the balance due under the line of credit was $ 1,000,000 .
+Added: June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 .
+Added: In November 2023, the loan amount was increased to $ 1,400,000 .
+Added: Principal and accrued interest payments are required in March, June, September and December 2024.
+Added: The loan has a maturity date of December
+Added: 31, 2024 , and bears interest at the prime rate ( 8.50 % at March 31, 2024).
+Added: As of March 31, 2024, the balance due under the line of credit
+Added: was $ 1,400,000 .
+Added: As of December 31, 2023, the balance due under the loan was $ 1,400,000 .
+Added: LONG-TERM DEBT OBLIGATIONS
+Added: debt consists of debt on vehicles and equipment, which serves as the collateral, and debt issued as part of the acquisition of Collins
+Added: rates on the equipment financings range from 3.69 % to 9.95 % for 2024 and mature between 2025 through 2029 .
+Added: Collins Building debt consists of a five-year secured promissory note with an original principal amount of $ 2,000,000 , bearing interest
+Added: at 7.0 % per annum (the “First Promissory Note”), and a two-year secured promissory note with an original principal amount
+Added: of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”, and, together with the First Promissory
+Added: Note, the “Collins Promissory Notes”).
+Added: The First Promissory Note is secured by the acquired real property and quarry infrastructure
+Added: and the Second Promissory Note is secured by the acquired equipment.
+Added: At March 31, 2024, the First Promissory Note had an outstanding
+Added: balance of $ 1,830,106 and the Second Promissory Note had an outstanding balance of $ 1,557,549 .
+Added: summary of payments due under the long-term debt by year is as follows:
+Added: OF MATURITIES OF LONG TERM DEBT
+Added: Promissory Notes
+Added: 2024 – due between April 1, 2024 and March 31, 2025
+Added: 2025 – due between April 1, 2025 and March 31, 2026
+Added: 2026 – due between April 1, 2026 and March 31, 2027
+Added: 2027 – due between April 1, 2027 and March 31, 2028
+Added: 2028 and later – due on April 1, 2028 and thereafter
+Added: Total long-term debt
+Added: MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK
+Added: to the Company’s largest customer were 67 %
+Added: of total sales for the three months ended March 31, 2024.
+Added: Sales to the Company’s largest customer for the year ended December 31, 2023 was 70 % .
+Added: receivable from the same customer were 89 %
+Added: of total accounts receivable as of March 31, 2024 and 70 % as of December 31, 2023.
+Added: COMMITMENTS AND CONTINGENCIES
+Added: time to time, the Company is involved in legal matters arising in the ordinary course of business.
+Added: While the Company believes that such
+Added: matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company
+Added: is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations.
+Added: SEGMENT INFORMATION
+Added: 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent
+Added: with the Company’s internal organizational structure as well as information about services, categories, business segments and
+Added: major customers in financial statements.
+Added: The Company has six
+Added: reportable segments that are based on the following business units:
+Added: (i) Range Reclaim;
+Added: (ii) Range Minerals;
+Added: (iii) Range Water’
+Added: (iv) Range Security;
+Added: (v) Range Land;
+Added: and (vi) Graphium Biosciences.
+Added: In accordance with the “Segment Reporting” Topic of the
+Added: ASC, the Company’s chief operating decision-maker has been identified as the Company’s Chief Executive Officer, who
+Added: reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
+Added: guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment
+Added: information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries
+Added: in which the entity holds material assets and reports revenue.
+Added: All material operating units qualify for aggregation under
+Added: “Segment Reporting” due to their similar customer base and similarities in (i) economic characteristics, (ii) nature of
+Added: products and services, and (iii) procurement, manufacturing and distribution processes.
+Added: six reportable segments that result from applying the aggregation criteria are as follows:
+Added: Reclaim – land reclamation, water restoration and land repurposing
+Added: Minerals – mining and reclamation activities
+Added: Water – biochar product development and water solutions business
+Added: Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses
+Added: Land – mine land being acquired, reclaimed and repurposed for non-fossil fuel uses
+Added: Graphium Biosciences – glycosylated cannabinoid drug development program
+Added: Company had no inter-segment sales for the periods presented.
+Added: financial information concerning the Company’s reportable segments is shown as below:
+Added: OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT
+Added: Range Reclaim
+Added: Range Minerals
+Added: Range Security
+Added: Graphium Biosciences
+Added: For the three months ended March 31, 2024
+Added: Range Reclaim
+Added: Range Minerals
+Added: Range Security
+Added: Graphium Biosciences
+Added: Net income (loss)
+Added: ( 1,046,372 )
+Added: ( 1,213,840 )
+Added: Interest expense
+Added: Capital expenditures for long-lived assets
+Added: Range Reclaim
+Added: Range Security
+Added: Graphium Biosciences
+Added: For the three months ended March 31, 2023
+Added: Range Reclaim
+Added: Range Security
+Added: Graphium Biosciences
+Added: Net income (loss)
+Added: Interest expense
+Added: Capital expenditures for long-lived assets
SUBSEQUENT EVENTS
−Removed: In October 2015, we issued a total of 263,157 shares of our common stock to one consultant in exchange for services valued at $50,000.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations
−Removed: As used in this discussion and analysis and elsewhere in this Quarterly Report, the “Company”, “we”, “us”
−Removed: or “our”
−Removed: refer to Stevia First Corp., a Nevada corporation.
−Removed: Cautionary Statement
−Removed: The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report.
−Removed: The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock.
−Removed: We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended March 31, 201 5 filed on June 25 , 201 5 , and the related audited financial statements and notes included therein.
−Removed: Certain statements made in this Quarterly Report on Form 10-Q constitute “forward-looking statements”
−Removed: within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).
−Removed: Forward-looking statements are projections in respect of future events or our future financial performance.
−Removed: In some cases, you can identify forward-looking statements by terminology such as “may,”
−Removed: “will,”
−Removed: “should,”
−Removed: “intend,”
−Removed: “expect,”
−Removed: “plan,”
−Removed: “anticipate,”
−Removed: “believe,”
−Removed: “estimate,”
−Removed: “predict,”
−Removed: “potential,”
−Removed: or “continue”
−Removed: or the negative of these terms or other comparable terminology.
−Removed: These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
−Removed: These risks and uncertainties include:
−Removed: general economic and financial market conditions;
−Removed: our ability to obtain additional financing as necessary;
−Removed: our ability to continue operating as a going concern;
−Removed: any adverse occurrence with respect to our business or ;
−Removed: results of our research and development activities that are less positive than we expect ;
−Removed: our ability to bring our intended products to market;
−Removed: market demand for our intended products;
−Removed: shifts in industry capacity;
−Removed: product development or other initiatives by our competitors;
−Removed: fluctuations in the availability of raw materials and costs associated with growing raw materials for our intended products;
−Removed: poor growing conditions for the stevia plant;
−Removed: other factors beyond our control;
−Removed: and the other risks described under the heading “Risk Factors”
−Removed: in our Annual Report on Form 10-K filed with the SEC on June 25 , 201 5 .
−Removed: Although we believe that the expectations and assumptions reflected in the forward-looking statements we make are reasonable, we cannot guarantee future results, levels of activity or performance.
−Removed: In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed by any forward-looking statements.
−Removed: As a result, readers should not place undue reliance on any of the forward-looking statements we make in this report.
−Removed: Forward-looking statements speak only as of the date on which they are made.
−Removed: Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.
−Removed: Company Overview
−Removed: We were incorporated in the State of Nevada on June 29, 2007 under the name Legend Mining Inc.
−Removed: On October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend Mining Inc.”
−Removed: to “Stevia First Corp.”
−Removed: Also on October 10, 2011, we effected a seven for one forward stock split of authorized, issued and outstanding common stock.
−Removed: As a result, our authorized capital was increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001, and issued and outstanding shares of common stock increased from 7,350,000 to 51,450,000.
−Removed: In February 2012, we substantially changed our management team, added other key personnel, and began leasing laboratory and office space and land in California and since then we have been pursuing our new business as an agricultural biotechnology company engaged primarily in developing novel methods and technologies for industrial production of stevia, along with discovery and development of additional food and nutritional products .
−Removed: Plan of Operations
−Removed: Business Overview
−Removed: The 21 st century to date has seen a focus on health and sustainability and related trends, including efforts to reduce sugar consumption and to stem our global epidemics of diabetes and obesity.
−Removed: At the same time, new technologies that combine software with the life sciences, often through biotechnology, are becoming more widely available and accessible to physicians, researchers, and consumers.
−Removed: Through our focus on harnessing these new technologies and tools, and applying them to key challenges within the food, nutrition, and healthcare industries, we believe we have the potential to build a growing business and to enable development of far healthier food and nutritional products.
−Removed: We are an agricultural biotechnology company that currently devotes most of our resources to research and development of new products and technologies, but we are currently seeking to commercialize stevia products, research products, as well as other food and nutritional products that are related to metabolic health.
−Removed: During the six months ended September 30 , 2015, we generated $113,612 in revenues from our business operations, although we do not expect to generate significant amounts of cash from our operations in the immediate future.
−Removed: We had an accumulated deficit as of September 30 , 2015 of $ 231,388 .
−Removed: As described in more detail elsewhere in this quarterly report, we will need significant additional funding to support our operations and business plans and we have no commitments for future capital.
−Removed: The continuation of our business is dependent upon our ability to obtain loans or sell securities to new and existing investors or obtain capital from other alternative sources.
−Removed: In their report on our annual financial statements for the fiscal year ended March 31, 2015, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern, which means there is substantial doubt that we can continue as an on-going business unless we obtain additional capital or generate sufficient cash from our operations.
−Removed: Our Approach:
−Removed: Reinventing Human Nutrition
−Removed: We are an agricultural biotechnology company that is dedicated to developing and commercializing dramatically healthier food and nutrition products.
−Removed: Stevia is a zero-calorie alternative sweetener that is enabling sugar reduction within mainstream food and beverage products.
−Removed: We are developing proprietary stevia processing technologies in order to increase its global supply, and intend to sell stevia at an industrial scale directly to multinational food, beverage, and ingredient companies.
−Removed: We are also developing and using a novel bioinformatics platform that relies on artificial intelligence algorithms in order discover novel genes and gene combinations related to longevity, which can be used to develop medical interventions for common age-associated diseases.
−Removed: We are primarily seeking to commercialize food and nutritional products that may be used in order to prevent diabetes, obesity, and other metabolic disorders, and are seeking to commercialize our technologies through licensing arrangements, strategic partnerships, and/or joint ventures.
−Removed: Our primary research and development operations are in California, with work performed internally by our scientific team and through a network of scientists and engineers who serve as our consultants.
−Removed: Our research and development activities are intended to harness “breakthrough technologies”, which we define as technologies that may not have existed as recently as a decade ago but have now become available and widely accessible and have the potential to provide solutions and commercial opportunity across diverse end markets and industries.
−Removed: We currently focus on breakthrough technologies that lie at the intersection of software and the life sciences within the biotechnology field.
−Removed: Through our use of these breakthrough technologies, we are developing the following proprietary technologies related to stevia and more broadly to key applications within the food, nutrition, and healthcare industries:
−Removed: Bioprocessing and fermentation technologies, which we believe have the potential to dramatically increase the global supply of high purity Rebaudioside A (“Reb A”) from stevia leaf extract while producing it at lower cost, and which are broadly useful due to the relatively high expense and logistical challenges of obtaining certain natural products through large scale farming followed by industrial-scale botanical extractions;
−Removed: Bioinformatics technologies that rely on artificial intelligence algorithms and perform novel genomics analyses, which we are using to discover novel genes and gene combinations related to human longevity in order to discover related nutritional and medical interventions for improved metabolic health and age-associated diseases, and that are broadly useful due to the multigenic nature and inherent complexity of most human diseases.
−Removed: In order to capitalize on the research and development efforts described above, we intend to build commercial operations that provide us with the ability to sell food and nutrition products and related services, or to enter into licensing arrangements, strategic partnerships, and/or joint ventures to achieve increased sales and revenue.
−Removed: Our primary commercialization efforts today are directed at sales of stevia products to multinational food, beverage, and ingredient companies.
−Removed: We are currently pursuing development and commercialization of additional functional food and nutritional products, especially ones that complement stevia and may also be useful for prevention of diabetes and weight management.
−Removed: We also currently market and sell research products in operations that began in 2014 and include the assets purchased from Percipio Biosciences, Inc.
−Removed: (“Percipio”), which we believe is a natural outgrowth of our team’s focus on harnessing new tools and technologies within our research and development operations.
−Removed: Our long-term business goals include developing and building the following commercial operations in order to capitalize upon our research and development activities, our proprietary technologies related to production of stevia and other natural products, and our technologies that may be useful for additional applications within the food, nutrition, and healthcare industries:
−Removed: A sales and distribution business focused on stevia and other nutritional products useful for metabolic health, with stevia product sales focused on the business-to-business market and also enabling direct-to-consumer sales of stevia and related nutritional products;
−Removed: A stevia processing facility, to be built in North America, with the necessary equipment and personnel to enable industrial enzyme production as well as bioprocessing of stevia and other products;
−Removed: A research products business, which manufactures and sells research products and operates a global distribution network for such research products.
−Removed: In furtherance of these long-term business goals, we expect to focus on the following activities during the remainder of calendar year 2015 and calendar year 2016:
−Removed: Conducting additional research and development activities to advance our proprietary bioprocessing and bioinformatics technologies, and to explore use of these technologies for stevia production and for additional applications critical to the food, nutrition, and healthcare industries;
−Removed: Obtaining “generally recognized as safe”
−Removed: (“GRAS”) status and any other necessary approvals from the U.S.
−Removed: Food and Drug Administration (the “FDA”) and other regulatory authorities in order to market and sell high purity stevia derived from leaf extract and from our proprietary enzyme enhancement process;
−Removed: Building new sales channels and marketing capabilities, either internally or through partners, for stevia products and other commercial applications, such as research products, in order to help us fully leverage and capitalize upon our current product offerings;
−Removed: Evaluating new business development opportunities and strategic partnerships, including opportunities to in-license new technologies and/or form strategic partnerships with third parties in order to fund our operations or increase our capabilities.
−Removed: Our Operations
−Removed: Our present research and development operations are focused on harnessing breakthrough technologies for increasing global stevia production and developing additional food and nutrition products, while solving key challenges for the food, nutrition, and life sciences industries.
−Removed: Our commercial operations seek to market stevia products primarily in North America, as well as to market and sell research products and tools to life science researchers.
−Removed: The below descriptions of our planned operations include expected expenditures for various activities, some of which may depend on our ability to obtain additional funding, if available, and all of which are estimates based on current expectations and assumptions and could prove to be wrong.
−Removed: See “Li quidity and Capital Resources”
−Removed: Research and Development Operations
−Removed: We currently employ three Ph.D.-level scientists who conduct and manage our internal research and development activities and staff, and we have retained seven additional scientists and engineers who act as consultants and perform research and development work independently through their own laboratory facilities and offices.
−Removed: Internal research and development work is primarily conducted at our headquarters in Yuba City, California, which contains more than 3,000 square feet of research and development space.
−Removed: These facilities include a laboratory, greenhouse, workshop, a food-grade pilot production facility, and a diverse array of equipment, including bioreactors, laboratory automation setups, pilot processing units, and other equipment related to agriculture, bioprocessing, bioinformatics, and food science.
−Removed: During the next 12 months, we are planning for total research and development expenditures of $250,000 or more.
−Removed: These activities include scale-up and process optimization of our proprietary enzyme enhancement process for stevia as well as conduct of additional stevia field trials.
−Removed: We also are continuing to develop a bioinformatics platform geared towards discovery of novel genes and gene combinations related to human health and longevity.
−Removed: Internal analysis so far has yielded potentially valuable results, including identifying specific gene combinations linked to extremely long human lifespan within the supercentenarian population, and our next steps will center on more fully understanding why these gene combinations contribute to improved health, and to use this knowledge to develop novel functional food or nutritional products that influence the same genetic pathways.
−Removed: We believe that our long-term commercial success and profit potential depends in large part on our ability to develop, advance and apply novel technologies to stevia production and other food, nutrition, and life sciences applications more quickly, efficiently and effectively than our competitors, and also on our ability to obtain and enforce patents, maintain protection of trade secrets, and operate our business without infringing the proprietary rights of third parties.
−Removed: As a result, we are dedicated to the continued development and protection of our intellectual property portfolio.
−Removed: Stevia Commercialization Arrangements with Qualipride
−Removed: In September 2014, we entered into definitive agreements with Qualipride International (“Qualipride”), a stevia supplier based in China with access to annual stevia supply greater than 1,000 metric tons, in order to accelerate the commercialization of our stevia products and technologies.
−Removed: We entered into a definitive distribution agreement that is intended to result in our Company substantially taking over Qualipride’s stevia sales and distribution business, and entered into a definitive license agreement that provides us an exclusive license outside China to use their proprietary facility designs for stevia extraction and purification, and initiated plans for the construction of the first dedicated stevia processing facility in California.
−Removed: Most Qualipride sales are currently domestic sales within China, and we are focused on the expansion of Qualipride’s customer base, primarily in North
−Removed: However, we are in the process of opening a wholly-owned subsidiary in China in order to finance research and development operations within China and to act as a local reseller there, if it becomes desirable to do so.
−Removed: Pursuant to the distribution agreement, we must file for a GRAS designation for one or more of Qualipride’s stevia products prior to August 14 , 201 6 .
−Removed: Pursuant to the licensing agreement, we must be financed with at least $2.55 million prior to August 14 , 201 6 in order to retain rights to the proprietary stevia processing facility designs.
−Removed: These funds would be used primarily to finance equipment for the facility’s construction and we expect to obtain such funds primarily through debt financing, provided that the Company receives signed commitments from major stevia customers to purchase output from the proposed California processing facility.
−Removed: Commercial Operations
−Removed: Our present business operations are primarily directed at achieving sales of stevia products to multinational food, beverage, and ingredient companies in North America.
−Removed: We are focused on selling products through business-to-business arrangements or partnerships with multinational companies, although we will also seek to market certain products directly to consumers including stevia and other functional food and nutraceuticals that may be useful for prevention of diabetes and weight management.
−Removed: In 2014, we initiated a research products business, which we own and operate, and that provides a sales channel for certain research products and tools that we have developed, as well as new commercialization opportunities related to new technologies and trends that are of strategic interest to us.
−Removed: Our commercial operations include our pursuit of sales of stevia extract to multinational food and beverage companies focused mainly on North America.
−Removed: Our sales and distribution operations provide North American stevia sales, marketing, and quality control support, and also provide a distribution channel for any food and nutrition products made internally using our novel bioprocessing methods.
−Removed: We are focused mainly on business-to-business sales but we may also perform some direct-to-consumer marketing of these products.
−Removed: We expect to spend approximately $75,000 in the next 12 months on product marketing and further integration of the Qualipride sales and distribution business, which may require the Company to manage and conduct certain operations in China through a wholly-owned subsidiary.
−Removed: We are currently optimizing a proprietary enzyme enhancement process for stevia, and will likely need to achieve additional operational milestones in order to realize sales from this process, including demonstrating implementation of the process at industrial scale, additional process optimization results, and obtaining regulatory approvals for Reb A derived from the process.
−Removed: We currently estimate that completion of these milestones and initial commercialization of stevia extract using enzyme enhancement processes would require approximately $100,000 of additional investment if we commercialize the product through a contract manufacturer or strategic partner.
−Removed: We currently estimate that regulatory approval of this product will be obtained in 2015 or the first half of 2016 .
−Removed: In addition, we are planning construction of the first dedicated stevia leaf processing facility in California, which is designed to produce at least 150 metric tons of stevia extract annually, and also could be used to implement our proprietary bioprocessing methods.
−Removed: The planned facility would be technologically advanced and could lead the stevia industry in terms of energy efficiency, water conservation, and overall product quality.
−Removed: We have not yet finalized a site design for the facility, and we currently estimate finalized design and construction will cost $4,000,000 or more and span 10-14 months.
−Removed: We do not intend to pursue construction plans unless we are able to obtain funding for these activities primarily or entirely through long-term debt financing or other similar means on favorable terms, and until after we receive signed commitments from stevia buyers in order to purchase output from the proposed California facility.
−Removed: Our commercial operations also include a research products business, which entails commercialization of life sciences research products and tools, some of which are also used within our own research and development activities.
−Removed: We initiated these commercial operations in May 2014 upon acquiring certain product assets, customer relationships, and rights to molecular biology research products.
−Removed: Over the 12 months following the date of this report, we aim to increase the scale of our research and development activities and commercial operations.
−Removed: As of November 13, 201 5 , we had seven full-time employees and one part-time employee .
−Removed: Total expenditures over the 12 months following September 30, 2015 , are expected to be approximately $2,000,000.
−Removed: We expect to have sufficient funds to operate our business for at least the 6 months after September 30 , 201 5 .
−Removed: However, our estimate of total expenditures could increase if we encounter unanticipated difficulties.
−Removed: In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect.
−Removed: If we cannot raise the money that we need in order to continue operating and/or advance our business, we will be forced to delay, scale
−Removed: back or eliminate some or all of our proposed operations.
−Removed: If any of these were to occur, there is a substantial risk that our business would fail.
−Removed: Please see the additional discussion under “Liquidity and Capital Resources”
−Removed: Results of Operations
−Removed: Three Months Ended September 30, 201 5 and September 30, 201 4
−Removed: Our net income during the three months ended September 30, 2015 was $504,326 compared to a net loss of $1,407,749 for the three months ended September 30, 2014.
−Removed: During the three months ended September 30, 2015, we generated $51,697 in revenue and $10,498 in gross profit, compared to $86,695 in revenue and $64,589 in gross profit for the 2014 period.
−Removed: We expect such sales to continue at approximately this rate.
−Removed: During the three months ended September 30, 2015, we incurred general and administrative expenses in the aggregate amount of $556,945 compared to $933,060 incurred during the three months ended September 30, 2014 (a decrease of $376,115).
−Removed: General and administrative expenses generally include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, marketing, consulting costs and travel expenses.
−Removed: A significant portion of these costs are related to the development of our organizational capabilities as a biotechnology company, including costs such as legal and advisory fees related to intellectual property development.
−Removed: The majority of the decrease in general and administrative costs in the period relates to stock-based compensation costs which decreased to $76,646 in the period ending September 30, 2015, as compared to $476,798 in the period ending September 30, 2014 (a decrease of $400,152).
−Removed: In addition, during the three months ended September 30, 2015, we incurred research and development costs of $143,133, compared to $207,663 during the three months ended September 30, 2014 (a decrease of $64,530).
−Removed: During the three months ended September 30, 2015, we incurred related party rent and other costs totaling $4,900 compared to $9,900 incurred during the three months ended September 30, 2014 (a decrease of $5,000).
−Removed: This decrease resulted from the expiration of one of the related party leases in May 2015.
−Removed: This resulted in a loss from operations of $694,480 during the three months ended September 30, 2015 compared to a loss from operations of $1,086,034 during the three months ended September 30, 2014.
−Removed: During the three months ended September 30, 2015, we recorded total net other income (expenses) in the amount of $1,198,806, compared to total net other income (expenses) recorded during the three months ended September 30, 2014 in the amount of $(321,715).
−Removed: During the three months ended September 30, 2015, we recorded a gain related to the change in fair value of derivatives of $1,198,954, compared to a gain of $644,107 during the 2014 quarter.
−Removed: This resulted in net income of $504,326 during the three months ended September 30, 2015 compared to a net loss of $1,407,749 during the three months ended September 30, 2014.
−Removed: The net income during the three months ended September 30, 2015 compared to the net loss for the three months ended September 30, 2014 is attributable primarily to a higher gain related to the change in the fair value of derivatives in the 2015 period.
−Removed: Six Months Ended September 30, 201 5 and September 30, 201 4
−Removed: Our net income during the six months ended September 30, 201 5 was $ 719,920 compared to a net loss of $ 2,063,546 for the six mon ths ended September 30, 2014 .
−Removed: During the six months ended September 30, 201 5 , we generated $ 113,612 in revenue and $ 48,380 in gross profit from sales of certain research products .
−Removed: We expect such sales to continue at approximately this rate.
−Removed: During the six months ended September 30, 201 5 , we incurred general and administrative expenses in the aggregate amount of $1, 298,541 compared to $1,4 99,726 incurred during the six months ended September 30, 201 4 (a decrease of $201,185 ).
−Removed: General and administrative expenses generally include corporate overhead, salaries and other compensation costs, costs of financial and administrative contracted services, marketing and consulting costs and travel expenses.
−Removed: A significant portion of these costs are related to the development of our organizational
−Removed: capabilities as a biotechnology company, including costs such as legal and advisory fees related to intellectual property development.
−Removed: The general and administrative expenses included stock-based compensation of $ 300,762 during the six months ended September 30, 201 5 , as compared to stock-based compensation of $ 512,952 during the six months ended September 30, 201 4 (a decrease of $212,190) .
−Removed: In addition, during the six months ended September 30, 201 5 , we incurred research and development costs of $ 326,658 relating to research and development of our stevia products, compared to research and development costs of $ 453,643 during the six months ended September 30, 201 4 (a de crease of $ 126,985 ).
−Removed: The de crease resulted primarily from changes in our research and development activities, including equipment costs , which previously included costs related to prototype development.
−Removed: During the six months ended September 30, 201 5 , we incurred related party rent and other costs totaling $ 15,800 compared to $ 30,217 incurred during the six months ended September 30, 201 4 (a decrease of $14,417 ).
−Removed: This decrease resulted from the expiration of one of our related party leases in May 201 5 .
−Removed: This resulted in a loss from operations of $1, 592,619 during the six months ended September 30, 201 5 compared to a loss from operations of $1, 889,431 during the six months ended September 30, 201 4 .
−Removed: During the six months ended September 30, 201 5 , we recorded total other income in the amount of $ 2,312,539 , compared to total other expenses recorded during the six months ended September 30, 201 4 in the amount of $ 174,115 .
−Removed: D uring the six months ended September 30, 201 5 , we recorded a gain related to the change in fair value of derivative liabilities of $ 2,312,755 , compared to a gain of $ 792,364 during the six months ended September 30, 201 4 (an increase of $ 1,520,391 ).
−Removed: Also d uring the six months ended September 30, 201 4 , we incurred expenses to induce the exercise of certain warrants of $961,767.
−Removed: We incurred interest expense of $ 216 during the six months ended September 30, 201 5 compared to interest expense of $ 4,712 incurred during the six months ended September 30, 201 4 (a decrease of $ 4,496 ).
−Removed: Liquidity and Capital Resources
−Removed: As of September 30, 201 5 , we had total current assets of $ 747,538 , which was comprised mainly of cash of $ 692,679 .
−Removed: Our total current liabilities as of September 30, 201 5 were $ 978,926 and consisted of accounts payable and accrued liabilities of $ 183,534 , accounts payable to related party of $ 6,900 , and derivative liability of $ 788,492 .
−Removed: The derivative liability is a non-cash item related to our outstanding warrants as described in Note 3 to our financial statements included in this report.
−Removed: As a result, on September 30, 201 5 , we had working capital of $ (231,388) .
−Removed: We have not yet received significant revenues from sales of products or services, and have recurring losses from operations.
−Removed: We have incurred losses since inception resulting in an accumulated deficit of $1 1,655,314 as at September 30, 201 5 , and further losses are anticipated in the development of our business.
−Removed: These factors raise substantial doubt about our ability to continue as a going concern.
−Removed: Our financial statements included in this report have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future.
−Removed: The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital.
−Removed: The financial statements included in this report do not include any adjustments relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.
−Removed: Due to the uncertainty of our ability to meet our current operating expenses and capital expenses as noted above, in their report on our annual financial statements for the year ended March 31, 201 5 , our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
−Removed: Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
−Removed: We estimate that we will have sufficient funds to operate the business for the 6 months after September 30, 201 5 .
−Removed: We will require additional financing to fund our planned long-term operations, including our commitment under our distribution and license agreements with Qualipride.
−Removed: These estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period.
−Removed: In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect.
−Removed: We do not have any firm commitments for future capital.
−Removed: Significant additional financing will be required to fund our planned operations in future periods, including research and development activities relating to our principal product candidate, seeking regulatory approval of that or any other product candidate we may choose to develop, commercializing any product candidate for which we are able to obtain regulatory approval or certification, seeking to license or acquire new assets or businesses, and maintaining our intellectual property rights and pursuing rights to new technologies.
−Removed: We do not presently have, nor do we expect in the near future to have, revenue to fund our business from our operations, and will need to obtain significant funding from external sources.
−Removed: We may seek to raise such funding from a variety of sources.
−Removed: If we raise additional funds by issuing equity or convertible debt securities, our existing stockholders’
−Removed: ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments.
−Removed: If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property that could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business.
−Removed: Further, we may not be able to obtain additional financing from any of these sources on commercially reasonable or acceptable terms when needed, or at all.
−Removed: If we cannot raise the money that we need in order to continue to operate and develop our business, we will be forced to delay, scale back or eliminate some or all of our operations.
−Removed: If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment.
−Removed: Net Cash Used in Operating Activities
−Removed: We have not generated positive cash flows from operating activities.
−Removed: For the six months ended September 30, 201 5 , net cash used in operating activities was $ 988,625 compared to net cash used in operating activities of $ 1,107,220 for the six months ended September 30, 201 4 .
−Removed: This increase was primarily attributable to an increase in the gain related to the change in fair value of derivative liability.
−Removed: Net cash used in operating activities during the six months ended September 30, 201 5 consisted primarily of net income of $ 719,920 and change in fair value of derivative liability of $ 2,312,755 , offset by $ 149,556 related to stock-based compensation for vested stock options and $112,045 for stock-based compensation for vested warrants granted to employees .
−Removed: Net cash used in operating activities during the six months ended September 30, 2014 consisted primarily of a net loss of $2,063,546, a change in fair value of derivative liability of $792,364, offset by costs to induce the exercise of warrants of $961,767 and $278,711 for stock-based compensation for vested warrants granted to employees.
−Removed: Net Cash Used in Investing Activities
−Removed: During the six months ended September 30, 2014 net cash used in investing activities was $10,505, attributable to net cash acquired under the Percipio acquisition.
−Removed: During the six months ended September 30, 2015, no net cash was used in or provided by investing activities.
−Removed: Net Cash Provided By Financing Activities
−Removed: During the six months ended September 30, 2015, net cash provided by financing activities was $1,291,574 compared to net cash provided by financing activities of $1,475,489 for the six months ended September 30, 2014.
−Removed: Net cash provided by financing activities during the six months ended September 30, 2015 was attributable to the sale of common stock and warrants.
−Removed: Net cash provided by financing activities during the six months ended September 30, 2014 was attributable to the proceeds received on the exercise of warrants.
−Removed: Off-Balance Sheet Arrangements
−Removed: We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to stockholders.
−Removed: Critical Accounting Policies
−Removed: Our financial statements and accompanying notes included in this report have been prepared in accordance with United States generally accepted accounting principles (“U.S.
−Removed: GAAP”) applied on a consistent basis.
−Removed: preparation of financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
−Removed: We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements.
−Removed: In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.
−Removed: Actual results could differ from the estimates made by management.
−Removed: We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements included in this report:
−Removed: Use of Estimates and Assumptions
−Removed: The preparation of financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.
−Removed: Actual results could differ from those estimates.
−Removed: The more significant estimates and assumption by management include, among others, the fair value of shares issued for services, the fair value of options and warrants, and assumptions used in the valuation of our outstanding derivative liabilities.
−Removed: Stock-Based Compensation
−Removed: The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs.
−Removed: The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the F inancial Accounting Standards Board (FASB”) Accounting Standards Codification (“ASC”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values.
−Removed: The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's statements of operations.
−Removed: The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) the date at which the necessary performance to earn the equity instruments is complete.
−Removed: Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures.
−Removed: Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.
−Removed: Derivative Financial Instruments
−Removed: We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
−Removed: For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
−Removed: For stock-based derivative financial instruments, we use a probability weighted average Black-Scholes-Merton model to value the derivative instruments at inception and on subsequent valuation dates through the September 30 , 201 5 reporting date.
−Removed: The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
−Removed: Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
−Removed: Recent Accounting Pronouncements
−Removed: In November 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-16 (ASU 2014-16), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity .
−Removed: The amendments in this ASU do not change the current criteria in U.S.
−Removed: GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.
−Removed: The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract.
−Removed: The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 .
−Removed: Early adoption is permitted.
−Removed: We are currently evaluating the impact of adopting ASU 2014- 16 on the our results of operations or financial condition.
−Removed: In August 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements.
−Removed: The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.
−Removed: An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.
−Removed: ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.
−Removed: We are currently evaluating the impact of adopting ASU 2014- 15 on our results of operations or financial condition.
−Removed: In May 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers .
−Removed: ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S.
−Removed: GAAP and replace it with a principles-based approach for determining revenue recognition.
−Removed: ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.
−Removed: ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
−Removed: ASU 2014-09 is effective for reporting periods beginning after December 15, 201 7 .
−Removed: Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.
−Removed: Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.
−Removed: In April 2014, the FASB issued Accounting Standards Update No.
−Removed: 2014-08 (“ASU 2014-08”), “
−Removed: Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) .”
−Removed: ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations.
−Removed: Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on our operations and financial results should be presented as discontinued operations.
−Removed: This new accounting guidance is effective for annual periods beginning after December 15, 2014.
−Removed: We are currently evaluating the impact of adopting ASU 2014-08 on our results of operations or financial condition.
−Removed: Other recent accounting pronouncements issued by 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 consolidated financial statements.
−Removed: Quantitative and Qualitative Disclosures About Market Risk
−Removed: Not Applicable.
+Added: 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.