What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 400 added, 356 removed, 384 unchanged (66% of the section changed)

1 unchanged sentence

FINANCIAL STATEMENTS

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

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

UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND

SEPTEMBER 30, 2023

UNAUDITED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

BALANCE SHEETS

June 30, 2024

December 31, 2023

and cash equivalents

assets of discontinued operations

current assets

Cash and cash equivalents

Accounts receivable

Contract assets

Prepaid expenses

Total current assets

and equipment, net of accumulated depreciation

term assets of discontinued operations

long-term assets

Property and equipment, net of accumulated depreciation

Total long-term assets

Liabilities and Stockholders’ Equity

and Stockholders’ Equity

portion of long-term debt

current liabilities

Accounts payable

Line of credit

Current portion of long-term debt

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;

debt, net of current portion

long-term debt

Stockholders’

stock, par value $ 0.001 per share;

1,000,000,000 shares authorized;

104,727,189 and 101,023,485 shares issued and outstanding, respectively

Additional paid-in-capital

Accumulated deficit

paid-in-capital

( 54,441,658 )

( 47,081,799 )

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

stockholders’ equity

Liabilities and Stockholders’ Equity

accompanying notes to the consolidated financial statements.

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Cost of services

Gross profit (loss)

profit (loss)

and administrative

operating expenses

General and administrative

Research and development

Total operating expenses

Profit (loss) from operations

(loss) from operations

( 2,638,545 )

income (expense):

on bargain purchase

on sale of fixed assets

( 3,751,680 )

other income (expense)

Interest expense

Total other income (expense)

Income tax expense

( 3,873,498 )

( 4,195,826 )

(loss) from continuing operations before income taxes

( 4,740,368 )

Net loss per share – basic and diluted

( 6,834,371 )

tax expense attributable to continuing operations

(loss) from continuing operations

( 4,743,323 )

( 6,893,926 )

from discontinued operations

income (loss)

$ ( 4,920,338 )

$ ( 7,359,859 )

income (loss) per share – basic and diluted from continuing operations

average number of common shares outstanding – basic and diluted

Net income (loss) per share – basic and diluted from discontinued operations

Weighted average number of common shares outstanding – basic and diluted

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Number of Shares

Accumulated Deficit

Three Months Ended June 30, 2024

Number of Shares

Accumulated Deficit

Balance as of March 31, 2024

Months Ended September 30, 2024

as of June 30, 2024

$ ( 49,521,320 )

Shares issued for cash

Stock based compensation

issued for cash

based compensation

( 4,920,338 )

Balance as of June 30, 2024

as of September 30, 2024

$ ( 54,441,658 )

Three Months Ended June 30, 2023

Number of Shares

Accumulated Deficit

Balance as of March 31, 2023

Months Ended September 30, 2023

as of June 30, 2023

$ ( 50,402,952 )

Shares issued for cash

Fair value of vested stock options

Balance as of June 30, 2023

issued for cash

value of vested stock options

as of September 30, 2023

$ ( 46,998,777 )

Six Months Ended June 30, 2024

Number of Shares

Accumulated Deficit

Balance as of December 31, 2023

Months Ended September 30, 2024

as of December 31, 2023

$ ( 47,081,799 )

Shares issued for cash

Stock based compensation

issued for cash

based compensation

( 7,359,859 )

Balance as of June 30, 2024

as of September 30, 2024

$ ( 54,441,658 )

Six Months Ended June 30, 2023

Number of Shares

Accumulated Deficit

Balance as of December 31, 2022

Months Ended September 30, 2023

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

issued for cash

value of vested stock options

income (loss)

as of September 30, 2023

$ ( 46,998,777 )

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STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

Months Ended September 30,

flows from operating activities:

income (loss)

$ ( 7,359,859 )

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

on bargain purchase

( 1,875,150 )

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

Fair value of vested stock options

Changes in operating assets and liabilities:

Accounts receivable

loss on Collins Building asset disposal

Net loss on sale of assets

on disposition of business

value of vested stock options

in operating assets and liabilities:

( 1,915,848 )

Contract assets

expenses and other current assets

( 2,614,262 )

Prepaid expenses and other current assets

Accounts payable

from discontinued operations

cash (used in) operating activities

( 1,859,370 )

Accrued expenses

Net cash (used in) operating activities

flows from investing activities:

( 1,134,417 )

Cash flows from investing activities:

Equipment purchases

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

paid in consideration for Collins Building acquisition

( 1,000,000 )

Proceeds from (repayment of) line of credit

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

debt issued for Collins Building acquisition

( 4,035,250 )

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

proceeds from sale of assets

insurance proceeds from casualty loss

proceeds from disposition of Graphium Biosciences

paid for acquisition of land

cash provided by (used in) investing activities

( 7,146,525 )

flows from financing activities:

of shares for cash

from notes issued in acquisition of Collins Building

from long-term debt

of long-term debt

( 1,202,944 )

( 1,072,729 )

from (repayment of) line of credit

cash provided by (used in) financing activities

increase (decrease) in cash and cash equivalents

( 1,932,214 )

and cash equivalents - beginning of period

and cash equivalents - end of period

disclosure of cash flow information:

paid during the period for:

Supplemental schedule of Non-Cash Investing and Financing Activities:

Debt forgiveness related to Collins Building asset disposal

accompanying notes to the consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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the Company’s future impact investing businesses.

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

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

“Range Reclamation Entities”).

The Range Reclamation Entities provide land reclamation 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.

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

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

the “Range Reclamation Entities”).

The Range Reclamation Entities provide land reclamation 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.

From May 2022 to June 2024, Range

Natural engaged subcontractors who controlled and were responsible for mining and selling 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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The Drug Development segment was also renamed Graphium Biosciences.

August 2024, the Company sold substantially all of the assets of Collins Building to the previous shareholder of Collins Building in

exchange for the cancellation of all remaining debt owed to the previous shareholder, as described in more detail in Note 2.

September 2024, the Company sold Graphium and all of its drug development assets.

The Company is no longer in the cannabinoid drug development

business, as described in more detail in Note 2.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement

of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements, during the nine

months ended September 30, 2024, the Company incurred a net loss of $ 7,359,859 and $ 1,859,370 of cash was used by the Company’s

operating activities.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one

year of the date that the financial statements are issued.

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

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

ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future,

collecting outstanding accounts receivable, and/or raising additional capital to meet its obligations and repay its liabilities

arising from normal business operations when they come due.

The Company estimates, as of September 30, 2024, that it may not have

sufficient funds to operate the business for 12 months given its cash balance of $ 244,568

and expected revenues to be generated by the Range Reclamation Entities.

The Company is actively seeking additional financing

and other sources of capital to fund its currently estimated level of operations.

However, these estimates could differ if the

Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to

be wrong, and the Company uses its available financial resources faster than it currently expects.

No assurance can be given that

any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to

of Presentation

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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.

Building & Contracting, Inc., Graphium Biosciences, Inc.

(sold in September 2024), 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.

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.

Reclassifications

prior period amounts have been reclassified to conform with the current period’s presentation.

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

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results could differ from those estimates.

the third quarter of 2024, the Company sold its wholly-owned subsidiary Graphium Biosciences, Inc.

In accordance with GAAP, assets and

liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations

are reported as a separate component of consolidated net loss in the Consolidated Statements of Operations, for all periods presented,

resulting in changes to the presentation of certain prior period amounts.

to Note 2 for additional discussion of discontinued operations and disposition of assets.

All other notes to these consolidated financial

statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

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

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

The core principle of the ASC 606 revenue

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

(1) identify the contract with the customer;

The core principle

of the ASC 606 revenue 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 in the contract;

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

allocate the transaction price to the performance obligations in the contract;

and (5) recognize revenue when (or as) each

performance obligation is satisfied.

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

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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

of control to the customer.

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

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

The Company recognizes revenue using a cost-based

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

This percentage is applied to the 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

to the customer.

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.

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 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 to the customer.

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

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Costs are recognized as incurred.

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

Progress toward completion of the Company’s

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

This method is

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

Because of inherent uncertainties

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

Company recognizes a portion of its 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

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 over the course of the contract’s performance.

