RANGE IMPACT, INC. 10-K/A

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We 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. Management’s Annual Report on Internal Control over Financial Reporting Our 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. Changes in Internal Control over Financial Reporting There 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. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 43 PART III Item 10. Directors, Executive Officers and Corporate Governance Set forth below is certain information regarding our current directors and executive officers: Name Position Age Director/Executive Officer Since Edward Feighan (2)(3) Chairman of the Board of Directors 76 November 2018 Richard Celeste (1)(2)(3) Director 86 January 2019 Michael Cavanaugh Director and Chief Executive Officer 49 November 2018 / May 2019 Richard McKilligan Chief Financial Officer and Counsel 60 May 2019 Dr. Brandon Zipp Chief Science Officer 42 September 2020 (1) Member of Audit Committee (2) Member of Compensation Committee (3) Member of Nomination and Corporate Governance Committee Business Experience The following is a brief account of the education and business experience of our current directors and executive officers: Edward 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. Mr. 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 years. 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. In 1996, Mr. Feighan was the founding CEO of Century Business Services (NYSE: CBZ). Mr. 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 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan 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 operations. Richard 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, CO). In addition, Mr. Celeste serves on the Boards of Battelle for Kids (Columbus, OH), The Gates Family Foundation (Denver, CO), and Fabindia Ltd. (India). Mr. 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. Mr. 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. Michael 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. In 2018, Mr. 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 companies. Mr. 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. 44 Richard McKilligan, Chief Financial Officer and Counsel, joined the Company in April 2012 as Controller, Counsel and Secretary. Mr. McKilligan 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. (NASDAQ: 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. Mr. 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. Dr. Brandon Zipp, Chief Science Officer, joined the Company in December 2012 as Staff Scientist. Dr. Zipp became Director of Research and Development in 2014, and was appointed as Chief Science Officer in 2020. Dr. 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. Term of Office In 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. Director Independence Pursuant 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. Board and Committee Meetings The 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. 45 Attendance at Annual Meeting Although 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. Committees General . The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee. Audit Committee . Mr. 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; and our compliance with legal and regulatory requirements in connection with the foregoing. Compensation Committee . 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. Nomination and Corporate Governance Committee . The Nomination and Corporate Governance Committee of our Board of Directors currently consists of Messrs. 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. Our 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. 46 Board Leadership Structure Mr. 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. The Board’s Role in Risk Oversight Our 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 Stockholders 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: Board of Directors Range Impact, Inc. c/o Richard McKilligan, Corporate Secretary 200 Park Avenue, Suite 400 Cleveland, Ohio 44122 All 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. Compensation Committee Interlocks and Insider Participation During 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 S-K). Code of Business Conduct and Ethics The 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/ Section 16(a) Beneficial Ownership Reporting Compliance Section 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. Based 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. 47 Item 11. Executive Compensation The 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 $100,000 during the year ended December 31, 2023. Summary Compensation Table Name Period Ending Salary ($) Option Awards (non-cash) (1) Total ($) Michael Cavanaugh, Chief Executive Officer (2) (principal executive officer) Year Ended 12/31/23 236,000 211,800 447,800 Year Ended 12/31/22 236,000 111,300 347,300 Richard McKilligan, Chief Financial Officer (3) (principal financial officer) Year Ended 12/31/23 180,000 - 180,000 Year Ended 12/31/22 180,000 37,100 217,100 Dr. Brandon Zipp, Chief Science Officer (4) Year Ended 12/31/23 180,000 - 180,000 Year Ended 12/31/22 180,000 37,100 217,100 (1) 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. (2) 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. (3) 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. (4) Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in November 2022. 48 Outstanding Equity Awards at December 31, 2023 Option Awards Number of securities underlying unexercised option Option Exercise Option Expiration Grant Date Exercisable Unexercisable Price ($) Date Michael Cavanaugh (1) 5/8/2019 500,000 - 0.35 5/8/2029 6/27/2019 250,000 - 0.30 6/27/2029 12/10/2021 350,000 - 0.277 12/10/2031 11/30/2022 750,000 0.18 11/30/2032 12/21/2023 1,000,000 0.212 12/21/2033 Richard McKilligan (2) 7/18/2016 370,234 - 0.50 7/18/2026 6/27/2019 250,000 - 0.30 6/27/2029 12/10/2021 150,000 - 0.277 12/10/2031 11/30/2022 250,000 0.18 11/30/2032 Brandon Zipp (3) 7/18/2016 370,234 - 0.50 7/18/2026 5/8/2019 500,000 - 0.35 5/8/2029 12/10/2021 150,000 - 0.277 12/10/2031 11/30/2022 250,000 0.18 11/30/2032 (1) Granted 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. (2) Granted 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. (3) Granted 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. Compensation of Directors Directors 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. 49 Director Compensation Table The following table shows compensation paid to our non-employee directors during the year ended December 31, 2023: Name Fees earned or paid in cash Option awards (non-cash) (1) All other compensation Total Richard Celeste (1) $ 36,000 $ 52,950 $ - $ 88,950 Edward Feighan (1) $ 136,000 $ 52,950 - $ 188,950 (1) As of December 31, 2023, the aggregate number of stock and option awards held by each of our non-employee directors was as follows: (i) Mr. 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. Item 12. 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, 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 Number of Shares Beneficially Owned Percentage Beneficially Owned (1) Directors and Named Executive Officers: Edward Feighan (2) 4,857,584 4.8 Michael Cavanaugh (3) 4,729,791 4.7 Dr. Brandon Zipp (4) 1,334,234 1.3 Richard Celeste (5) 1,250,000 1.2 Richard McKilligan (6) 1,030,234 1.0 All Directors and Executive Officers as a Group (5 persons) 13,201,843 13.1 Joseph E. LoConti (7) 20,827,180 20.6 Indemnity National Insurance Company (8) 21,333,333 21.1 (1) Based 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. (2) Includes (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. Feighan. 50 (3) Consists of (i) 1,879,791 shares of common stock and (ii) currently exercisable options to purchase 2,850,000 shares of common stock. (4) Consists of (i) 64,000 shares of common stock and (ii) currently exercisable options to purchase 1,270,234 shares of common stock. (5) Represents currently exercisable options to purchase 1,250,000 shares of common stock. (6) Consists of (i) 10,000 shares of common stock and (ii) currently exercisable options to purchase 1,020,234 shares of common stock. (7) This information is based solely on the Form 4 filed on Mr. LoConti on December 14, 2023. Mr. LoConti’s address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122. (8) 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. Item 13. Certain Relationships and Related Transactions, and Director Independence Transactions with Related Persons During 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. Director Independence Our 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). Mr. Cavanaugh would not qualify as “independent” because he currently serves as our Chief Executive Officer. Item 14. Principal Accounting Fees and Services Independent Registered Public Accounting Firm’s Fee Summary The 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 year ended December 31, 2023 For the year ended December 31, 2022 Audit Fees $ 183,350 $ 143,200 Tax Fees 32,800 13,671 All Other Fees - 1,900 Total Fees $ 216,150 $ 158,771 51 Audit Fees. 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 identified. Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting. All Other Fees . These fees consist primarily of accounting consultation fees related to potential collaborative agreements. We incurred no such fees during the year ended December 31, 2023. Pre-Approval Policies and Procedures Our 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. 52 PART IV Item 15. Exhibits, Financial Statement Schedules (a) (1) The financial statements filed as a part of this Annual Report are as follows: Report of Independent Registered Public Accounting Firm (PCAOB ID 314) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-7 Notes to Consolidated Financial Statements F-8 (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 Annual Report are set forth in the Exhibit Index included at the end of this Annual Report, which is incorporated herein by reference. Item 16. Form 10-K Summary None. 53 Signatures 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. RANGE IMPACT, INC. Date: August 8, 2024 By: /s/ Michael Cavanaugh Michael Cavanaugh Chief Executive Officer (Principal Executive Officer) KNOW 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. 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. SIGNATURE TITLE DATE /s/ Michael Cavanaugh Chief Executive Officer and Director August 8, 2024 Michael Cavanaugh (Principal Executive Officer) /s/ Patricia Missal Chief Financial Officer August 8, 2024 Patricia Missal (Principal Financial and Accounting Officer) /s/ Edward Feighan Director August 8, 2024 Edward Feighan /s/ Richard Celeste Director August 8, 2024 Richard Celeste 54 EXHIBIT INDEX 2.1 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.) 3.1.1 Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) 3.1.2 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.) 3.1.3 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.) 3.1.4 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.) 3.1.5 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.) 3.2.1. 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).) 3.2.2 Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.) 3.2.3. 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.) 10.10 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. 333-259010). 10.11# 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.) 10.12 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 * 10.13 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 * 10.14 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 * 10.15 Secured Promissory Note, dated August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal amount of $2,000,000 * 21.1* Subsidiaries 23.1* Consent of Meaden & Moore, Ltd. 23.3* Power of Attorney (included on the signature page to this Annual Report.) 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934 32.1* 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 32.2* 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 95 Mine Safety Disclosures 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith # Management contract or compensatory plan or arrangement. 55 Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 314 ) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-7 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Range Impact, Inc. Opinion on the Financial Statements We 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. Basis for Opinion These 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. As part 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. Our 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. Critical Audit Matters The 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. The 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. F- 2 Critical Audit Matter Description During 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. We 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. How the Critical Audit Matter was Addressed in the Audit Our audit procedures related to the following: ● We evaluated management’s and the appraiser’s identification of assets acquired in the appraiser’s report. ● We obtained management’s purchase price allocation detailing fair values assigned to acquired assets. ● We 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. ● We 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. In 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. /s/ Meaden & Moore, Ltd. MEADEN & MOORE, LTD . We have served as the Company’s auditor since 2021. Cleveland, Ohio March 29, 2024 F- 3 RANGE IMPACT, INC. CONSOLIDATED BALANCE SHEETS December 31 2023 2022 Assets Current Assets Cash and cash equivalents $ 2,176,800 $ 442,369 Accounts receivable 7,185,411 981,385 Contract assets 247,310 - Prepaid expenses 115,324 884 Total current assets 9,724,845 1,424,638 Long-term Assets Property and equipment, net of accumulated depreciation 13,301,902 6,045,514 Goodwill 751,421 751,421 Deposits 9,976 8,892 Total long-term assets 14,063,299 6,805,827 Total Assets $ 23,788,144 $ 8,230,465 Liabilities and Stockholders’ Equity Current Liabilities Line of credit $ 2,400,000 $ - Current portion of long-term debt 2,755,792 1,319,201 Accounts payable 3,714,014 233,808 Accrued expenses 101,283 - Total current liabilities 8,971,089 1,553,009 Long-term Liabilities Long-term debt, net of current portion 5,250,027 3,738,013 Total long-term debt 5,250,027 3,738,013 Total liabilities 14,221,116 5,291,022 Stockholders’ Equity Common stock, par value $ 0.001 per share; 1,000,000,000 shares authorized; 101,023,485 and 78,116,814 shares issued and outstanding, respectively 101,023 78,117 Additional paid-in-capital 56,547,804 53,074,180 Accumulated deficit ( 47,081,799 ) ( 50,212,854 ) Total stockholders’ equity 9,567,028 2,939,443 Total Liabilities and Stockholders’ Equity $ 23,788,144 $ 8,230,465 The accompanying notes are an integral part of these consolidated financial statements. F- 4 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2023 Year Ended December 31, 2022 Revenues $ 19,346,306 $ 4,832,278 Cost of services 13,111,497 3,439,026 Gross profit 6,234,809 1,393,252 Operating Expenses: General and administrative 4,021,556 2,022,882 Research and development 458,889 470,803 Total operating expenses 4,480,445 2,493,685 Income (loss) from operations 1,754,364 ( 1,100,433 ) Other income (expense): Gain on bargain purchase 1,875,150 - Gain on loan forgiveness - 109,435 Interest expense ( 505,917 ) ( 81,178 ) Interest income 7,458 - Total other income 1,376,691 28,257 Net income (loss) $ 3,131,055 $ ( 1,072,176 ) Net income (loss) per share – basic and diluted $ 0.04 $ ( 0.02 ) Weighted average number of common shares outstanding – basic and diluted 83,129,637 68,112,248 The accompanying notes are an integral part of these consolidated financial statements. F- 5 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Additional Common Stock Paid-in- Accumulated Shares Amount Capital Deficit Total Balance, December 31, 2021 51,450,147 $ 51,450 $ 48,707,587 $ ( 49,140,678 ) $ ( 381,641 ) Shares and warrants issued for cash 21,666,667 21,667 3,228,333 - 3,250,000 Shares issued in exchange for Range 5,000,000 5,000 745,000 - 750,000 Stock based compensation - - 393,260 - 393,260 Net loss - - - ( 1,072,176 ) ( 1,072,176 ) Balance, December 31, 2022 78,116,814 $ 78,117 $ 53,074,180 $ ( 50,212,854 ) $ 2,939,443 Balance 78,116,814 $ 78,117 $ 53,074,180 $ ( 50,212,854 ) $ 2,939,443 Shares and warrants issued for cash 20,733,337 20,733 3,089,267 - 3,110,000 Shares issued in exchange for warrants 2,173,334 2,173 ( 2,173 ) - - Stock based compensation - - 386,530 - 386,530 Net income - - - 3,131,055 3,131,055 Net income (loss) - - - 3,131,055 3,131,055 Balance, December 31, 2023 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ 9,567,028 Balance 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ 9,567,028 The accompanying notes are an integral part of these consolidated financial statements. F- 6 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 Year Ended December 31, 2022 Cash flows from operating activities: Net income (loss) $ 3,131,055 $ ( 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 386,530 393,260 Depreciation 1,781,573 395,543 Changes in operating assets and liabilities: Accounts receivable ( 6,204,026 ) ( 91,466 ) Contract assets ( 247,310 ) - Forgiveness of PPP loan - ( 109,435 ) Prepaid expense ( 114,440 ) 3,000 Accounts payable 3,480,206 ( 122,304 ) Accrued expenses 101,283 - Deposits ( 1,084 ) ( 200 ) Net cash provided by (used in) operating activities 438,637 ( 603,778 ) 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 - 15,827 Cash paid for acquisition of Range Environmental Resources - ( 750,000 ) Net cash used in investing activities ( 7,162,811 ) ( 6,547,230 ) Cash provided by financing activities: Proceeds from issuance of common shares and warrants 3,110,000 3,250,000 Proceeds from notes issued in acquisition of Collins Building 4,035,250 - Proceeds from long-term debt 564,014 5,091,177 Repayment of long-term debt ( 1,650,659 ) ( 277,328 ) Payoff of SBA disaster loan - ( 158,815 ) Proceeds from (payoff of) line of credit 2,400,000 ( 350,000 ) Net cash provided by financing activities 8,458,605 7,555,034 Net increase in cash and cash equivalents 1,734,431 404,026 Cash and cash equivalents - beginning of period 442,369 38,343 Cash and cash equivalents - end of period $ 2,176,800 $ 442,369 Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes $ - $ - Supplemental non-cash investing and financing activities: Shares issued for acquisition $ - $ 750,000 Long-term debt from Range Reclamation Entities acquisition $ - $ 243,365 Forgiveness of PPP loan $ - ( 109,435 ) The accompanying notes are an integral part of these consolidated financial statements. F- 7 RANGE IMPACT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. Originally 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 industry. 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. In October 2021, the Company changed its name to Malachite Innovations, Inc. and formed two wholly-owned operating subsidiaries: (i) Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets; and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as a holding company for the Company’s future impact investing businesses. In May 2022, Daedalus acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range Reclamation Entities”). The Range Reclamation Entities provide land reclamation, water restoration and environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial, agricultural or recreational use. The Range Reclamation Entities’ water restoration services seek to improve rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory standards and requirements. The Range Reclamation Entities also provide environmental consulting services to customers typically in connection with land reclamation and water restoration projects and as an additional value-add service, sells water treatment chemicals manufactured by third parties to their customers. Range Natural also provides resource mining services for customers incidental to the reclamation and repurposing of mine sites. In 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. In 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. In 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. Basis of Presentation The 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. F- 8 Use of Estimates The 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. Actual results could differ from those estimates. Business Combinations Business 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 date. 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. Revenue Recognition The 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; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The 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 completion. 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. Contract Estimates Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. 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. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted 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. F- 9 Contract Modifications Contract 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. Cost and Expense Recognition Contract 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. The 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. Revenue earned over time compared to a point in time is as follows for the years ended December 31, 2023 and 2022. SCHEDULE OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME Year ended December 31, 2023 Year ended December 31, 2022 Earned over time $ 2,824,387 $ - Point in time 16,521,919 4,832,278 Total revenue 19,346,306 4,832,278 Cost of Services Contract 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. Costs 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). Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. Accounts Receivable Included as a component of accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers. Billed contract receivables have been invoiced to customers based on contracted amounts. Contract receivables were $ 2,100,255 as of December 31, 2023. There were no reclamation contracts receivable as of December 31, 2022 and 2021. F- 10 The 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. Contract Assets Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the customer. The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date. Details of contract assets arising from reclamation contracts in process as of December 31, 2023 are as follows: SCHEDULE OF CONTRACT ASSETS Costs incurred on contracts in progress $ 425,634 Estimated earnings 340,528 Revenue earned on contracts in progress 766,162 Less: Billings to date ( 518,852 ) Total contract assets $ 247,310 There were no contract assets as of December 31, 2022 or 2021. Property and Equipment Property 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. SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Equipment $ 13,835,929 $ 6,637,814 Land 1,563,797 - Buildings 199,500 - Property and equipment, gross 199,500 - Accumulated depreciation ( 2,297,324 ) ( 592,300 ) Net book value 13,301,902 6,045,514 Depreciation expense $ 1,781,573 $ 395,543 The 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. F- 11 The 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. Goodwill U.S. GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative impairment test is required. The Company performed its 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 . Income Taxes The 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. Leases The 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. Stock-Based Compensation The 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. The 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 dividends. 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. F- 12 Basic and Diluted Income (Loss) Per Share Basic 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: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Options 11,392,544 9,392,544 Warrants 3,313,335 22,313,335 Total 14,705,879 31,705,879 Anti-dilutive loss per share 14,705,879 31,705,879 Patents and Patent Application Costs Although 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. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial 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. Segments As of December 31, 2023, the Company has five operating business segments: (i) Range Reclaim; (ii) Range Water; (iii) Range Security; (iv) Range Land; and (v) Drug Development. Previously, beginning in October 2021, the Company began operating under two segments: (A) the 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. In 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. 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. F- 13 Recent Accounting Pronouncements In 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. In 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 ASU. In 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 threshold. 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. 2. ACQUISITION OF COLLINS BUILDING & CONTRACTING On August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration of $1,000,000, (b) a five-year secured promissory note in the principal amount of $2,000,000, bearing interest at 7.0% per annum (the “First Promissory Note”), and (c) a two-year secured promissory note in the principal amount of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”) . The First Promissory Note is secured by the acquired real property and quarry infrastructure, and the Second Promissory Note is secured by the acquired equipment. The Company accounted for the transaction 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 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 purchased. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Equipment $ 6,156,000 Land 554,900 Buildings 199,500 Total assets acquired 6,910,400 Less: Gain on bargain purchase price ( 1,875,150 ) Purchase price $ 5,035,250 Cash consideration 1,000,000 Long-term notes issued to the seller 4,035,250 Total purchase price $ 5,035,250 Acquisition transaction costs incurred $ 167,212 F- 14 Collins 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. 3. ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES In May 2022, the Company and its then wholly-owned subsidiary, Daedalus Ecosciences, Inc., entered into a share purchase agreement with Range Environmental Resources, Inc. (“Range Environmental”), and Range Natural Resources, Inc. (“Range Natural”, and collectively with Range Environmental, the “Range Reclamation Entities”), and the two (2) shareholders of the Range Reclamation Entities (the “Range Shareholders”) (the “Share Purchase Agreement”), 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. Subsequent 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; (c) transferred his 10% interest in each of the Range Reclamation Entities to Daedalus Ecosciences; and (d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities. 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 . The 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 assumed. 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: Cash $ 15,827 Accounts receivables 889,919 Property and equipment 628,000 Goodwill 751,421 Total assets acquired 2,285,167 Fair value of liabilities assumed ( 785,167 ) Purchase price $ 1,500,000 Cash consideration 750,000 Common stock consideration 750,000 Total purchase price $ 1,500,000 Acquisition transaction costs incurred $ 20,592 Goodwill has an assigned value of $ 751,421 and represents the value of the Range Reclamation Entities’ brand reputation, customer base and employee relations. F- 15 The 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. 4. GOODWILL The 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 . All Goodwill is included in the Range Reclaim segment as follows: SCHEDULE OF GOODWILL December 31, 2023 December 31, 2022 Range Reclaim Segment: Beginning Balance $ 751,421 $ - Acquisitions - 751,421 Ending Balance $ 751,421 $ 751,421 5. EQUITY Issuance of Common Stock and Warrants In 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 . In 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. In 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 . In 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 . In 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 . In 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. F- 16 In 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 . 6. STOCK OPTIONS Stock options issued during the year ended December 31, 2023 During 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 and $ 0.212 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 % and 277.5 %, (ii) a discount rate of between 1.40 % and 4.27 %, (iii) zero 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 , $ 386,530 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. Stock options issued during the year ended December 31, 2022 During 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 %, (iii) zero 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. A summary of the Company’s stock option activity during the years ended December 31, 2023 and 2022 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Number of Underlying Shares Weighted Average Exercise Price Balance outstanding at December 31, 2021 6,882,544 $ 0.69 Granted 2,650,000 0.18 Exercised - - Expired ( 140,000 ) 1.12 Forfeited - - Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted 2,050,000 0.20 Exercised - - Expired ( 50,000 ) 3.62 Forfeited - - Balance outstanding at December 31, 2023 11,392,544 $ 0.47 Balance exercisable at December 31, 2023 11,192,544 $ 0.48 At December 31, 2023, the 11,392,544 outstanding stock options had aggregate intrinsic value of $ 378,030 . F- 17 A summary of the Company’s stock options outstanding as of December 31, 2023 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, December 31, 2023 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 33,334 $ 3.10 - 3.80 $ 3.10 - 3.80 18,334 $ 4.00 - 4.70 $ 4.00 - 4.70 11,392,544 A summary of the Company’s stock options outstanding and exercisable as of December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding and Exercisable, December 31, 2023 100,000 $ 0.1337 $ 0.1337 2,850,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 33,334 $ 3.10 - 3.80 $ 3.10 - 3.80 18,334 $ 4.00 - 4.70 $ 4.00 - 4.70 11,192,544 7. WARRANTS A summary of warrants to purchase common stock issued during the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Underlying Shares Weighted Average Exercise Price Balance outstanding at December 31, 2021 646,668 $ 1.08 Granted 21,666,667 0.60 Exercised - - Expired - - Balance outstanding and exercisable at December 31, 2022 22,313,335 $ 0.61 Granted 2,733,334 0.60 Exchanged for shares of common stock ( 21,733,334 ) 0.60 Exercised - - Expired - - Balance outstanding and exercisable at December 31, 2023 3,313,335 $ 0.66 F- 18 In 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. At December 31, 2023 and December 31, 2022, the outstanding stock warrants had no intrinsic value. 8. NOTES PAYABLE Range 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. On 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. The Company had no notes payable outstanding as of December 31, 2023. 9. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on vehicles and equipment, which serves as the collateral, and debt issued as part of the acquisition of Collins Building. Interest rates on the equipment financings range from 3.69 % to 9.95 % for 2023 and mature between 2024 through 2028 . The Collins Building debt consists of a five-year secured promissory note with an original principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and a two-year secured promissory note with an original principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”, and, together with the First Promissory Note, the “Collins Promissory Notes”). The First Promissory Note is secured by the acquired real property and quarry infrastructure and the Second Promissory Note is secured by the acquired equipment. At 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 . A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT Equipment Financing Collins Promissory Notes 2024 – due between January 1, 2024 and December 31, 2024 $ 1,319,219 $ 1,436,573 2025 – due between January 1, 2025 and December 31, 2025 945,890 1,095,081 2026 – due between January 1, 2026 and December 31, 2026 785,023 408,289 2027 – due between January 1, 2027 and December 31, 2027 762,699 437,387 2028 and later – due on January 1, 2028 and thereafter 506,960 308,698 Total long-term debt $ 4,319,791 $ 3,686,028 F- 19 10. LINES OF CREDIT In 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 . In 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 . 11. INCOME TAXES The Company had no income tax expense for the year ended December 31, 2023 and 2022 due to its history of operating losses. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year-Ended December 31, 2023 Year-Ended December 31, 2022 Federal statutory tax rate - 21 % - 21 % State tax rate, net of federal benefit - 7 % - 7 % Total federal and state tax rate - 28 % - 28 % Valuation allowance 28 % 28 % Effective tax rate - % - % Deferred 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 4,718,000 6,690,000 Stock-based compensation 3,506,000 3,514,000 Goodwill 187,000 202,000 Research credits 342,000 86,000 Other Capitalized Costs 208,000 - Operating lease liability - - Gross deferred tax assets 8,961,000 10,492,000 Less: valuation allowance ( 6,944,000 ) ( 9,174,000 ) Total deferred tax assets 2,017,000 1,318,000 Deferred tax liabilities: Derivative income 1,108,000 1,108,000 Fixed Assets 909,000 210,000 Operating lease right-of-use asset - - Total deferred tax liabilities 2,017,000 1,318,000 Net deferred income tax assets (liabilities) - - F- 20 The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the 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. At 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. The 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. 12. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales 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. Accounts receivable from the same customers were 70 % and 29 %, 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. 13. COMMITMENTS AND CONTINGENCIES From 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. 14. SEGMENT INFORMATION ASC 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. F- 21 The five reportable segments that result from applying the aggregation criteria are as follows: ● Range Reclaim – land reclamation, water restoration, incidental mining and land repurposing ● Range Water – biochar product development and water solutions business ● Range Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses ● Range Land – mine land being acquired, reclaimed and repurposed for non-fossil fuel uses ● Drug Development – glycosylated cannabinoid drug development program The Company operated two reportable business segments, Range Reclaim and Drug Development, during the year ended December 31, 2022. The other business segments began operating in 2023. The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories For the year ended December 31, 2023 Range Reclaim Range Water Range Security Range Land Drug Development Corporate Total Sales $ 18,662,111 $ - $ 684,195 $ - $ - $ - $ 19,346,306 Cost of services 12,808,990 - 302,507 - - - 13,111,497 Gross profit 5,853,121 - 381,688 - - - 6,234,809 Operating income (loss) 3,784,444 ( 69,840 ) 269,772 ( 13,134 ) ( 458,889 ) ( 1,757,989 ) 1,754,364 Net income (loss) 3,407,546 ( 69,840 ) 269,548 ( 13,134 ) ( 458,889 ) ( 4,176 ) 3,131,055 Total assets 21,079,343 13,859 155,783 1,009,794 8,753 1,520,612 23,788,144 Depreciation 1,769,766 1,706 10,101 - - - 1,781,573 Interest expense 376,898 - 224 - - 128,795 505,917 Capital expenditures for long-lived assets $ 1,050,640 $ 15,350 $ 52,674 $ 1,008,897 $ - $ - $ 2,127,561 For the year ended December 31, 2022 Range Reclaim Drug Development Corporate Total Revenue $ 4,832,278 $ - $ - $ 4,832,278 Cost of services 3,439,026 - - 3,439,026 Gross profit 1,393,252 - - 1,393,252 Operating income (loss) 761,432 ( 470,803 ) ( 1,391,062 ) ( 1,100,433 ) Net income (loss) 816,469 ( 470,803 ) ( 1,417,842 ) ( 1,072,176 ) Total assets 6,056,568 - 2,173,897 8,230,465 Depreciation 395,543 - - 395,543 Interest expense 54,402 - 26,776 81,178 Capital expenditures for long-lived assets $ 5,813,057 $ - $ - $ 5,813,057 F- 22 15. QUARTERLY DATA (UNAUDITED) Quarterly 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 Revenues $ 3,014,887 $ 3,998,267 $ 5,455,633 $ 6,877,519 Gross profit 649,002 845,101 2,857,766 1,882,940 Income (loss) from operations ( 183,223 ) 153,693 1,659,871 124,023 Net income (loss) ( 226,860 ) 36,762 3,404,175 ( 83,022 ) Net income (loss) per share – basic and diluted - - 0.04 - Quarter ended March 31, 2022 Quarter ended June 30, 2022 Quarter ended September 30, 2022 Quarter ended December 31, 2022 Revenues $ - $ 639,359 $ 1,547,258 $ 2,645,661 Gross profit - 64,952 357,783 970,517 Loss from operations ( 443,671 ) ( 423,197 ) ( 198,002 ) ( 35,563 ) Net loss ( 447,974 ) ( 443,186 ) ( 119,616 ) ( 61,400 ) Net loss per share – basic and diluted ( 0.01 ) ( 0.01 ) - - 16. PRO FORMA DATA (UNAUDITED) The 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. SCHEDULE OF PRO FORMA DATA INFORMATION For the year ended December 31, 2023 Sales Net income Acquired companies - - Collins Building $ 4,005,645 $ 324,882 All other companies 16,561,233 2,812,244 Total $ 20,566,878 $ 3,137,126 For the year ended December 31, 2022 Sales Net income (loss) Acquired companies - - Range Entities $ 5,848,298 $ 653,172 All other companies - ( 1,888,645 ) Total $ 5,848,298 $ ( 1,235,473 ) F- 23