What changed in this filing

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Item 9A. Controls and Procedures

2024-08-08 compared with 2013-02-15 · 1431 added, 938 removed, 46 unchanged (98% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive and financial officer, we conducted

an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as of

the end of the period covered by this annual report.

Based on this evaluation, our principal executive and financial officer concluded

that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be

disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the

time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our

principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures.

We identified

the following weaknesses during our evaluation:

Insufficient segregation

of duties in our finance and accounting functions due to limited personnel .

During the year ended March 31, 2012, the Company

internally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting

records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.

Due to the fact these duties were often performed by the same person, a lack of review was created over the financial reporting

process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial

statements and related disclosures as filed with the SEC.

These control deficiencies could result in a material misstatement to

our interim or annual financial statements that would not be prevented or detected.

Insufficient corporate

governance policies .

The Company does not have an audit committee due to a lack of a majority of independent members and a

lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and

monitoring of required internal controls and procedures.

We intend to take appropriate

and reasonable steps to make the necessary improvements to remediate these deficiencies and we intend to consider the results of

our remediation efforts and related testing as part of our next year-end assessment of the effectiveness of our internal control

over financial reporting.

Management’s Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

the supervision and with the participation of our management, including our principal executive and financial officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2012 based on the criteria

set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Based on this evaluation, our management concluded that our internal control over financial reporting was not effective

as of March 31, 2012.

This annual report does not include an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that

permit us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting during the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Inherent Limitations on Internal Control

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur

because of simple errors.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two

or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its

stated goals under all potential future conditions.

Because of the inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected.

In addition, projections of any evaluation

of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions or

the degree of compliance with the policies or procedures may deteriorate.

of Disclosure Controls and Procedures

have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules

and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal

officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer

have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023 and have concluded that our disclosure

controls and procedures were effective as of December 31, 2023.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange

Act Rule 13a-15.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process

designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair

presentation of published financial statements.

Management conducted an assessment of the Company’s internal control over financial

reporting as of December 31, 2023 based on the framework and criteria established by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control-Integrated Framework (COSO).

Based on the assessment, management concluded that, as of December

31, 2023, the Company’s internal controls over financial reporting were effective.

in Internal Control over Financial Reporting

are no changes in our internal control over financial reporting during the year ended December 31, 2023, that have materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive

Officers and Corporate Governance

Set forth below is certain information regarding

our current directors and executive officers:

Director Since

Avtar Dhillon

Chairman of the Board of Directors

Anthony Maida III

Robert Brooke

Chief Executive Officer and Director

Business Experience

The following is a brief account of the

education and business experience of our current directors and executive officers:

Avtar Dhillon has served as the

Chairman of our Board of Directors since January 31, 2012 and has served as a director since August 17, 2011.

served as our Interim Principal Executive and Financial Officer from August 17, 2011 until January 31, 2012.

Dhillon has served

as Chairman of the Board of Directors of OncoSec Medical Incorporated (OTCBB:

ONCS) since March 2011.

Dhillon served as President

and Chief Executive Officer of Inovio Pharmaceuticals, Inc.

(formerly Inovio Biomedical Corporation) (NYSE Amex:

INO) from October

2001 to June 2009, as President and Chairman of Inovio from June 2009 until October 2009, as Executive Chairman until August 2011,

and as Chairman from September 2011.

During his tenure at Inovio, Dr.

Dhillon led the successfully turnaround of the company through

a restructuring, acquisition of technology from several European and North American companies, and a merger with VGX Pharmaceuticals

to develop a vertically integrated DNA vaccine development company.

Dhillon led nine successful financings for Inovio and concluded

several licensing deals that included multinational companies, Merck and Wyeth (now Pfizer).

Prior to joining Inovio, Dr.

held roles of increasing responsibility with MDS Capital Corp.

(now Lumira Capital Corp.), one of North America's leading healthcare

venture capital organizations, from the period of August 1998 until September 2001.

In July 1989, Dr.

Dhillon started a medical

clinic and subsequently practiced family medicine for over 12 years until September 2001.

Dhillon has been instrumental in

successfully turning around struggling companies and influential as an active member in the biotech community.

From March 1997

to July 1998, Dr.

Dhillon was a consultant to CardiomePharma Corp.

("Cardiome"), a biotechnology company listed on the

Toronto Stock Exchange and NASDAQ.

While at Cardiome, Dr.

Dhillon led a turnaround based on three pivotal financings, establishing

a clinical development strategy, and procuring a new management team.

In his role as a founder and board member of companies, Dr.

Dhillon has been involved in several early stage healthcare focused companies listed on the Toronto Stock Exchange and TSX Venture

Exchange, which have successfully matured through advances in their development pipeline and subsequent merger and acquisition

transactions.

He was a founding board member in February 2004 of Protox Therapeutics, Inc., now a publicly traded specialty pharmaceutical

company known as Sophiris Bio Inc.

Dhillon maintained his board position until the execution of a financing with Warburg Pincus

in November 2010.

Dhillon currently sits on the Board of Directors of BC Advantage Funds, the largest venture capital corporation

in British Columbia, and has held this role since November 2003.

Dhillon brings extensive experience in biotechnology companies

to our Board of Directors, as well as significant experience with obtaining financing and pursuing and completing strategic transactions.

He has valuable experience serving on the Board of Directors of other publicly traded and privately held companies.

Anthony Maida, III joined our

Board of Directors in March 2012.

Maida has served on the Board of Directors of OncoSec Medical Incorporated since June 2011

and currently serves as the Chair of its Audit Committee and as a member of its Nominating and Corporate Governance Committee.

Maida has served on the Board of Directors of Spectrum Pharmaceuticals, Inc.

SPPI) since December 2003 and currently

serves as the Chair of its Audit Committee and a member of its Compensation Committee, Placement Committee, Nominating and Corporate

Governance Committee and Product Acquisition Committee.

He is currently Chief Operating Officer (from June 2011) at Northwest Biotherapeutics,

Inc., a company focused on the development of therapeutic DC cell based vaccines to treat patients with cancer.

Maida has been

the acting Chairman (from March 2003) of DendriTherapeutics, Inc., a startup company focused on the clinical development of therapeutic

vaccines for patients with cancer, since 2003.

He has served as Chairman, Founder and Director (from November 1999 to March 2011)

of BioConsul Drug Development Corporation and currently serves as Principal ofAnthony Maida Consulting International (since September

1999), providing consulting services to large and small biopharmaceutical firms in the clinical development of oncology products

and product acquisitions and to venture capital firms evaluating life science investment opportunities.

Vice President of Clinical Research and General Manager, Oncology, world-wide (from August 2010 to June 2011) for PharmaNet, Inc.

He served as the President and Chief Executive Officer of Replicon NeuroTherapeutics, Inc., a biopharmaceutical company focused

on the therapy of patients with tumors (both primary and metastatic) of the central nervous system, where he successfully raised

financing from both venture capital and strategic investors and was responsible for all financial and operational aspects of the

company, from June 2001 to July 2003.

He was also President (from December 2000 to December 2001) of CancerVax Corporation, a biotechnology

company dedicated to the treatment of cancer.

He has been a speaker at industry conferences and is a member of the American Society

of Clinical Oncology, the American Association for Cancer Research, the Society of Neuro-Oncology and the International Society

for Biological Therapy of Cancer.

Maida received a B.A.

in History from Santa Clara University in 1975, a B.A.

in Biology from

San Jose State University in 1977, an M.B.A.

from Santa Clara University in 1978, an M.A.

in Toxicology from San Jose State University

in 1986 and a Ph.D.

in Immunology from the University of California in 2010.

Maida brings to the Board significant practical

experience in agriculture.

We believe that his financial and operational experience in our industry will provide important resources

to our Board.

Robert Brooke has served as a director

and our Chief Executive Officer since January 31, 2012, and previously served as our Vice President of Business Development beginning

in October 2011.

Brooke is a founder of Genesis Biopharma, Inc.

GNBP.OB), a cancer drug development company, where

he served as Director, President and Chief Executive Officer from March 2010 until February 2011.

Brooke is also the founder

of Percipio Biosciences, Inc., a privately held research diagnostics company that manufactures and distributes products related

to oxidative stress research, and has served as its President, on a limited part-time basis, since 2008.

From 2004 to 2008, he

was an analyst with Bristol Capital Advisors, LLC, investment manager to Bristol Investment Fund, Ltd.

During this period, Bristol

financed over 60 public healthcare and life science companies and was listed by The PIPEs Report in 2005 as being the most active

investor in private placements by public biotechnology companies.

Brooke earned a B.S.

in Electrical Engineering from Georgia

Tech in 2003 and a M.S.

in Biomedical Engineering from UCLA in 2005.

Brooke provides our Board of Directors with public and

private capital raising experience, as well as experience in leading early stage biotechnology companies.

Term of Office

Our directors are elected at each annual

meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected

and qualified, or until their earlier death, resignation or removal.

Family Relationships

No family relationships exist between any

of the directors or executive officers of the Company.

Audit Committee of the Board of Directors

Our Board of Directors does not have a standing

audit committee or a committee performing similar functions.

The entire Board of Directors currently performs the functions and

duties generally performed by a separately constituted audit committee.

Our Board of Directors has determined that

Maida is an audit committee financial expert, as such term is defined in the rules and regulations of the SEC, and is financially

sophisticated within the meaning of applicable Nasdaq Listing Rules .

Code of Business Conduct and Ethics

Our Board of Directors has not adopted a

code of ethics as described in applicable SEC rules that applies to our principal executive officer, principal financial officer,

principal accounting officer or controller or persons performing similar functions.

We expect that our Board of Directors will

adopt such a code of ethics in the near future.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires

our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports

of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.

Such executive officers, directors and 10% stockholders

are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review

of the copies of such forms received by us or written representations from certain reporting persons that no Form 5 was required

for such persons, we believe that, during our fiscal year ended March 31, 2012, our executive officers, directors and 10% stockholders

complied with all applicable Section 16(a) filing requirements, except as follows:

Avtar Dhillon failed to file a Form

4 on a timely basis with respect to the disposition of an aggregate amount of 26,350,000 shares of our common stock in 13 separate

transactions and a stock option grant for 500,000 shares, and (ii) Robert Brooke failed to file a Form 4 on a timely basis with

respect to the acquisition of 2,572,500 shares from Dr.

Avtar Dhillon.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

forth below is certain information regarding our current directors and executive officers:

Director/Executive

Officer Since

Feighan (2)(3)

of the Board of Directors

Celeste (1)(2)(3)

and Chief Executive Officer

2018 / May 2019

Financial Officer and Counsel

Science Officer

Member of Audit Committee

Member of Compensation Committee

Member of Nomination and Corporate Governance Committee

following is a brief account of the education and business experience of our current directors and executive officers:

Feighan, Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services to the mortgage

securitization industry.

Feighan has been an owner and Director of Continental Heritage Insurance Company, an early leader in the

cannabis insurance market which provides surety bonds and other insurance solutions to the emerging cannabis markets, for more than twenty

Previously, Mr.

Feighan served as Chairman and CEO of ProCentury Insurance Corporation (NASDAQ:

PROS) from its IPO in 2004 until

the sale of the company to another public insurance group in 2008.

Feighan was the founding CEO of Century Business Services

Feighan held elective office in Cleveland, Ohio for twenty consecutive years from 1973 to 1993.

After being elected

to three terms in the Ohio House of Representatives from 1973 to 1979, Mr.

Feighan served a four-year term as a Cuyahoga County Commissioner

in the State of Ohio.

Subsequently, Mr.

Feighan served five terms as a Member of the United States House of Representatives from 1983

During those ten years, Mr.

Feighan served on the U.S.

House Judiciary Committee and Foreign Affairs Committee.

earned his law degree from Cleveland State University in 1978.

The Board believes Mr.

Feighan’s extensive operational and executive

experience with growth companies pursuing business combination transactions, as well as his fundraising and regulatory insight and public

service experience, provides the Company a critical voice and perspective as the Company continues to develop its business and grow its

Celeste, Director, is a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs, CO), Chair

of the Board of Global Communities (Silver Spring, MD), Chair of Organic India Pvt Ltd.

(India), and Chair of Organic India USA (Boulder,

In addition, Mr.

Celeste serves on the Boards of Battelle for Kids (Columbus, OH), The Gates Family Foundation (Denver, CO), and

Fabindia Ltd.

Celeste served as the Director of the Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and

as the United States Ambassador to India from 1997 to 2001.

Celeste also served as the President of Colorado College from 2002-2011.

The Board believes Mr.

Celeste’s fundraising and regulatory insight and public service experience provides the Company a critical

voice and perspective as the Company continues to develop its business and grow its operations.

Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1 Partnership, LLC, an investment

firm focused on private and public investments in a variety of industries and manager of several affiliated investment partnerships.

Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with interests

in private equity, real estate and wealth management.

From 2016 to 2018, Mr.

Cavanaugh was Managing Director of Conway MacKenzie, a national

turnaround consulting firm, where he established and managed the firm’s Cleveland, Ohio office and provided interim management

and restructuring services to distressed and underperforming businesses.

From 2006 to 2009 and 2011 to 2015, Mr.

Cavanaugh was an executive

with Resilience Capital Partners, a private equity firm focused on special situation control equity investments, where he served in several

capacities, including as a Partner and member of the firm’s Investment Committee and as an officer and director of numerous portfolio

Cavanaugh received a B.A.

from Columbia University in 1996, an M.B.A.

from the University of Michigan Business School

in 2003, and a J.D.

from the University of Michigan Law School in 2003.

The Board believes Mr.

Cavanaugh’s extensive executive

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

business and grow its operations.

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

is also a director of Bristol Investment Fund, Ltd, a private investment fund.

He served as Chief Financial Officer, General Counsel

and Secretary of Research Solutions, Inc.

RSSS) from 2007 to 2011 and Chief Compliance Officer and Counsel to Bristol Capital

Advisors, LLC, an SEC-registered investment adviser, from 2006 to 2008.

McKilligan earned his law degree from Cornell Law School,

his MBA from the University of Chicago Booth School of Business, and his undergraduate degree in Accountancy from the University of Illinois

at Urbana-Champaign.

He is a member of the State Bar of California, the New York State Bar Association and the Florida Bar.

Brandon Zipp, Chief Science Officer, joined the Company in December 2012 as Staff Scientist.

Zipp became Director of Research

and Development in 2014, and was appointed as Chief Science Officer in 2020.

Zipp received a Ph.D.

in Biochemistry and Molecular

Biology and a B.S.

in Molecular and Cellular Biology from the University of California at Davis.

accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting

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

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

to the Board based on its findings.

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

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

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

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

except to the extent permitted by such rules.

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

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

Cavanaugh, our Chief

Executive Officer.

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

and Committee Meetings

Board of Directors held four meetings during the year ended December 31, 2023.

The directors also, on occasion, communicate informally

to discuss the affairs of the Company and, when appropriate, take formal action by written consent of all of the directors, in accordance

with our Certificate of Incorporation, Bylaws and Nevada law.

Our Board has three standing committees:

the Audit Committee, the Compensation

Committee and the Nomination and Corporate Governance Committee.

Members of such committees met formally and informally from time to

time throughout the year ended December 31, 2023 on committee matters, with the Audit Committee holding four meetings, the Compensation

Committee holding one meeting, and the Nomination and Corporate Governance Committee holding no meetings.

Each director attended, in

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

at Annual Meeting

the Company does not have a policy with respect to attendance by members of the Board of Directors at its annual meeting of stockholders,

all directors are encouraged to attend.

The Board of Directors has three standing committees:

an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance

Celeste is currently the sole member of our Audit Committee.

Our Board has determined that Mr.

Celeste is independent

within the meaning of applicable SEC rules and qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5)(ii)

of SEC Regulation S-K.

The Audit Committee has oversight responsibilities for, among other things:

the preparation of our financial statements;

oversight of our financial reporting and disclosure processes;

the administration, maintenance and review of our system of internal controls

regarding accounting compliance;

the appointment of our independent registered public accounting firm and review of its qualifications

and independence;

the review of reports, written statements and letters from our independent registered public accounting firm;

compliance with legal and regulatory requirements in connection with the foregoing.

The Compensation Committee currently consists of Messrs.

Feighan and Celeste, with Mr.

Feighan serving as Chairman.

Our Board has determined that Messrs.

Feighan and Celeste meet the definition of a “non-employee director” under Rule 16b-3

under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code for “outside

directors.” The duties of our Compensation Committee include, without limitation:

reviewing, approving and administering our compensation

programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies

and objectives;

determining the objectives of our executive officer compensation programs and the specific objectives relating to CEO

compensation, including evaluating the performance of the CEO in light of those objectives;

approving the compensation of our other executive

officers and our directors;

review and recommend for approval by the Board the frequency with which the Company should submit to the

stockholders an advisory vote on the compensation of the Company’s named executive officers, taking into account any prior stockholder

advisory vote on the frequency with which the Company shall hold a stockholder advisory vote on compensation of the Company’s named

executive officers;

and administering our as-in-effect incentive-compensation and equity-based plans.

In making its compensation decisions

and recommendations (other than with respect to the compensation of our Chief Executive Officer), the Compensation Committee takes into

account the recommendation of our Chief Executive Officer.

Other than giving his recommendation, our Chief Executive Officer does not

participate in the Compensation Committee’s decisions regarding his own compensation.

and Corporate Governance Committee .

The Nomination and Corporate Governance Committee of our Board of Directors currently consists

Feighan and Celeste, with Mr.

Feighan serving as Chairman.

The responsibilities of the Nomination and Corporate Governance

Committee include, without limitation:

assisting in the identification of nominees for election to our Board of Directors, consistent

with approved qualifications and criteria;

determining the composition of the Board of Directors and its committees;

recommending to

the Board of Directors the director nominees for the annual meeting of stockholders;

establishing and monitoring a process of assessing

the effectiveness of the Board of Directors;

developing and overseeing a set of corporate governance guidelines and procedures;

and overseeing

the evaluation of our directors and executive officers.

In considering potential new directors, the Committee may review individuals

from various disciplines and backgrounds.

Among the qualifications to be considered in the selection of candidates are broad experience

in business, finance or administration;

familiarity with the Company’s industry;

and prominence and reputation.

Our Board of Directors

does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee.

Board of Directors does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board

of Directors believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix

of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities.

The Board does not currently

use an independent search firm in identifying candidates for service on the Board.

Leadership Structure

Feighan serves as Chairman of the Board, a position he has held since November 2018.

The Company has determined its current structure

to be most effective as the Chairman serves as a liaison between its directors and management and helps to maintain communication and

discussion among the Board and management, while allowing the CEO to focus on the execution of business strategy, growth and development.

The Chairman serves in a presiding capacity at Board meetings and has such other duties as are determined by the Board from time to time.

Board’s Role in Risk Oversight

Board oversees the Company’s risk management efforts by reviewing information provided by management in order to oversee risk identification,

risk management, and risk mitigation strategies.

Our Board committees assist the Board in overseeing our material risks by focusing on

risks related to the particular area of concentration of that committee.

For example, our Compensation Committee oversees risks related

to our executive compensation plans and arrangements, our Audit Committee oversees the financial reporting, internal control and related-party

transaction risks, and our Nomination and Corporate Governance Committee oversees risks associated with the business conduct of the Company.

Each committee reports its discussions of the applicable relevant risks at such Board meetings as appropriate.

The full Board of Directors

incorporates the insight provided by these reports into its overall risk management analysis.

Communications

with Directors

may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors.

Such communication

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

Richard McKilligan, Corporate Secretary

Park Avenue, Suite 400

communications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitute

a communication to our directors.

Any contents that are not in the nature of advertising, promotions of a product or service, or patently

offensive material will be forwarded promptly to the director or directors to whom it is addressed.

In the case of communications to

our Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee.

Committee Interlocks and Insider Participation

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

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

of Business Conduct and Ethics

Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief

Financial Officer.

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

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our

equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of

and transactions in our common stock and other equity securities.

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

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

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

the under the Range Impact, Inc.

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

Executive Compensation

The following table summarizes all compensation

recorded by us in each of the fiscal years ended March 31, 2012 and March 31, 2011 for (i) our current principal executive and

financial officer, (ii) our former principal executive and financial officers and (iii) our next most highly compensated executive

officer other than our principal executive officer and principal financial officer serving as an executive officer at the end of

fiscal year 2012 and whose total compensation exceeded $100,000 in fiscal year 2012 (none).

Summary Compensation Table

Tao Chen, former President, CEO, Secretary, Treasurer (2)

Avtar Dhillon, Interim Principal Executive and Financial Officer (3)

Robert Brooke, Chief Executive Officer (principal executive and financial officer) (4)

__________________________

(1) Reflects the dollar amount of the grant date fair value

of awards granted during the respective fiscal years, measured in accordance with Accounting Standards Codification Topic 718 and

without adjustment for estimated forfeitures.

The underlying stock price used by the Company in computing the fair value of the

options was an estimate of the stock price per share agreed to by a third-party investor in a financing agreement dated February

Chen served as a director and as our President, Chief

Executive Officer, Secretary and Treasurer from our incorporation on February 8, 2008 until his resignation on August 17, 2011.

Chen received no compensation for his services as an officer and director during the fiscal year ended March 31, 2012.

Chen received $5,000 in consulting fees during the fiscal year ended March 31, 2011 and $6,000 in consulting fees during the

fiscal year ended March 31, 2012.

Dhillon served as our Interim Principal Executive and

Financial Officer from August 17, 2011 until the appointment of Mr.

Brooke on January 31, 2012.

Dhillon received no compensation

for his services as Interim Principal Executive and Financial Officer.

Dhillon has served as a director since August 17, 2011

and as Chairman of Our Board of Directors since January 31, 2012.

On February 23, 2012, in consideration for his services as a

director and as Chairman, Dr.

Dhillon was granted an option to purchase 500,000 shares of common stock with an exercise price of

$0.10 per share.

The option vests in full on April 1, 2012.

Brooke was appointed as our Chief Executive Officer

on January 31, 2012.

He previously served as our Vice President, Business Development in October 2011.

Concurrently with his appointment

as Chief Executive Officer, he was also appointed principal financial and accounting officer.

Employment Agreements

On January 31, 2012, our Board of Directors

appointed Robert Brooke as our Chief Executive Officer, Secretary, Treasurer, and director.

On January 31, 2011, we entered into

an Executive Employment Agreement with Mr.

Under the agreement, Mr.

Brooke will receive an initial annual base salary of

$100,000 and will be eligible to participate in the benefits made generally available to similarly-situated executives.

The agreement

further provides that if Mr.

Brooke is terminated other than for cause, death or disability, he is entitled to receive severance

payments equal to six months of his base salary.

Brooke terminates his employment with us with good reason following a change

of control, Mr.

Brooke is entitled to receive severance payments equal to 12 months of his base salary.

Severance payments will

be reduced by any remuneration paid to Mr.

Brooke because of Mr.

Brooke’s employment or self-employment during the applicable

severance period.

The Executive Employment Agreement has an initial term of two years.

Under the Executive Employment Agreement,

termination for “good reason”

means a termination by Mr.

Brooke following the occurrence of any of the following events

Brooke’s consent within six months of a change of control:

(a) a change in Mr.

Brooke’s position that materially

reduces his level of responsibility;

(b) a material reduction in Mr.

Brooke’s base salary, except for reductions that are

comparable to reductions generally applicable to similarly situated executives of the Company;

and (c) relocation of Mr.

Brooke’s

principal place of employment more than 25 miles.

The term “change of control”

is defined as a change in ownership

or control of the Company effected through a merger, consolidation or acquisition by any person or related group of persons (other

than an acquisition by the Company, a Company-sponsored employee benefit plan or by a person or persons that directly or indirectly

controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3

under the Securities Exchange Act of 1934) of securities possessing more than 50% of the total combined voting power of the outstanding

securities of the Company.

Outstanding Equity Awards At Fiscal Year-End

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

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

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

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

Compensation Table

(non-cash) (1)

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

Year Ended 12/31/23

Year Ended 12/31/22

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

Year Ended 12/31/23

Year Ended 12/31/22

Brandon Zipp, Chief Science Officer (4)

Year Ended 12/31/23

Year Ended 12/31/22

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

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

in this Annual Report.

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

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

in December 2023.

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

November 2022.

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

November 2022.

Equity Awards at December 31, 2023

Option Awards

Options—(#)

Number of securities underlying unexercised option

Option Exercise

Unexercisable

Avtar Dhillon

Robert Brooke

(1) Represents an option to purchase 500,000 shares of our common stock granted to Dr.

Dhillon under

our 2012 Stock Incentive Plan on February 23, 2012.

The option has an exercise price

of $0.10 and vests in full on April 1, 2012.

Dhillon received the grant in connection with his service

as our director and did not receive any grants during his tenure as our Interim Principal Executive and Financial Officer.

Compensation of Directors

We have no formal plan for compensating

our directors for service in their capacities as director, although directors are entitled to reimbursement for reasonable travel

and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors.

During the fiscal

year ended March 31, 2011, no director received and/or accrued any compensation for their services as a director, including committee

participation and/or special assignments.

Director Compensation Table

No compensation was paid to our non-employee

directors during the fiscal year ended March 31, 2012Dr.

Avtar Dhillon, the Chairman of our Board of Directors, served as our Interim

Principal Executive and Financial Officer from August 17, 2011 until January 31, 2012.

Dhillon received no compensation for

his services as an executive officer.

On February 23, 2012, we granted to Dr.

Dhillon an option to purchase 500,000 shares of common

stock with an exercise price of $0.10 per share.

The options are exercisable in full on April 1, 2012.

This grant and any other

amounts received by Dr.

Dhillon for his services as a director are reflected in the Summary Compensation Table.

Tao Chen served as a director and as our President, Chief Executive

Officer, Secretary and Treasurer from our incorporation on February 8, 2008 until August 17, 2011.

Amounts received by Mr.

for his services as an officer and director during the fiscal years ended March 31, 2012 and 2011 are reflected in the Summary

Michael Cavanaugh (1)

Richard McKilligan (2)

Brandon Zipp (3)

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

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

purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully

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

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

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

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

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

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

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

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

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

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

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

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

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

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

There are no additional fees paid for meetings attended

although our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with

attendance at meetings of our Board of Directors and committees.

Compensation Table

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information

regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, owns more than 5% of our common

stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as

Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is:

c/o Stevia First Corp., 5225 Carlson Rd., Yuba City, CA 95993.

Shares of our common stock subject to options, warrants, convertible

notes or other rights currently exercisable or exercisable within 60 days of July 3, 2012, are deemed to be beneficially owned

and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights,

but are not deemed outstanding for computing the ownership percentage of any other person.

following table shows compensation paid to our non-employee directors during the year ended December 31, 2023:

(non-cash) (1)

Richard Celeste (1)

Edward Feighan (1)

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

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

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

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

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

Feighan held an option award to purchase 500,000

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

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

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

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

The method used and

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

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

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

following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our

knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all

of our current executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, the address

of each person named in the table is:

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

Shares of our common

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

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

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

Name of Beneficial Owner

Percentage Beneficially

Directors and Named Executive Officers:

Avtar Dhillon (3)

Anthony Maida, III

Robert Brooke

Current Directors and Executive Officers as a Group (3 persons)

*Less than 1%

(1) Based on 52,389,008 shares of our common stock issued and outstanding as of June 11, 2012.

Except as otherwise indicated, we

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

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

Beneficial ownership is determined

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

Chen was our sole named executive officer and director

during our fiscal year ended March 31, 2011.

His employment with us terminated and he resigned as a director in August 2011, following

the private sale of his shares of our common stock to Dr.

(3) Includes an option to purchase 500,000 shares of common

stock exercisable in full on April 1, 2012.

Securities Authorized for Issuance under Equity Compensation

Please see the information

disclosed under the same heading in Item 5 of this annual report.

Certain Relationships

and Related Transactions, and Director Independence

Transactions with Related Persons

On April 23, 2012, we entered into a lease

agreement with One World Ranches LLC pursuant to which we lease from One World Ranches LLC certain office and laboratory space

located at the address of our principal executive offices.

That lease agreement, which supersedes and replaces the commercial lease

agreement we previously entered for office and laboratory space at the same location, commenced on May 1, 2012 and expires on May

1, 2017, and our rent payments thereunder are $2,300 per month.

Also on April 23, 2012, we entered into

a lease agreement with Sutter Buttes LLC pursuant to which we lease from Sutter Buttes LLC approximately 1,000 acres of land in

Sutter County, California on which we intend to cultivate and harvest the stevia plant.

That lease agreement commenced on May 1,

2012 and expires on May 1, 2014, and we have pre-paid the aggregate amount of all rent payments thereunder, totaling $250,000.

One World Ranches LLC and Sutter Buttes

LLC, the owners of the property we lease and the landlords under the lease agreements, are jointly-owned by Dr.

Avtar Dhillon,

the Chairman of our Board of Directors, and his wife, Diljit Bains.

Both of the lease agreements were approved by our Board of

Directors while Dr.

Avtar Dhillon abstained from voting.

Except as described above, during the fiscal

years ended March 31, 2010, 2011 and 2012, and through the filing of this annual report, there have been no transactions, and there

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

of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years and in which

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

Director Independence

Our Board of Directors

has determined that Dr.

Anthony Maida and Dr.

Avtar Dhillon would qualify as “independent”

as that term is defined

Edward Feighan (2)

Michael Cavanaugh (3)

Brandon Zipp (4)

Richard Celeste (5)

Richard McKilligan (6)

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

Indemnity National Insurance Company (8)

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

Beneficial ownership is determined in accordance

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

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

Feighan, (ii) currently exercisable options to purchase

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

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

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

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

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

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

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

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

LoConti on December 14, 2023.

LoConti’s address is 200 Park Avenue,

Suite 400, Orange Village, Ohio 44122.

This information is based solely on the Schedule 13G filed by Indemnity National Insurance

Company (“INIC”) on November 7, 2023.

INIC’s address is 238 Bedford Way, Franklin, Tennessee 37064.

David Wiley, the

Chairman of INIC, indirectly has sole voting and investment powers with respect to the Company’s shares owned by INIC.

Certain Relationships and Related Transactions, and Director Independence

with Related Persons

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

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

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

had or will have a direct or indirect material interest.

Board of Directors has determined that Messrs.

Feighan and Celeste would qualify as “independent” as that term is defined

by Nasdaq Listing Rule 5605(a)(2).

Robert Brooke would not qualify as “independent”

because he currently serves

as our Chief Executive Officer.

Tao Chen did not qualify as “independent”

during the fiscal year ended March 31,

2012 because he served as our Chief Executive Officer and Chief Financial Officer during that period.

In addition, Dr.

served as our Interim Chief Executive Officer and Interim Chief Financial Officer during the fiscal year ended March 31, 2012 and

participated in the preparation of our financial statements during that time.

As a result, Dr.

Dhillon would not be considered

independent for purposes of membership on an audit committee under Nasdaq Listing Rules.

Principal Accounting Fees and

Independent Registered Public Accounting Firm’s Fee

The following table provides information

regarding the fees billed to us by Seale and Bears, CPAs, our independent registered public accounting firm, in the fiscal years

ended March 31, 2011 and 2012 for services rendered.

Cavanaugh would not qualify as “independent” because he currently serves as our Chief

Executive Officer.

Principal Accounting Fees and Services

Registered Public Accounting Firm’s Fee Summary

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

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

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

For the years ended March 31,

Audit Fees (1)

Audit-Related Fees

For the year ended

December 31, 2023

For the year ended

December 31, 2022

All Other Fees

Audit Fees consist of fees paid for fees billed for the annual

audit of our financial statements and other audit services including the provision of consents and the review of documents filed

with the SEC.

Pre-Approval Policies and Procedures

the fiscal years ended March 31, 2012 and 2011, our Board of Directors did not have a standing audit committee or a committee

performing similar functions and, during such periods, the entire Board of Directors performed the functions and duties generally

performed by a separately constituted audit committee.

Our Board of Directors approved the engagement of our independent registered

public accounting firm before its engagement to perform all audit or non-audit services rendered during such fiscal years.

On August 31, 2012, the Company, with the

approval of the of the Company’s Board of Directors, dismissed Seale & Beers, LLC (“Seale”) as the Company’s

independent registered public accounting firm engaged to audit the Company’s financial statements.

The reports issued by Seale relating to

its audits of the balance sheets of the Company as of March 31, 2012 and 2011, and the related statements of operations, stockholders’

equity (deficit) and cash flows for each of the fiscal years then ended and for the period from inception through June 30, 2012,

contained an explanatory paragraph raising substantial doubt about the Company’s ability to continue as a going concern.

Other than as disclosed above, such reports did not contain an adverse opinion or disclaimer of opinion and were not qualified

as to uncertainty, audit scope or accounting principles.

The Company’s decision to dismiss

Seale is not the result of any disagreement between the Company and Seale on matters of accounting principles or practices, financial

statement disclosure or auditing scope or procedures.

From December 6, 2009, the date of Seale’s appointment as the Company’s

independent registered public accounting firm, through August 31, 2012, there were no disagreements with Seale on any matter of

accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not

resolved to the satisfaction of Seale, would have caused Seale to make a reference thereto in connection with its reports.

to the rules of the Securities and Exchange Commission applicable to smaller reporting companies, Seale was not required to provide

an attestation as to the effectiveness of the Company’s internal control over financial reporting for any period since the

Company’s inception.

However, as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year

ended March 31, 2012 and Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended June 30, 2012, the Company’s

management determined that the Company’s internal control over financial reporting was not effective as of the end of such

periods due to the existence of material weaknesses related to (i) insufficient segregation of duties in the Company’s finance

and accounting functions due to limited personnel and (ii) insufficient corporate governance policies.

Other than as disclosed above, there were

no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the Company’s two most recent

fiscal years or during the subsequent interim period through August 31, 2012.

The Company’s Board of Directors discussed

the subject matter of each reportable event with Seale.

The Company authorized Seale to respond fully and without limitation to

all requests of the successor accountant concerning all matters related to the annual and interim periods audited and reviewed

by Seale, including with respect to the subject matter of each reportable event.

The Company provided Seale with a copy of

the above disclosures it is making in response to Item 4.01 of the Current Report on Form 8-K and requested Seale to furnish the

Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements,

and, if not, stating the respects in which it does not agree.

A copy of the letter dated September 4, 2012, is filed as Exhibit

16.1 to the Current Report on Form 8-K filed with the SEC on September 6, 2012.

On August 31, 2012, the Company, with the

approval of the Board of Directors, engaged Weinberg & Company, P.A.

("Weinberg”) as the Company's new independent

registered public accounting firm, effective immediately.

During the two fiscal years ended March 31, 2012 and 2011 and through

August 31, 2012, neither the Company, nor anyone on its behalf, consulted Weinberg regarding either (i) the application of accounting

principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect

to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Weinstein

that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting

or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K

and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Exhibits, Financial

Statement Schedules

(a) (1) The financial statements filed as a part of this

annual report are as follows:

Report of Independent Registered Accounting Firm

Balance Sheets as of March 31, 2012 and 2011

Statements of Operations for the years ended March 31, 2012 and 2011

Statements of Stockholders’

Equity for the years ended March 31, 2012 and 2011

Statements of Cash Flows for the years ended March 31, 2012 and 2011

(2) Schedules are omitted because they are not applicable

or the required information is shown in the financial statements or notes thereto.

(3) The exhibits filed with this Report are set forth in

the Exhibit Index.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

STEVIA FIRST CORP.

February 15, 2013

/s/ Robert Brooke

Robert Brooke

Chief Executive Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

/s/ Robert Brooke

Chief Executive Officer

( Principal Executive, Financial and Accounting Officer )

February 15, 2013

Robert Brooke

/s/ Avtar Dhillon

February 15, 2013

Avtar Dhillon

/s/ Anthony Maida

February 15, 2013

Anthony Maida, III

EXHIBIT INDEX

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

for the audit of

our annual financial statements.

The fees identified under this caption also include fees for professional services rendered by Meaden

& Moore, Ltd.

for the review of the financial statements included in our quarterly reports on Forms 10-Q.

In addition, the amounts

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

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

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

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

Policies and Procedures

Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed

for the Company by our independent registered public accounting firm, giving effect to the “de minimis” exception for ratification

of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does

not impair the auditor’s independence.

Since the establishment of our Audit Committee on August 24, 2012, the Audit Committee approved

in advance all services provided by our independent registered public accounting firm.

All engagements of our independent registered

public accounting firm for 2012 entered into prior to the establishment of the Audit Committee were pre-approved by the Board of Directors.

Exhibits, Financial Statement Schedules

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

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

Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

Notes to Consolidated Financial Statements

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

exhibits filed with this Annual Report are set forth in the Exhibit Index included at the end of this Annual Report, which is incorporated

herein by reference.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

August 8, 2024

Michael Cavanaugh

Executive Officer

Executive Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his or her

true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her

name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits

thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and

agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,

as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact

and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant

and in the capacities and on the dates indicated.

Michael Cavanaugh

Executive Officer and Director

Executive Officer)

/s/ Patricia Missal

Chief Financial Officer

August 8, 2024

Patricia Missal

(Principal Financial and Accounting Officer)

Edward Feighan

Richard Celeste

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

and Legend Mining Inc.

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

Articles of Incorporation of Stevia First Corp.

Articles of Merger, effective October 10, 2011

Certificate of Change, effective October 10, 2011

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

333-152830).)

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

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

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

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

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

Bylaws of Stevia First Corp.

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

333-152830).)

Certificate of Amendment of Bylaws of Stevia First Corp.

Promissory Note, dated July 3, 2011, issued in favor of Stevia First Corp.

Form of Convertible Debenture Subscription Agreement

Form of Convertible Debenture

Executive Employment Agreement, dated January 31, 2012, by and between Stevia First Corp.

and Robert T.

Stevia First Corp.

2012 Stock Incentive Plan

Form of Convertible Debenture

Subscription Agreement, dated February 7, 2012, by and between Stevia First Corp.

and the investor named on the signature pages thereto

Lease Agreement, dated April 23, 2012, by and between Stevia First Corp.

and One World Ranches LLC

Lease Agreement, dated April 23, 2012, by and between Stevia First Corp.

and Sutter Butte Ranches LLC

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act

Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

XBRL Instant Document**

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

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

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

Vitality Biopharma, Inc.

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

Amended and Restated Revolving

Promissory Note, dated as December 4, 2023 , made by the

Company, in favor of Independence Bank in the amount of $1,000,000 *

Revolving Collateral Note, dated

as June 16, 2023 , made by Range Environmental Resources, Inc.

and Range Natural Resources, Inc.,

in favor of Independence Bank in the amount of $1,000,000 *

Secured Promissory Note, dated

August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal amount of $2,035,250

Promissory Note, dated August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal

amount of $2,000,000 *

Consent of Meaden & Moore, Ltd.

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

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

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

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

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

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

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

Mine Safety Disclosures

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

2 unchanged sentences

XBRL Taxonomy Extension Label Linkbase Document

BRL Taxonomy Extension Presentation Linkbase Document**

Filed herewith

Management contract or compensatory plan or arrangement.

XBRL (Extensible Business Reporting Language) information is furnished and not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections.

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

Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008

Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011

Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008

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

Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2011

Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012

Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012

Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012

Incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012

Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 28, 2012

Index to Consolidated Financial Statements

Report of Independent Registered Accounting Firm

Balance Sheets as of March 31, 2012 and 2011

Statements of Operations for the years ended March 31, 2012 and 2011

Statements of Stockholders’

Equity for the years ended March 31, 2012 and 2011

Statements of Cash Flows for the years ended March 31, 2011 and 2011

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors

Stevia First Corp.

(Formerly Legend Mining, Inc.)

(A Development Stage Company)

Yuba City, California

We have audited the accompanying balance

sheets of Stevia First Corp.

(formerly Legend Mining, Inc.), a development stage company, (the “Company”) as of March

31, 2012 and 2011, and the related statements of operations, stockholders’

deficiency and cash flows for the years then ended

and for the period July 1, 2007 (inception) to March 31, 2012.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with

standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the

audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.

The Company is

not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Our audits included

consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over

financial reporting.

XBRL Taxonomy Extension Presentation Linkbase Document

contract or compensatory plan or arrangement.

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

Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

on the Financial Statements

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

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

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

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

In our opinion, the

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

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

generally accepted in the United States of America.

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

Our responsibility is to express an opinion

on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

An audit includes examining, on a test basis, evidence supporting

the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audits provide

reasonable basis for our opinion.

In our opinion, the financial statements

referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2012 and 2011,

and the results of its operations and its cash flows for the years then ended and for the period July 1, 2007 (inception) to March

31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company had a stockholders’

deficiency and has experienced recurring operating losses and negative operating cash flows since

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s

plans in regard to these matters are also described in Note 1 to the financial statements.

The accompanying financial statements

do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the

amounts and classifications of liabilities that might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California

November 5, 2012

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts

or disclosures to which they relate.

Audit Matter Description

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

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

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

The Company accounted

for this acquisition as a business combination.

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

of the transaction date.

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

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

The Company also utilized property

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

We identified the estimation of the fair value of

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

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

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

This required a

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

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

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

the Critical Audit Matter was Addressed in the Audit

audit procedures related to the following:

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

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

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

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

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

and independence of the specialist.

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

assumptions and estimates used in the valuation report.

We evaluated the accuracy and completeness

of the financial statement presentation and disclosures of the acquisition.

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

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

Meaden & Moore, Ltd.

& MOORE, LTD .

have served as the Company’s auditor since 2021.

March 29, 2024

BALANCE SHEETS

Current Assets

Security Deposit

Prepaid Expense

Cash and cash equivalents

Accounts receivable

Contract assets

Prepaid expenses

Total current assets

Liabilities and Stockholders' Deficiency

Long-term Assets

Property and equipment, net of accumulated depreciation

Total long-term assets

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable and accrued liabilities

Accounts Payable - Related Party

Notes Payable

Accrued Interest

Line of credit

Current portion of long-term debt

Accounts payable

Accrued expenses

Total current liabilities

Notes Payable, Convertible, long term

Less discount

Notes Payable, Convertible, long term, net of discount

Long-term Liabilities

Long-term debt, net of current portion

Total long-term debt

Total liabilities

Stockholders' Deficiency

Stockholders’ Equity

Common stock, par value $ 0.001 per share;

1,000,000,000 shares authorized;

51,650,000 and

51,450,000 shares issued and outstanding, respectively

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

Additional paid-in-capital

Deficit accumulated during the development stage

Total stockholders' deficiency

Total liabilities and stockholders' deficiency

The Accompanying Notes are an Integral Part of These Financial Statements

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

Accumulated deficit

( 47,081,799 )

( 50,212,854 )

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

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

STATEMENTS OF OPERATIONS

Twelve Months Ended

(Inception) to

December 31, 2023

December 31, 2022

Cost of services

Operating Expenses:

General and administrative

Leasehold Impairment Expense

Mineral Properties

Professional fees

Related Party Rent

Related Party Consulting Fee

Loss from operations

Other expenses

Foreign currency translation

Research and development

Total operating expenses

Income (loss) from operations

( 1,100,433 )

Other income (expense):

Gain on bargain purchase

Gain on loan forgiveness

Interest expense

Interest income

Total other income

Net income (loss)

$ ( 1,072,176 )

Net income (loss) per share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

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

STATEMENTS OF STOCKHOLDERS’ EQUITY

Balance, December 31, 2021

$ ( 49,140,678 )

Loss per share - Basic and diluted

Weighted Average Number of Common

Shares Outstanding

The Accompanying Notes are an Integral Part of These Financial Statements

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

Balance- July 1, 2007

November 28, 2007

Subscribed for cash

December 18, 2007

Subscribed for cash

January 18, 2008

Subscribed for cash

Balance- March 31, 2008

Balance- March 31, 2009

Balance- March 31, 2010

Balance- March 31, 2011

Subscribed for cash at $1.00

Beneficial Conversion Feature of convertible Debt

$ ( 381,641 )

Shares and warrants issued for cash

Shares issued in exchange for Range

Stock based compensation

Balance- March 31, 2012

( 1,072,176 )

The Accompanying Notes are an Integral

Part of These Financial Statements.

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

From July 1, 2007

Twelve Months Ended

(Inception) to

Operating activities

( 1,072,176 )

Balance, December 31, 2022

$ ( 50,212,854 )

Adjustments to reconcile net loss to net cash

Expenses paid on behalf of the Company by third party

$ ( 50,212,854 )

Shares and warrants issued for cash

Shares issued in exchange for warrants

Stock based compensation

Amortization of note discount

Net income (loss)

Balance, December 31, 2023

$ ( 47,081,799 )

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

STATEMENTS OF CASH FLOWS

December 31, 2023

December 31, 2022

Cash flows from operating activities:

Net income (loss)

$ ( 1,072,176 )

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

Gain on bargain purchase

( 1,875,150 )

Fair value of vested stock options

Changes in operating assets and liabilities:

Accounts receivable

( 6,204,026 )

Contract assets

Forgiveness of PPP loan

Prepaid expense

Accrued interest

Accounts payable - Related Party

Accounts payable and accrued liabilities

Net Cash Used in Operating Activities

Financing activities

Notes payable from third party

Notes payable, convertible

Shares subscribed for cash

Net Cash Provided by Financing Activities

Investing activities

Security deposit

Accounts payable

Accrued expenses

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures

( 1,118,664 )

( 5,813,057 )

Cash paid in consideration for Collins Building acquisition

( 1,000,000 )

Long-term debt issued for Collins Building acquisition

( 4,035,250 )

Cash paid for acquisition of land

( 1,008,897 )

Cash acquired in acquisition of Range Environmental Resources

Cash paid for acquisition of Range Environmental Resources

Net cash used in investing activities

Net increase in cash

Cash and Cash Equivalent - Beginning of Period

Cash and Cash Equivalent - End of Period

( 7,162,811 )

( 6,547,230 )

Cash provided by financing activities:

Proceeds from issuance of common shares and warrants

Proceeds from notes issued in acquisition of Collins Building

Proceeds from long-term debt

Repayment of long-term debt

( 1,650,659 )

Payoff of SBA disaster loan

Proceeds from (payoff of) line of credit

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Non-Cash Activities:

Loan (expenses paid on behalf of the Company by third party)

Beneficial Conversion of Convertible Notes Recorded as Note Discount

The Accompanying Notes are an Integral Part

of These Financial Statements.

STEVIA FIRST CORP.

(Formerly Legend Mining Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS FOR THE

MARCH 31, 2012 AND 2011

BUSINESS AND BASIS OF OPERATIONS

Stevia First Corp.

(the “Company”, “we”,

“us”

or “our”) formerly Legend Mining Inc., was incorporated under the laws of the State of Nevada on June

During the period from July 1, 2007 (inception) to June 30, 2011, the Company commenced operations by issuing shares

and acquiring a mineral property located in the Province of Saskatchewan, Canada.

The Company was unable to keep the mineral claim

in good standing due to lack of funding, and accordingly its interest in it has expired.

On October 10, 2011, the Company completed

a merger with its wholly-owned subsidiary, Stevia First Corp., whereby it changed its name from “Legend Mining Inc.”

to “Stevia First Corp.”

In connection with a related change in management, the addition of key personnel, and the lease

of property for laboratory and office space in California, the Company is now pursuing its new business as an agricultural biotechnology

company engaged in the cultivation and harvest of stevia leaf and the development of stevia products.

The Company has not

produced any revenues and is considered a development stage company.

The Company's fiscal year end is March 31.

Going Concern

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.

The Company has incurred losses since inception resulting in an accumulated deficit of $1,431,515

as at March 31, 2012, and further losses are anticipated in the development of its business raising substantial doubt about the

Company's ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary

should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent upon

the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and

repay its liabilities arising from normal business operations when they come due.

Management believes that it has sufficient cash

to fund operations for at least one year.

Management intends to finance operating costs over the next twelve months with existing

cash on hand, loans and private placements of equity or debt securities.

There is no assurance that the Company will be able to

obtain further loans, or that the Company will be able to raise sufficient funds through private placements or otherwise.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally

accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during the period.

Actual results could differ from those estimates.

It is management's opinion that all adjustments necessary for

the fair statement of the results for the interim period have been made.

All adjustments are of normal recurring nature, or a description

is included in these notes of the nature and amount of any adjustments other than normal recurring adjustments.

The carrying value of cash and accounts payable and accrued

liabilities approximates their fair value because of the short maturity of these instruments.

Unless otherwise noted, it is management's

opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The Company follows the liability method of accounting for income

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).

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.

Stock-Based Compensation

The Company periodically issues stock options and warrants to

employees and non-employees in capital raising transactions, for services and for financing costs.

The Company accounts for share-based

payments under the guidance as set forth in the Share-Based Payment Topic of the 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.

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.

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.

Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated

Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures

differ from those estimates.

The Company computes loss per share in accordance with ASC 260,

“Earnings per Share”

which requires presentation of both basic and diluted earnings per share on the face of the statement

of operations.

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number

of outstanding common shares during the period.

Diluted loss per share gives effect to all dilutive potential common shares outstanding

during the period.

Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

As of March 31, 2012, the Company has no potential dilutive

instruments and accordingly basic loss and diluted loss per share are the same.

Options to acquire 2,100,000 shares of common stock

at March 31, 2012 and 786,058 common shares issuable under convertible note agreements have been excluded from the calculation

at March 31, 2012 as the effect would have been anti-dilutive.

Recent Accounting Pronouncements

Management has evaluated the recently issued

accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact

on the financial position, results of operations, or cash flows of the Company.

The Company’s management has evaluated the recently issued

accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact

on the financial position, results of operations, or cash flows of the Company.

Supplemental non-cash investing and financing activities:

Shares issued for acquisition

Long-term debt from Range Reclamation Entities acquisition

Forgiveness of PPP loan

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

TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS

DECEMBER 31, 2023 AND 2022

BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

on June 29, 2007.

founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business.

In 2011, the Company

changed its name to Stevia First Corp.

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

In 2015, the Company changed its name to Vitality Biopharma, Inc.

and pursued a new strategy focused on developing cannabinoid-based

prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract.

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

and formed two wholly-owned operating subsidiaries:

Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug

development assets;

and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as

a holding company for the Company’s future impact investing businesses.

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

Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range

Reclamation Entities”).

The Range Reclamation Entities provide land reclamation, water restoration and environmental consulting

services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining conditions

or repurposing the land for natural, commercial, agricultural or recreational use.

The Range Reclamation Entities’ water restoration

services seek to improve rivers, streams and discharges through novel and innovative treatment applications to help customers meet their

various regulatory standards and requirements.

The Range Reclamation Entities also provide environmental consulting services to customers

typically in connection with land reclamation and water restoration projects and as an additional value-add service, sells water treatment

chemicals manufactured by third parties to their customers.

Range Natural also provides resource mining services for customers incidental

to the reclamation and repurposing of mine sites.

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

operating subsidiaries.

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

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

Virginia, as described in more detail in Note 2.

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

(i) Range Reclaim,

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

of Presentation

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

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

The consolidated financial statements include the accounts of

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

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

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

LLC, Aether Credit Ventures, Inc.

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

(dissolved in November 2023), NextGen

AgriTech, Inc.

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

(merged into Range Impact, Inc.

in December 2022), and have

been prepared in accordance with accounting principles generally accepted in the United States of America.

Intercompany balances and

transactions have been eliminated in consolidation.

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

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.

results could differ from those estimates.

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

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

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

Any excess of

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

Determining the

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

growth rates.

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

The core principle of the ASC 606

revenue recognition standard is that a company should recognize revenue by analyzing the following five steps:

(1) identify the

contract with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

the transaction price to the performance obligations;

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

Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer

on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project.

The Company also invoices customers and

recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project.

The Company invoices for

the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site.

Costs for equipment,

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

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

of control to the customer.

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

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

The Company recognizes revenue using a cost-based

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

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

The Company believes

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

to the customer.

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

variables and requires significant judgment.

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

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

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

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

Under this method, the impact of

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

Revenue and profit in future periods

of contract performance is recognized using the adjusted estimate.

If at any time the estimate of contract profitability indicates an

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

Modifications

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

Contracts are modified to account for changes in contract

specifications or requirements.

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

are accounted for as part of the existing contract.

and Expense Recognition

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

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

For stabilization contracts, costs are generally recognized as incurred.

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

Progress toward completion of the Company’s

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

This method is

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

Because of inherent uncertainties

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

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

OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

Year ended December 31, 2023

Year ended December 31, 2022

Earned over time

Point in time

Total revenue

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

such as indirect labor, tools and supplies.

For construction contracts, costs are generally recognized as incurred.

Under certain circumstances,

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

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

Excluded costs include both uninstalled materials and abnormal costs.

Abnormal costs comprise wasted materials, wasted or rework labor

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

A limited allowance for material overages

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

and Cash Equivalents

Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash

From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance

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

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

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

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

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

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

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

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

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

identifiable customer accounts considered at risk or uncollectible.

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

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

31, 2023 or 2022.

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

No bad debt expense was accrued in either of the years

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

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

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

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

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

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

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

later than one year from the balance sheet date.

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

OF CONTRACT ASSETS

Costs incurred on contracts in progress

Estimated earnings

Revenue earned on contracts in progress

Billings to date

Total contract assets

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

and Equipment

and equipment is carried at cost.

Expenditures for maintenance and repairs are charged to cost of services.

Additions and betterments

are capitalized.

The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts

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

OF PROPERTY AND EQUIPMENT

December 31, 2023

December 31, 2022

Property and equipment, gross

Accumulated depreciation

( 2,297,324 )

Net book value

Depreciation expense

Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income

tax purposes over the estimated six-year useful lives of the equipment.

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

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

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

lives can be recovered through projected future cash flows generated by the assets.

There were no assets identified for impairment.

GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that

it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired.

During interim periods, ASC 350

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

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

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

The Company first assessed certain qualitative factors

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

it is therefore necessary to perform the quantitative impairment test.

The qualitative analysis

indicated that a quantitative impairment test was not necessary .

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

Under this method, deferred income tax assets and liabilities

are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their

respective income tax basis (temporary differences).

The effect on deferred income tax assets and liabilities of a change in tax rates

is recognized as income (loss) in the period that includes the enactment date.

Company determines whether a contract is, or contains, a lease at inception.

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

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

payments arising from the lease.

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

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

The Company uses its incremental borrowing rate based on the

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

The Company had no lease

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

The laboratory space lease in Rocklin, California was renewed

in March 2022 and ends on March 31, 2023.

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

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

for services.

The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation, whereby the value

of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the

vesting period.

Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash

for the services.

The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations

with classification depending on the nature of the services rendered.

fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain

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

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

The assumptions

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

and Diluted Income (Loss) Per Share

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

shares during the period.

Shares of restricted stock are included in the basic weighted average number of common shares outstanding from

the time they vest.

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

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

all dilutive potential common shares had been issued.

Diluted loss per share excludes all potential common shares if their effect is

anti-dilutive.

The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as

their inclusion would be anti-dilutive:

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

December 31, 2023

December 31, 2022

Anti-dilutive loss per share

and Patent Application Costs

the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from

the patents is uncertain.

Accordingly, patent costs are expensed as incurred.

and Development

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

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

Research and development

costs are expensed as incurred.

Value of Financial Instruments

ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments.

instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt.

The carrying amounts

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

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

(i) Range Reclaim;

(ii) Range Water;

(iii) Range Security;

and (v) Drug Development.

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

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

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

to mining and non-mining customers throughout Appalachia .

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

operations in 2023.

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

identified as the Company’s Chief Executive Officer, who reviews operating results to make decisions about allocating

resources and assessing performance for the entire Company.

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

reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures

about products and services, major customers, and the countries in which the entity holds material assets and reports revenue.

material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and

similarities in:

economic characteristics;

nature of products and services;

and procurement, manufacturing, and distribution

Accounting Pronouncements

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

The standard requires a financial asset (including trade

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

Thus, the income statement

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

expected credit losses that have taken place during the period.

This standard was effective for smaller reporting companies for fiscal

years beginning after December 15, 2022.

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

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

Improvements to Reportable Segment

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

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

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

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

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

and type of each item.

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

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

significant segment expenses.

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

effective for interim periods.

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

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

The Company is evaluating the impact of adopting this

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

Improvements to Income Tax Disclosures.” This ASU

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

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

This ASU requires additional disclosures to the

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

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

jurisdictions.

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

The Company is evaluating

the impact of adopting this ASU.

ACQUISITION OF COLLINS BUILDING & CONTRACTING

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

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

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

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

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

The First Promissory Note is secured by

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

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

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

The fair values of the assets

acquired are set forth below.

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

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

OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE

Fair value of assets acquired:

Total assets acquired

Gain on bargain purchase price

( 1,875,150 )

Purchase price

Cash consideration

Long-term notes issued to the seller

Total purchase price

Acquisition transaction costs incurred

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

the year ended December 31, 2023.

ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES

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

Range Environmental Resources, Inc.

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

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

shareholders of the Range Reclamation Entities (the “Range Shareholders”) (the “Share Purchase Agreement”),

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

shares of the Company’s common stock to the Range Shareholders and paid cash consideration of $ 1,000,000

to the Range Shareholders for 80 %

of the outstanding common stock of each of the Range Reclamation Entities.

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

made certain misrepresentations in the Share Purchase Agreement.

On July 12, 2022, the Company entered into a Separation Agreement, by

and among the Company, Daedalus Ecosciences, the Range Reclamation Entities, and Justice and his spouse (the “Separation Agreement”)

pursuant to which Justice:

(a) acknowledged that his employment with the Range Reclamation Entities was terminated for cause effective

June 30, 2022;

(b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the

Share Purchase Agreement;

Daedalus Ecosciences cash in an amount of $250,000.

As a result, only 5,000,000 of the Company’s common stock issued to the Range

Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities.

Subsequently,

on October 11, 2022, Daedalus Ecosciences and Jeremy Starks, the remaining Range Shareholder (“Starks”), entered into a

share purchase agreement, effective as of May 11, 2022 (the “Starks Agreement”), pursuant to which Starks exchanged his 10 %

common stock ownership of the Range Reclamation Entities for 10 %

of the Cash Dividends and Sale Proceeds (as both terms are defined in the Starks Agreement) of the Range Reclamation Entities, as a

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

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

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

Company accounted for the above-referenced transactions as a business combination in accordance ASC 805 “Business

Combinations”.

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

The fair values of the assets acquired are set forth below.

The allocation of the purchase price is based on

management’s estimates.

SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE

Fair value of assets acquired:

Accounts receivables

Property and equipment

Total assets acquired

Fair value of liabilities assumed

Purchase price

Cash consideration

Common stock consideration

Total purchase price

Acquisition transaction costs incurred

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

brand reputation, customer base and employee relations.

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

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

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

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

Goodwill is included in the Range Reclaim segment as follows:

SCHEDULE OF GOODWILL

December 31, 2023

December 31, 2022

Range Reclaim Segment:

Beginning Balance

Ending Balance

of Common Stock and Warrants

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

shares of the Company’s common stock (the

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

per share and (ii) warrants to purchase up to

an additional 20,000,000

shares of the Company’s common stock at

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

The May 2022 Warrants expire on May 10, 2027.

The aggregate proceeds

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

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

shares and cash, as described in Note 3.

Only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered

outstanding as of December 31, 2022, in order to reflect the effects of the Separation Agreement.

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

shares of the Company’s common stock (the

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

per share and (ii) warrants to purchase up to

an additional 1,666,667

shares of the Company’s common stock at

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

The August 2022 Warrants expire on August 26, 2027.

The aggregate

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

April 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of (i) 2,733,334

shares of the Company’s common stock (the

“April 2023 Shares”) at a price of $ 0.15

per share and (ii) warrants to purchase up to

an additional 2,733,333

shares of the Company’s common stock at

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

The April 2023 Warrants expire on April 11, 2028.

The aggregate proceeds

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

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

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

After deducting for

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

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

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

The warrants that were exchanged were extinguished.

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

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

The aggregate proceeds

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

STOCK OPTIONS

options issued during the year ended December 31, 2023

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

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

per share that expire ten

years from the date of grant.

One option granted for 300,000

shares vests over two

years , the other 1,750,000

options vested upon grant.

The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton

Option Pricing model based on the following assumptions:

(i) a volatility rate of between 269.66 %

(ii) a discount rate of between 1.40 %

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

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

The total fair value of the option grants to

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

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

of which will be amortized over two

years from the date of grant.

At December 31, 2023, $ 22,450

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

options issued during the year ended December 31, 2022

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

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

per share that expire ten

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

The fair value of each option award was estimated on the date of grant

using the Black-Scholes-Merton Option Pricing model based on the following assumptions:

(i) a volatility rate of 277.5 %,

(ii) a discount rate of 3.82 %,

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

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

The total fair value of the option grants to

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

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

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

OF STOCK OPTION ACTIVITY

of Underlying

Exercise Price

Balance outstanding at December 31, 2021

Balance outstanding at December 31, 2022

Balance outstanding at December 31, 2023

Balance exercisable at December 31, 2023

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

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

OF STOCK OPTION OUTSTANDING

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding, December 31, 2023

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.70

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

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding and Exercisable, December 31, 2023

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.70

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

OF WARRANTS ACTIVITY

of Underlying

Exercise Price

Balance outstanding at December 31, 2021

Balance outstanding and exercisable at December 31, 2022

Exchanged for shares of common stock

( 21,733,334 )

Balance outstanding and exercisable at December 31, 2023

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

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

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

NOTES PAYABLE

From inception through March 31, 2012, the Company issued 11

separate unsecured promissory notes with an aggregate principal amount of $196,800.

Each of the unsecured promissory notes was

payable upon demand and bore interest at 6.0% per annum.

CONVERTIBLE NOTES PAYABLE

On January 31, 2012, the Company issued

a $250,000 convertible debenture to a single investor.

The debenture bears interest at the rate of 6.0% per annum, payable semi-annually

in arrears on June 30 and December 31 of each year beginning on June 30, 2012.

The debenture is convertible at the holder’s

option into the Company’s common stock at an initial conversion price of $0.50 per share, subject to adjustment for stock

dividends and splits, subsequent rights offerings and pro rata distributions to our common stockholders.

We may elect to make interest

payments in common stock valued at the conversion price.

The entire principal balance of the debenture is due and payable three

years following its issuance unless earlier redeemed by us in accordance with its terms.

We may repay the principal and interest

owing under the debenture in common stock at maturity or upon redemption of the debenture.

The debenture also provides for customary

events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the debenture

to become or to be declared due and payable.

On February 7, 2012, the Company entered

into a Subscription Agreement (the “Subscription Agreement”) with one investor in a private placement, pursuant to

which such investor irrevocably agreed to purchase $1,250,000 in common stock and convertible debentures from the Company over

a twelve month period beginning on March 1, 2012.

Under the Subscription Agreement, the investor agreed to purchase an aggregate

of 625,000 shares of common stock and convertible debentures with an aggregate principal amount of $625,000 in five tranches, for

proceeds to us of $250,000 per tranche, convertible into a total of 693,774 shares of our common stock at prices ranging from $0.65

The conversion price of the common stock underlying each of the convertible debentures is subject to adjustment upon

a reclassification or other change in the Company’s outstanding common stock and certain distributions to all holders of

the Company’s common stock.

The entire principal balance of each debenture is due and payable three years following its date

of issuance unless earlier redeemed by the Company in accordance with its terms.

As of March 31, 2012, the Company had received

$200,000 in proceeds attributable to the issuance of convertible debentures under the Subscription Agreement.

Certain of the convertible debentures issued

to the investor pursuant to the Subscription Agreement were required to be issued with conversion prices less than the market price

of the Company’s common stock at the time of issuance, creating a beneficial conversion feature of $177,404 upon issuance.

The beneficial conversion feature was recorded as a discount to the notes payable and is being amortized over the life of the debentures,

the balance of which was $172,476 at March 31, 2012.

2012 Stock Incentive Plan

The Company has adopted a stock option and incentive plan (the

“2012 Stock Incentive Plan”).

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.

At March 31, 2012, options to purchase common shares were outstanding

Balance at March 31, 2011

Balance outstanding at March 31, 2012

Balance exercisable at March 31, 2012

A summary of the Company’s stock option activity for the

period ended March 31, 2012 is presented below:

Average Exercise

Weighted Average

Grant-date Stock

Options Outstanding, March 31, 2012

Exercisable , March 31, 2012

Through March 31, 2012, we had expensed total stock-based compensation

of $979,880 and the remaining unamortized cost of the outstanding stock-based awards was $1,117,810.

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 .

Future option grants will increase the amount of compensation expense that will be recorded.

The intrinsic value of all outstanding stock options at March

31, 2012, was $3,129,000.

Assumptions used in valuing stock options granted during the

year ended March 31, 2012 are as follows:

(i) volatility rate of 228%, (ii) discount rate of 4.3%, (iii) zero expected dividend

yield, and (iv) expected life of 10 years for those options granted to consultants based upon the contractual term of the options

and an expected life of approximately 5 years for those granted to employees.

For employees the expected life is the average of

the term of the option and the vesting period.

The Company has no tax provision for any period presented due

to our history of operating losses.

As of March 31, 2012, the Company had net operating loss carry forwards of approximately $1,431,515

that may be available to reduce future years' taxable income through 2028.

Future tax benefits which may arise as a result of these

losses have not been recognized in these financial statements, as management has determined that their realization is not likely

to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss

carry-forwards.

RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS

Effective as of September 1, 2011, the Company entered into

an unsecured lease agreement with World Ranches LLC (“One World Ranches”), which is jointly-owned by Dr.

Avtar Dhillon,

the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, for office and laboratory space located at 5225

Carlson Rd., Yuba City, CA 95993 for a term of five years expiring on September 1, 2016 at a rate of $1,000 per month.

of March 31, 2012, remaining payments due over the term of the lease agreement totaled $48,000.

Also refer to Note 9 - Subsequent

Effective as of January 1, 2012, the Company modified the lease

agreement to provide for additional office and laboratory space for an additional $500 per month, for a total rental payment of

$1,500 per month.

As a result, as of March 31, 2012, the remaining payments due over the term of the lease agreement total

As of the April 23, 2012 amendment to the lease agreement, the

remaining scheduled minimum rental payments required for each of the five succeeding fiscal years are as follows:

SECURITY DEPOSIT

The Company has paid a refundable security deposit of $1,500

to One World Ranches under the lease agreement of the office and laboratory space located at 5225 Carlson Rd., Yuba City, CA.

see to Note 7 –

Related Party Transactions and Lease Obligations.

SUBSEQUENT EVENTS

On April 23, 2012, the Company entered into a lease agreement

(the “Carlson Lease”) with One World Ranches, 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 95993.

The Carlson Lease

begins on May 1, 2012 and expires on May 1, 2017 and the Company’s rent payments thereunder are $2,300 per month.

Carlson Lease supersedes and replaces the commercial lease agreement previously entered by the Company for certain office and laboratory

space at the same location.

Also see Note 9 - Related Party Transactions.

On April 23, 2012, the Company entered into a lease agreement

(the “Sutter Lease”) with Sutter Buttes LLC (“Sutter Buttes”), pursuant to which the Company has agreed

to lease from Sutter Buttes approximately 1,000 acres of land in Sutter County, California on which the Company may either cultivate

and harvest the stevia plant or locate stevia processing facilities.

The Sutter Lease begins on May 1, 2012 and expires on

May 1, 2014 and the Company has paid the aggregate amount of all rent payments thereunder, totaling $250,000.

One World Ranches

and Sutter Buttes, the landlords under the Carlson Lease and the Sutter Lease, respectively, are each jointly-owned by Dr.

Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains.

On May 24, 2012, the Company entered into note exchange agreements

(each, a “Note Exchange Agreement”) with two holders of the Company’s outstanding promissory notes.

holders collectively hold eleven separate promissory notes for an aggregate principal amount of $196,800 that were issued by the

Company on dates ranging from December 23, 2008 to October 26, 2011 and bear interest at a rate of 6.0% per annum.

Pursuant to the Note Exchange Agreements, at the closing on

May 25, 2012 thereunder all principal and accrued but unpaid interest under each holder’s outstanding promissory notes, totaling

approximately $214,008 was canceled in exchange for 214,008 shares of the Company’s common stock issued at a conversion rate

of $1.00 per share.

On May 22, 2012, the Company received an advance payment of

$850,000 from the investor under the subscription agreement entered into on February 7, 2012 (the “Subscription Agreement”),

which represents all remaining amounts owed by the investor under the Subscription Agreement.

The company issued 425,000 shares

of common stock and convertible debentures with a principal amount of $425,000 in exchange for the $850,000 payment.

Pursuant to the terms of the Subscription Agreement, the investor

thereunder agreed to purchase from the Company an aggregate of 625,000 shares of common stock and convertible debentures with an

aggregate principal amount of $625,000 in five tranches over a twelve month period beginning on March 1, 2012.

Company’s receipt of the investor’s advance payment of $850,000, the investor had purchased 200,000 shares of common

stock and convertible debentures with a principal amount of $200,000 under the Subscription Agreement for total proceeds to the

Company of $400,000.

In connection with the investor’s $850,000 advance payment, the Company has issued to the investor

425,000 shares of common stock and convertible debentures with the following principal amounts and exercise prices:

$50,000 debenture convertible into shares of common stock at a conversion price of $0.80;

(ii) a $125,000 debenture convertible

into shares of common stock at a conversion price of $0.95;

(iii) a $125,000 debenture convertible into shares of common stock

at a conversion price of $1.10;

and (iv) a $125,000 debenture convertible into shares of common stock at a conversion price of

with the aggregate principal amount of all such convertible debentures totaling $425,000.

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

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

The PPP loan had a

maturity date of March

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

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

On August 19, 2022, Range

Environmental received notice that the U.S.

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

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

PPP loan plus accrued interest.

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

during the year ended December 31, 2022.

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

On September 14, 2022, the Company paid the entire balance

due on this loan of $ 158,815 , including $ 8,815 in accrued interest.

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

LONG-TERM DEBT OBLIGATIONS

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

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

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

bearing interest at 7.0 %

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

$ 2,035,250 ,

bearing interest at 8.25 %

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

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

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

At December 31, 2023, the First Promissory Note

had an outstanding balance of $ 1,887,395

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

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

OF MATURITIES OF LONG TERM DEBT

Equipment Financing

Collins Promissory Notes

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

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

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

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

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

Total long-term debt

LINES OF CREDIT

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

In November 2023, the Company amended and

restated this line of credit.

The line of credit has a maturity date of November

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

above the prime rate ( 9.50 %

at December 31, 2023).

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

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

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

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

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

December 2024.

The loan has a maturity date of December

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

at December 31, 2023).

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

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

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

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Year-Ended December 31, 2023

Year-Ended December 31, 2022

Federal statutory tax rate

State tax rate, net of federal benefit

Total federal and state tax rate

Valuation allowance

Effective tax rate

tax assets and liabilities consist of the following:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

December 31, 2023

December 31, 2022

Net deferred tax assets:

Net operating loss carryforwards

Stock-based compensation

Research credits

Other Capitalized Costs

Operating lease liability

Gross deferred tax assets

valuation allowance

( 6,944,000 )

( 9,174,000 )

Total deferred tax assets

Deferred tax liabilities:

Derivative income

Operating lease right-of-use asset

Total deferred tax liabilities

Net deferred income tax assets (liabilities)

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

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

For the years ended December 31, 2023 and

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

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

Accordingly, the Company established a full

valuation allowance against its net deferred tax assets.

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

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

The valuation allowance

decreased by $ 2.2 million

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

during the year ended December 31, 2022.

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

to reduce future taxable income.

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

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

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

million and $ 18.3

million as of December 31, 2023 and December

31, 2022, respectively.

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

were approximately $ 16.6

million as of December 31, 2023 and 2022.

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

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

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

MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

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

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

receivable from the same customers were 70 %

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

Company’s largest customer were 62 %

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

COMMITMENTS AND CONTINGENCIES

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

While the Company believes that such

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

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

SEGMENT INFORMATION

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

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

major customers in financial statements.

The Company has five

reportable segments that are based on the following business units:

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

Range Land, and (v) Drug Development.

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

chief operating decision-maker has been identified as the Company’s Chief Executive Officer, who reviews operating results to

make decisions about allocating resources and assessing performance for the entire Company.

Existing guidance, which is based on a

management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report

annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material

assets and reports revenue.

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

similar customer base and similarities in:

economic characteristics;

nature of products and services;

and procurement, manufacturing

and distribution processes.

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

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

Water – biochar product development and water solutions business

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

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

Development – glycosylated cannabinoid drug development program

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

business segments began operating in 2023.

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

financial information concerning the Company’s reportable segments is shown as below:

OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT

For the year ended December 31, 2023

Range Reclaim

Range Security

Drug Development

Cost of services

Operating income (loss)

( 1,757,989 )

Net income (loss)

Interest expense

Capital expenditures for long-lived assets

For the year ended December 31, 2022

Range Reclaim

Drug Development

Cost of services

Operating income (loss)

( 1,391,062 )

( 1,100,433 )

Net income (loss)

( 1,417,842 )

( 1,072,176 )

Interest expense

Capital expenditures for long-lived assets

QUARTERLY DATA (UNAUDITED)

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

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

Summarized financial information for each quarter during

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

SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA

Quarter ended March 31, 2023

Quarter ended June 30, 2023

Quarter ended September 30, 2023

Quarter ended December 31, 2023

Income (loss) from operations

Net income (loss)

Net income (loss) per share – basic and diluted

Quarter ended March 31, 2022

Quarter ended June 30, 2022

Quarter ended September 30, 2022

Quarter ended December 31, 2022

Loss from operations

Net loss per share – basic and diluted

PRO FORMA DATA (UNAUDITED)

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

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

the beginning of the Company’s 2022 fiscal year.

OF PRO FORMA DATA INFORMATION

For the year ended

December 31, 2023

Acquired companies

Collins Building

All other companies

For the year ended

December 31, 2022

Net income (loss)

Acquired companies

Range Entities

All other companies

( 1,888,645 )

$ ( 1,235,473 )

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

What changed 10-K/A

Item 9A. Controls and Procedures