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

OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

Three Months Ended

June 30, 2024

Three Months Ended

June 30, 2023

Earned over time

Point in time

Total revenue

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

Earned over time

Point in time

Total revenue

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

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

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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.

Contract receivables were $ 209,656 at September 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 September 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 nine months ended September 30, 2024 or the nine months ended September 30, 2023.

Accounts receivable, including contract receivables,

were $ 4,133,776 and $ 7,185,411 at September 30, 2024 and December 31, 2023, respectively.

No credit loss expense was accrued in either

the nine months ended September 30, 2024 or the nine months ended September 30, 2023 and there is no allowance for doubtful accounts

as of September 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 June 30, 2024 and December 31, 2023 are as follows:

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

OF CONTRACT ASSETS

June 30, 2024

December 31, 2023

Costs incurred on contracts in progress

Estimated earnings

Revenue earned on contracts in progress

incurred on contracts in progress

earned on contracts in progress

Billings to date

( 2,132,530 )

Total contract assets

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

contract assets

May 1, 2024, Range Natural Resources, Inc.

(“Range Natural”) contracted with a mining contractor (the

“Contractor”) at the Fola mining site in West Virginia.

Contractor subcontracted the mining work to a subcontractor

(“Subcontractor”).

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

June 30, 2024

December 31, 2023

Saleable coal inventory

Total coal inventory

As of June 30, 2024, Contractor failed to perform.

On June 30, 2024, Range Natural 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.

inventory value of $ 725,429 at

June 30, 2024 was the cost of the inventory to the Contractor.

During the quarter ended September 30, 2024, that inventory was sold

in the normal course and no inventory remains as of September 30, 2024.

and equipment is carried at cost.

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OF PROPERTY AND EQUIPMENT

June 30, 2024

December 31, 2023

Property and equipment, gross

Accumulated depreciation

and equipment, gross

( 2,717,762 )

( 2,297,324 )

Net book value

Depreciation expense

Note 2 for more details on the change in buildings, property and equipment.

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

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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.

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

The Company first assessed certain qualitative factors

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

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

commitments for longer than one year.

As of September 30, 2024, the Company had no material

lease commitments for longer than one year.

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

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

June 30, 2024

December 31, 2023

Anti-dilutive loss per share

Anti-dilutive

loss per share

and Patent Application Costs

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

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

The carrying amounts

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

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

Financial instruments held by the Company include, among others, accounts receivable, accounts payable , line of credit and

long-term debt.

The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments

are a reasonable estimate of fair value.

of September 30, 2024, the Company has five

operating business segments:

(i) Range Reclaim;

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(iii) Range Water;

(v) Range Land;

and (vi) 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.

(iv) Range Security;

and (v) Range Land.

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

(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 reports the operating results of our land reclamation, water

restoration and incidental coal mining services 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.

Graphium Biosciences was sold in September 2024 and therefore the drug development business segment named Graphium Biosciences is no

longer reported as an operating business segment of the Company.

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.

DISPOSALS AND DISCONTINUED OPERATIONS

August 22, 2024, substantially all assets of Collins Building were sold to its previous owner in exchange for the cancellation of

all remaining debt owed by the Company to the previous owner arising from the Company’s acquisition of Collins Building in

Any projects related to Collins Building will be completed either by subcontractors or with equipment and resources of

Range Environmental.

The Company recognized a net loss on the Collins Building sale of $ 3,043,799 .

This sale did not constitute a discontinued operation as the Company has ongoing business and is still operating

with active contracts and completion of work in progress.

Only certain assets were sold and debts forgiven.

September 30, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences,

(“Placer”) owned by two former officers of the Company, in exchange for a warrant to purchase 1,000

shares of Placer’s common stock (then representing 25 % of the outstanding shares of Placer) at $ .01

par value per share and cash proceeds of $ 100 ,

with the cash proceeds reflected within “Net proceeds from disposition of Graphium Biosciences” in the

investing activities of the Consolidated Statements of Cash Flows, and recognized a gain on sale of $ 100 ,

included within “Loss from discontinued operations” on the Consolidated Statements of Operations.

The warrant to

purchase Placer’s shares expires September 30, 2034.

the quarter ended September 30, 2024, Range Environmental suffered a casualty loss on a piece of equipment.

Insurance proceeds of

were received for this loss.

In addition, several pieces of equipment no longer needed for current or foreseeable operations were

sold for a net price of $ 270,000 .

The proceeds from these transactions are shown within “Cash flows from investing activities” and the losses from these transactions are shown within “Cash flows

from operating activities” on

the Consolidated Statements of Cash Flows.

the quarter ended September 30, 2024, the biochar ovens owned by our wholly-owned subsidiary, Terra Preta, LLC, were dismantled since they were no longer being used for small batch biochar

The resulting loss is included within “Cash flows from operating

activities” on the Consolidated Statements of Cash Flows.

and Liabilities of Discontinued Operations

previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for

all periods presented.

At September 30, 2024 and December 31, 2023, these balances consisted of current and long-term assets.

following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current

and long-term assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:

OF DISCONTINUING OPERATIONS BALANCE SHEET AND INCOME STATEMENT

and cash equivalents

assets of discontinued operations

term assets of discontinued operations

from Discontinued Operations

operations for the three and nine months ended September 30, 2024 and three and nine months September 30, 2023 consists of results from

Graphium Biosciences operations.

following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented

on the Company’s Consolidated Statements of Operations:

and development

operating expenses

from discontinued operations

ACQUISITION OF COLLINS BUILDING & CONTRACTING

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OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE

Fair value of assets acquired:

Total assets acquired

value of assets acquired:

assets acquired

Gain on bargain purchase price

( 1,875,150 )

consideration

notes issued to the seller

purchase price

Cash consideration

Long-term notes issued to the seller

Total purchase price

Acquisition transaction costs incurred

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 .

transaction costs incurred

discussed in Note 2, on August 22, 2024, almost all of the equipment, as well as the land and buildings acquired on

August 31, 2023, were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of

the First Promissory Note and the Second Promissory Note.

Building’s operations contributed revenues of $ 0

and net loss of $ 8,136

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

months ended September 30, 2024, Collins Building’s operations contributed no

revenue and a net operating loss of $ 552,972 .

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’

employee relations.

Collins Building contributed no

revenue to the Company’s consolidated revenues for the three months and nine months ended September 30, 2023.

recorded the revenue generated from reclamation services on abandoned mine land, which was historically the core business of Collins

Building, as revenue of Range Environmental.

A gain on bargain purchase of $ 1,875,150

offset by $ 88,271

of depreciation expense was recorded for Collins Building for the three and nine months ended September 30, 2023.

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

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

Entities’ employee relations.

Goodwill by reportable segment is as follows:

SCHEDULE OF GOODWILL

June 30, 2024

December 31, 2023

Environmental Services:

Beginning Balance

Ending Balance

Environmental

STOCK OPTIONS

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

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

stock options were granted to directors, advisors, and employees during the three months ended September 30, 2024.

the three months ended September 30, 2023, the Company granted options to an outside advisor to purchase 100,000 shares of the Company’s

common stock with exercise prices of $ 0.1337 per share that expire five years from the date of grant.

Options to purchase all 100,000

shares vested upon grant.

The fair value of that 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 273.24 %, (ii) discount rate of 4.27 %, (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 $ 13,340 which was allocated to general and administrative expenses for the three months ended September 30,

the three months ended September 30, 2024, the Company recorded $ 4,490

in stock-based compensation expense.

During the three months ended September 30, 2023, total stock-based compensation expense

related to vested stock options was $ 17,830 .

At September 30, 2024, there was $ 56,480

of unamortized cost of the outstanding stock-based awards.

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

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

OF STOCK OPTION ACTIVITY

Exercise Price

Balance outstanding at December 31, 2023

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:

outstanding at December 31, 2023

outstanding at September 30, 2024

exercisable at September 30, 2024

September 30, 2024, the 11,599,210 outstanding stock options had $ 677,480 of intrinsic value.

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

OF STOCK OPTION OUTSTANDING

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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:

Outstanding, September 30, 2024

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

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

1 unchanged sentence

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:

Outstanding and Exercisable, September 30, 2024

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

OF WARRANTS ACTIVITY

Exercise Price

Balance outstanding and exercisable at December 31, 2023

Balance outstanding and exercisable at June 30, 2024

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

outstanding and exercisable at December 31, 2023

outstanding and exercisable at September 30, 2024

September 30, 2024, the 3,166,667 outstanding stock warrants had no intrinsic value.

NOTES PAYABLE

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

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

LINE OF CREDIT

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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 .

above the bank’s prime rate ( prime

rate plus one percent margin equaled 9.00 %

at September 30, 2024).

The Company is currently in discussions to extend the maturity date.

As of September 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 .

1 unchanged sentence

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

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 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 .

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 bank’s prime rate (prime rate equaled 8.00 %

at September 30, 2024).

The Company is currently in discussions to extend the maturity date.

As of September 30, 2024, the balance

due under the loan was $ 1,100,000 .

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

LONG-TERM DEBT OBLIGATIONS

debt consists of debt on vehicles and equipment, which serves as the collateral, and debt issued as part of the acquisition of Collins

debt consists of debt on vehicles and equipment, which serves as the collateral.

rates on the equipment financings range from 3.69 % to 9.95 % for 2024 and mature between 2025 through 2029 .

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 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:

OF MATURITIES OF LONG TERM DEBT

Promissory Notes

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

– due between October 1, 2024 and September 30, 2025

– due between October 1, 2025 and September 30, 2026

– due between October 1, 2026 and September 30, 2027

– due between October 1, 2027 and September 30, 2028

and later – due on October 1, 2028 and thereafter

long-term debt

MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

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.

to the Company’s two largest customers constituted 31 % and 75 % of total sales for the three months ended September 30, 2024 and

the nine months ended September 30, 2024, respectively.

Sales to the Company’s largest customer were 95 % and 93 % of total sales

for the three months ended September 30, 2023 and the nine months ended September 30, 2023, respectively.

receivable from the same customers were 92 % of total accounts receivable as of September 30, 2024 and 70 % as of December 31, 2023.

EARNINGS PER COMMON SHARE

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OF BASIC AND DILUTED EARNINGS PER SHARE

Three Months Ended

Six Months Ended

Earnings Per Share - Basic

Net (loss)/income

$ ( 1,225,681 )

Per Share - Basic

(loss)/income

$ ( 4,920,338 )

$ ( 7,359,859 )

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

average shares of common stock outstanding - Basic

Per Share - Basic

Per Share - Diluted

average shares of common stock outstanding - Basic

average shares of common stock - Diluted

Per Share - Diluted

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

customers in financial statements.

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

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

(ii) Range Minerals;

1 unchanged sentence

(iv) Range Security;

(v) Range Land;

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.

and (v) Range Land.

As described in Note 2, the Company’s

Graphium Biosciences segment was reported as discontinued operations during the third quarter of 2024.

As such, results of this segment

are excluded from the table below, which only reflects continuing operations for all periods presented.

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

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

4 unchanged sentences

and (iii) procurement, manufacturing and distribution processes.

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

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

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

Reclaim – land reclamation, water restoration and land repurposing

Minerals – subcontracted 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

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

For the Three Months Ended September 30, 2024

Range Reclaim

1 unchanged sentence

Range Security

Graphium Biosciences

Net income (loss)

( 4,964,461 )

( 4,743,323 )

Interest expense

Capital expenditures for long-lived assets

For the Three Months Ended June 30, 2023

Range Reclaim

Range Security

Graphium Biosciences

the Three Months Ended September 30, 2023

Net income (loss)

Interest expense

Capital expenditures for long-lived assets

For the Six Months Ended June 30, 2024

Capital expenditures

for long-lived assets

For the Nine Months Ended September 30, 2024

Range Reclaim

1 unchanged sentence

Range Security

Graphium Biosciences

( 1,698,174 )

Net income (loss)

1 unchanged sentence

( 1,109,856 )

( 6,893,926 )

Interest expense

Capital expenditures for long-lived assets

For the Six Months Ended June 30, 2023

For the Nine Months Ended September 30, 2023

Range Reclaim

Range Security

Graphium Biosciences

Net income (loss)

( 1,117,898 )

Interest expense

2 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements