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Item 1. Financial Statements

2024-10-15 compared with 2024-08-08 · 310 added, 320 removed, 430 unchanged (59% of the section changed)

1 unchanged sentence

FINANCIAL STATEMENTS

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

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

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

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

CONSOLIDATED UNAUDITED BALANCE SHEETS AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

BALANCE SHEETS

June 30, 2024

December 31, 2023

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Current portion of long-term debt

Contract liabilities

Accrued expenses

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STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Cost of services

Gross profit (loss)

Operating expenses:

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Total operating expenses

Loss from operations

Profit (loss) from operations

( 1,003,906 )

( 2,060,593 )

Other income (expense):

1 unchanged sentence

Total other income (expense)

Income tax expense

$ ( 1,225,681 )

$ ( 2,439,521 )

$ ( 190,098 )

Net loss per share – basic and diluted

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Number of Shares

Paid-in Capital

Accumulated Deficit

Three Months Ended March 31, 2024 As

Restated, See Note 2

Three Months Ended June 30, 2024

Number of Shares

Accumulated Deficit

Balance as of December 31, 2023

Balance as of March 31, 2024

$ ( 48,295,639 )

Shares issued for cash

Stock based compensation

1 unchanged sentence

( 1,225,681 )

Balance as of March 31, 2024 (Unaudited)

Balance as of June 30, 2024

$ ( 49,521,320 )

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Number of Shares

Accumulated Deficit

Balance as of March 31, 2023

$ ( 50,439,714 )

Shares issued for cash

Fair value of vested stock options

Balance as of June 30, 2023

$ ( 50,402,952 )

Six Months Ended June 30, 2024

Number of Shares

Accumulated Deficit

Balance as of December 31, 2023

$ ( 47,081,799 )

Shares issued for cash

Stock based compensation

( 2,439,521 )

Balance as of March 31, 2023 (Unaudited)

( 2,439,521 )

Balance as of June 30, 2024

$ ( 49,521,320 )

Six Months Ended June 30, 2023

Number of Shares

Accumulated Deficit

Balance as of December 31, 2022

$ ( 50,212,854 )

Shares issued for cash

Fair value of vested stock options

Net income (loss)

Balance as of June 30, 2023

$ ( 50,402,952 )

accompanying notes to the consolidated financial statements.

STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 190,098 )

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

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

Fair value of vested stock options

1 unchanged sentence

Accounts receivable

( 1,421,296 )

Contract assets

( 1,127,652 )

Prepaid expenses and other current assets

1 unchanged sentence

( 1,677,147 )

Contract liabilities

Accrued expenses

Net cash provided by (used in) operating activities

Net cash (used in) operating activities

( 1,663,531 )

1 unchanged sentence

Equipment purchases

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Issuance of shares for cash

Proceeds from long-term debt

Repayment of long-term debt

Proceeds from line of credit

Net cash used in financing activities

( 1,189,556 )

Proceeds from (repayment of) line of credit

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

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TO CONSOLIDATED FINANCIAL STATEMENTS

MONTHS ENDED MARCH 31, 2024 AND 2023

AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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“Range Reclamation Entities”).

The Range Reclamation Entities provide land reclamation, water restoration and

environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning

land to pre-mining conditions or repurposing the land for natural, commercial, agricultural or recreational use.

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

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

Reclamation Entities also provide environmental consulting services to customers typically in connection with land reclamation and

water restoration projects and as an additional value-add service, sells water treatment chemicals manufactured by third parties to

its customers.

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

In December 2022, Daedalus was merged into the Company.

The Range Reclamation Entities provide land reclamation and water restoration 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 the water quality in rivers, streams and discharges through novel and innovative treatment

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

Range Natural also engages subcontractors

who control and are responsible for the mining and selling of coal to third-party customers incidental to the reclamation and repurposing

of mine sites.

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

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

CLV Azurite Land LLC, Collins Building & Contracting, Inc., Graphium

Biosciences, Inc., Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range

Reclaim, LLC, Range Security, LLC, Range Security Resources, LLC, Range Water, LLC, Terra Preta, LLC, Aether Credit Ventures, Inc.

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.

(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.

in December 2022), and have

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

Intercompany balances and

transactions have been eliminated in consolidation.

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

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

The Company also invoices customers

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

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

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

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

Sales taxes and other taxes that the Company

collects concurrent with revenue producing activities are excluded from revenue.

Costs for equipment, labor and chemicals are

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

The Company also invoices

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

All revenue is

recognized at a point in time.

The Company also invoices customers and

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

The Company invoices for

the sales of chemicals, stone and other products and recognizes revenue when the products are delivered to the customer’s designated

site or when control of these products is transferred to its customers, in an amount that reflects the consideration the Company expects

to be entitled to in exchange for those products.

Sales taxes and other taxes that the Company collects concurrent with revenue producing

activities are excluded from revenue.

Costs for equipment, labor and chemicals are generally expensed as incurred since the projects

are generally short-term and not subject to a contract.

The Company also invoices customers for the provision of environmental security

services at an agreed-upon hourly rate for each project.

All revenue is recognized at a point in time.

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

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

The Company believes

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

The Company believes the

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

to the customer.

Contract Estimates

Due to the nature of the Company’s performance

obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment.

a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related

estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the

estimated cost at completion.

The Company recognizes adjustments in estimated profit

on contracts under the cumulative catch-up method.

Under this method, the impact of the adjustment on profit recorded to date is recognized

in the period the adjustment is identified.

Revenue and profit in future periods of contract performance is recognized using the adjusted

If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire

loss is recognized in the period it is identified.

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

variables and requires significant judgment.

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

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

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

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

Under this method, the impact of

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

Revenue and profit in future periods

of contract performance is recognized using the adjusted estimate.

If at any time the estimate of contract profitability indicates an

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

Modifications

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

Contracts may be modified to account for changes in contract

specifications or requirements.

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

are accounted for as part of the existing contract.

Contracts may be modified to account for changes in

contract specifications or requirements.

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

therefore, are accounted for as part of the existing contract.

and Expense Recognition

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Because of inherent uncertainties

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

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

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

earned over time compared to a point in time is as follows for the three and six months ended June 30, 2024 and 2023.

OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

Quarter Ended

March 31, 2024

Quarter Ended

March 31, 2023

Three Months Ended

June 30, 2024

Three Months Ended

June 30, 2023

Earned over time

1 unchanged sentence

Total revenue

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

Earned over time

Point in time

Total revenue

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

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

Included as a component of accounts receivable are contract receivables

that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance

obligations under reclamation contracts with customers.

Billed contract receivables have been invoiced to customers based on contracted

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

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

31, 2023 in the consolidated balance sheets.

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

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

months ended March 31, 2023.

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

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

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

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

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

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

Contract receivables were $ 0 at June 30, 2024 and $ 2,100,255

as of December 31, 2023.

Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding

as of June 30, 2024 or December 31, 2023 in the consolidated balance sheets.

Based on management’s assessment, it has concluded

that losses on balances outstanding as of those dates will be immaterial and therefore, no allowances were recorded for the six months

ended June 31, 2024 or the six months ended June 30, 2023.

Accounts receivable, including contract receivables, were $ 4,388,785 and $ 7,185,411

at June 30, 2024 and December 31, 2023, respectively.

No credit loss expense was accrued in either the six months ended June 30, 2024

or the six months ended June 30, 2023 and there is no allowance for doubtful accounts as of June 30, 2024 or December 31, 2023.

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

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on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date.

of contract assets arising from reclamation contracts in process as of March 31, 2024 and December 31, 2023 are as follows:

of contract assets arising from reclamation contracts in process as of June 30, 2024 and December 31, 2023 are as follows:

OF CONTRACT ASSETS

March 31, 2024

June 30, 2024

December 31, 2023

Costs incurred on contracts in progress

4 unchanged sentences

Total contract assets

March 31, 2024

May 1, 2024, Range Minerals (“Range Minerals”) contracted with a mining contractor (“Contractor”) at the

Fola mining site in West Virginia.

Contractor subcontracted the mining work to a subcontractor (“Subcontractor”).

June 30, 2024, Contractor failed to perform.

On June 30, 2024, Range Minerals agreed to assume the liability of

$ 725,429 due from the Contractor to the Subcontractor in exchange for the ownership of the coal that had been mined by the

Subcontractor.

The inventory value of $ 725,429 is the cost of the inventory to the Contractor.

June 30, 2024

December 31, 2023

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

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

Net contract assets

Saleable coal inventory

Total coal inventory

and equipment is carried at cost.

5 unchanged sentences

OF PROPERTY AND EQUIPMENT

March 31, 2024

June 30, 2024

December 31, 2023

5 unchanged sentences

Depreciation expense

Company provides for depreciation of its buildings, property and equipment using the straight-line method for both financial

reporting and federal income tax purposes over the estimated six -year

useful lives of the assets.

Company provides for depreciation of its buildings, property and equipment using the straight-line method for both financial reporting

and federal income tax purposes over the estimated six -year useful lives of the assets.

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

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costs are classified as cost of sales.

GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not

(i.e., a likelihood greater than 50%) that the reporting unit is impaired.

During interim periods, ASC 350 requires companies to focus on those events and circumstances

that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative

impairment test is required.

The Company performed its quarterly impairment test

for goodwill on March 31, 2024.

The Company first assessed certain qualitative factors to determine whether it is more likely than not

that the fair value of the reporting unit is less than its carrying amount, and whether it is therefore necessary to

perform the quantitative impairment test.

The qualitative analysis indicated that a quantitative impairment test was not necessary .

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

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

During interim periods, ASC 350

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

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

Company performed its quarterly impairment test for goodwill on June 30, 2024.

The Company first assessed certain qualitative factors

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

it is therefore necessary to perform the quantitative impairment test.

The qualitative analysis

indicated that a quantitative impairment test was not necessary .

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

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

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

As of June 30, 2024, the Company had no material lease

commitments for longer than one year.

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

March 31, 2024

June 30, 2024

December 31, 2023

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

of March 31, 2024, the Company has six

operating business segments:

of June 30, 2024, the Company has six operating business segments:

(i) Range Reclaim;

1 unchanged sentence

(iii) Range Water;

(iv) Range Security;

(v) Range Land;

and (vi) Graphium Biosciences.

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

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

operating under the name Graphium Biosciences, and (B) the Range Reclaim segment, which provides land reclamation, water restoration and incidental mining to mining and

non-mining customers throughout Appalachia.

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

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

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

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

(A) the Drug Development segment, which reports the operating results of the Company’s broad portfolio of glycosylated

cannabinoid prodrugs operating under the name Graphium Biosciences, and (B) the Range Reclaim segment, which provides land reclamation,

water restoration and incidental coal mining to customers throughout Appalachia.

The Range Water, Range Security and Range Land business

segments began operations in 2023.

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

operating business segment, was separately reported as its own operating business segment focused on coal mining, using subcontractors,

and related reclamation activities, and the Drug Development segment was renamed Graphium Biosciences.

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

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the impact of adopting this ASU.

RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS

Company concluded it should restate its previously issued financial statements to include an expense that was inadvertently posted to

the improper period of April 2024 instead of the proper period of March 2024.

accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” the Company evaluated the corrections and has determined

that the related impact was material to the previously filed financial statement that contained the error, and the Company’s Form

10-Q for the quarterly period ended March 31, 2024 (the “Affected Quarterly Period”).

Therefore, the Company, in

consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present the additional expense

related to the three-month period ended March 31, 2024.

The previously presented Affected Quarterly Period should no longer be relied

impact of the restatement on the financial statements for the Affected Quarterly Period is presented below.

table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s

previously reported unaudited balance sheet as of March 31, 2024:

OF RESTATEMENT ON THE FINANCIAL STATEMENTS

As Previously Reported

As of March 31, 2024

As Previously Reported

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

Line of credit

Current portion of long-term debt

Contract liabilities

Accrued expenses

Total current liabilities

Long-term Liabilities

Long-term debt, net of current portion

Total long-term debt

Total liabilities

Stockholders’ Equity

Common stock, par value $ 0.001 per share;

1,000,000,000 shares authorized;

101,023,485 and 101,023,485 shares issued and outstanding, respectively

Additional paid-in-capital

Accumulated deficit

( 47,832,948 )

( 48,295,639 )

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s

previously reported unaudited consolidated statement of operations for the three-month period ended March 31, 2024:

As Previously Reported

Three Months Ended March 31, 2024

As Previously Reported

Cost of services

Operating expenses:

General and administrative

Research and development

Total operating expenses

Loss from operations

( 1,056,687 )

Other income (expense):

Interest expense

Total other income (expense)

$ ( 751,149 )

$ ( 1,213,840 )

Net loss per share – basic and diluted

table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s

previously reported unaudited statement of cash flows for the three-month period ended March 31, 2024:

As Previously Reported

Three Months Ended March 31, 2024

As Previously Reported

Cash flows from operating activities:

$ ( 751,149 )

$ ( 1,213,840 )

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

Fair value of vested stock options

Changes in operating assets and liabilities:

Accounts receivable

Contract assets

Prepaid expenses and other current assets

Accounts payable

( 2,007,621 )

Contract liabilities

Accrued expenses

Net cash provided by (used in) operating activities

( 1,113,045 )

Cash flows from investing activities:

Equipment purchases

Net cash used in investing activities

Cash flows from financing activities:

Net cash used in financing activities

Net decrease in cash and cash equivalents

( 1,509,102 )

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

ACQUISITION OF COLLINS BUILDING & CONTRACTING

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acquired are set forth below.

Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 .

Because the fair values exceeded the purchase price, a gain on the purchase of $ 1,875,150 was recognized.

The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment

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Acquisition transaction costs incurred

Building contributed revenues of $ 0

and net loss of $ 270,755

to the Company’s consolidated revenues and net loss for the three months ended March 31, 2024.

The net loss is a result of

depreciation on the equipment and buildings acquired in the transaction.

Collins Building did not contribute any revenue or net

income to the Company’s consolidated revenues and net income for the three months ended March 31, 2023.

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

Building’s operations contributed revenues of $ 0 and

net loss of $ 274,081

to the Company’s consolidated revenues and net loss for the three months ended June 30, 2024.

For the six months ended June

30, 2024, Collins Building’s operations contributed no

revenue and a net loss of $ 544,836 .

The losses stem primarily from depreciation of equipment and buildings purchased as part of the Collins Building acquisition.

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

three months and six months ended June 30, 2023.

All of the Company’s revenue generated by providing reclamation services on

abandoned mine land, which was historically the core business of Collins Building, has been recorded in the books and records of

Range Environmental.

is $ 751,421 at June 30, 2024 and at December 31, 2023.

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

2 unchanged sentences

SCHEDULE OF GOODWILL

March 31, 2024

June 30, 2024

December 31, 2023

3 unchanged sentences

STOCK OPTIONS

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

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

March 31, 2023.

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

in stock-based compensation expense.

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

compensation expense related to vested stock options.

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

options issued during the three months ended June 30, 2024 and the three months ended June 30, 2023

the three months ended June 30, 2024, the Company granted options to an officer to purchase 250,000 shares of the Company’s common

stock with an exercise price of $ 0.38 per share that expire ten years from the date of grant.

Options to 125,000 shares vested upon grant

and options to purchase 125,000 vest in one year.

The fair value of the option award was estimated on the date of grant using the Black-Scholes-Merton

Option Pricing model based on the following assumptions:

(i) volatility rate of 267.24 %, (ii) discount rate of 4.70 %, (iii) zero expected

dividend yield, and (iv) expected life of 10 years, which is the term of the options.

The total fair value of the option grants at their

grant dates was approximately $ 95,000 , $ 47,500 of which was allocated to general and administrative expenses during the three months

ended June 30, 2024.

the three months ended June 30, 2023, the Company granted options to two outside advisors to purchase an aggregate of 400,000 shares

of the Company’s common stock with exercise prices of $ 0.18 per share that expire five years from the date of grant.

purchase 200,000 shares vested upon grant and options to purchase 200,000 vest over two years.

The fair value of each option award was

estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions:

(i) volatility

rate between 273.24 % and 273.87 %, (ii) discount rate between 1.4 % and 1.55 %, (iii) zero expected dividend yield, and (iv) expected life

of 5 years, which is the term of the options.

The total fair value of the option grants at their grant dates was approximately $ 71,840 ,

$ 35,920 of which was allocated to general and administrative expenses during the three months ended June 30, 2023.

the three months ended June 30, 2024, the Company recorded $ 51,990 in stock-based compensation expense.

For the three months ended June

30, 2023, the Company recorded $ 35,920 stock-based compensation expense related to vested stock options.

At June 30, 2024, there was

$ 60,970 of unamortized cost of the outstanding stock-based awards.

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

summary of the Company’s stock option activity during the six months ended June 30, 2024 is as follows:

OF STOCK OPTION ACTIVITY

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Balance outstanding at December 31, 2023

Balance outstanding at March 31, 2024

Balance exercisable at March 31, 2024

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

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

Balance outstanding at June 30, 2024

Balance exercisable at June 30, 2024

June 30, 2024, the 11,619,210 outstanding stock options had $ 875,480 of intrinsic value.

summary of the Company’s stock options outstanding as of June 30, 2024 is as follows:

OF STOCK OPTION OUTSTANDING

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding, March 31, 2024

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.20

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

Average Exercise Price

Average Grant- Date Stock Price

Options Outstanding, June 30, 2024

summary of the Company’s stock options outstanding and exercisable as of June 30, 2024 is as follows:

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding and Exercisable, March 31, 2024

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.20

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

Average Exercise Price

Average Grant- Date Stock Price

Options Outstanding and Exercisable,

June 30, 2024

summary of warrants to purchase common stock issued during the six months ended June 30, 2024 is as follows:

OF WARRANTS ACTIVITY

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Balance outstanding and exercisable at December 31, 2023

Balance outstanding and exercisable at March 31, 2024

March 31, 2024, the 3,313,335

outstanding stock warrants had $ 30,000

of intrinsic value.

Balance outstanding and exercisable at June 30, 2024

June 30, 2024, the 3,313,335 outstanding stock warrants had $ 15,000 of intrinsic value.

NOTES PAYABLE

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

Company had no notes payable outstanding as of June 30, 2024, or December 31, 2023.

LINE OF CREDIT

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

In November 2023, the Company amended and

restated this line of credit.

The line of credit has a maturity date of November 30, 2024 , and bears interest at one percent ( 1 %) above

the prime rate ( 9.50 % at March 31, 2024).

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

As of December

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

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

In November 2023, the Company amended and restated this line of credit.

The line of credit, as amended, has a maturity date of November

30, 2024 , and bears interest at one percent ( 1 %)

above the bank’s prime rate ( prime rate plus one percent margin equaled 9.50 %

at June 30, 2024).

As of June 30, 2024, the balance due under the line of credit was $ 1,000,000 .

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

June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 .

In November 2023, the loan amount was increased to $ 1,400,000

Principal and accrued interest payments are required in March, June, September and December 2024.

pursuant to which principal and accrued interest

payments are required in March, June, September and December 2024.

The loan has a maturity date of December

31, 2024 , and bears interest at the prime rate ( 8.50 % at March 31, 2024).

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

was $ 1,400,000 .

31, 2024 , and bears interest at the bank’s

prime rate (prime rate equaled 8.50 %

at June 30, 2024).

As of June 30, 2024, the balance due under the loan was $ 1,200,000 .

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

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and the Second Promissory Note is secured by the acquired equipment.

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

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

At June 30, 2024, the First Promissory Note had an outstanding balance

of $ 1,713,505 and the Second Promissory Note had an outstanding balance of $ 1,227,331 .

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

1 unchanged sentence

Promissory Notes

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

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

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

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

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

2024 – due between July 1, 2024 and June 30, 2025

2025 – due between July 1, 2025 and June 30, 2026

2026 – due between July 1, 2026 and June 30, 2027

2027 – due between July 1, 2027 and June 30, 2028

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

Total long-term debt

MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

to the Company’s largest customer were 67 %

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

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

receivable from the same customer were 89 %

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

to the Company’s two largest customers constituted 92 %

of total sales for the three months ended June 30, 2024 and the six months ended June 30, 2024, respectively.

Company’s largest customer were 94 %

of total sales for the three months ended June 30, 2023 and the six months ended June 30, 2023, respectively.

receivable from the same customers were 99 % of total accounts receivable as of June 30, 2024 and 70 % as of December 31, 2023.

EARNINGS PER COMMON SHARE

following table sets forth the computation of basic and diluted earnings per share.

OF BASIC AND DILUTED EARNINGS PER SHARE

Three Months Ended

Six Months Ended

Earnings Per Share - Basic

Net (loss)/income

$ ( 1,225,681 )

$ ( 2,439,521 )

$ ( 190,098 )

Weighted average shares of common stock outstanding - Basic

Earnings Per Share - Basic

Earnings Per Share - Diluted

Weighted average shares of common stock outstanding - Basic

Unvested Restricted Stock Awards

Weighted average shares of common stock - Diluted

Earnings Per Share - Diluted

COMMITMENTS AND CONTINGENCIES

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SEGMENT INFORMATION

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

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

major customers in financial statements.

The Company has six

reportable segments that are based on the following business units:

(i) Range Reclaim;

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

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

customers in financial statements.

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

(ii) Range Minerals;

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and (vi) Graphium Biosciences.

In accordance with the “Segment Reporting” Topic of the

ASC, the Company’s chief operating decision-maker has been identified as the Company’s Chief Executive Officer, who

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

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

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

In 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 (i) economic characteristics, (ii) nature of

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

All material operating units qualify for aggregation under “Segment

Reporting” due to their similar customer base and similarities in (i) economic characteristics, (ii) nature of products and services,

and (iii) procurement, manufacturing and distribution processes.

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

Reclaim – land reclamation, water restoration and land repurposing

Minerals – mining and reclamation activities

Water – biochar product development and water solutions business

Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses

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

Graphium Biosciences – glycosylated cannabinoid drug development program

Range Reclaim – land

reclamation, water restoration and land repurposing

Range Minerals –

subcontracted mining and reclamation activities

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

Graphium Biosciences –

glycosylated cannabinoid drug development program

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

1 unchanged sentence

OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT

For the Three Months Ended June 30, 2024

Range Reclaim

2 unchanged sentences

Graphium Biosciences

For the three months ended March 31, 2024

Net income (loss)

( 1,225,681 )

Interest expense

Capital expenditures for long-lived assets

For the Three Months Ended June 30, 2023

Range Reclaim

Range Minerals

Range Security

1 unchanged sentence

Net income (loss)

( 1,046,372 )

( 1,213,840 )

Interest expense

Capital expenditures for long-lived assets

For the Six Months Ended June 30, 2024

Range Reclaim

Range Minerals

Range Security

Graphium Biosciences

For the three months ended March 31, 2023

Net income (loss)

( 1,626,300 )

( 2,439,521 )

Interest expense

Capital expenditures for long-lived assets

For the Six Months Ended June 30, 2023

Range Reclaim

5 unchanged sentences

SUBSEQUENT EVENTS

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements