UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
☐
TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____ to _____
Commission
File Number: 000-53832
RANGE
IMPACT, INC.
(Exact
name of registrant as specified in its charter)
Nevada
75-3268988
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
200
Park Avenue , Suite 400
Cleveland ,
OH
44122
(Address
of principal executive offices)
(Zip
Code)
(216)
304-6556
Registrant’s
telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
Trading
Symbol
Name
of each exchange on which registered:
Common
Stock
RNGE
OTCQB
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
growth company ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
As
of May 15, 2026, there were 113,316,078 shares of the registrant’s common stock, $ 0.001 par value per share, outstanding.
RANGE
IMPACT, INC.
Quarterly
Report on Form 10-Q
For
the Quarterly Period Ended
March
31, 2026
INDEX
PART I - FINANCIAL INFORMATION
3
Item 1. Financial Statements (Unaudited)
3
Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
4
Consolidated Unaudited Statements of Operations for the Three Months Ended March 31, 2026 and March 31, 2025
5
Consolidated Unaudited Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and March 31, 2025
6
Consolidated Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2026 and March 31, 2025
7
Notes to the Consolidated Unaudited Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk
25
Item 4. Controls and Procedures
25
PART II - OTHER INFORMATION
26
Item 1. Legal Proceedings
26
Item 1A. Risk Factors
26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
26
Item 6. Exhibits
27
SIGNATURES
29
2
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements (Unaudited)
RANGE
IMPACT, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025
4
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025
5
CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025
6
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025
7
NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
8
3
RANGE
IMPACT, INC.
CONSOLIDATED
BALANCE SHEETS
March 31, 2026
(unaudited)
December 31, 2025
Assets
Current Assets
Cash and cash equivalents
$ 1,283,121
$ 2,110,171
Accounts receivable
950,114
617,929
Prepaid expenses
47,419
14,810
Deposits
15,288
15,395
Total current assets
2,295,942
2,758,305
Long-term Assets
Land
42,548,402
42,548,402
Property and equipment, net of accumulated depreciation
97,528
115,375
Long-term intangible assets
77,032,874
77,814,610
Total long-term assets
119,678,804
120,478,387
Total Assets
$ 121,974,746
$ 123,236,692
Liabilities and Stockholders’ Equity
Current Liabilities
Current portion of bank debt
$ 500,000
$ 400,000
Accounts payable
1,342,832
1,136,907
Accrued expenses
2,165,909
2,165,909
Total current liabilities
4,008,741
3,702,816
Long-term Liabilities
Bank debt, net of current portion
1,300,000
1,400,000
Deposits held
1,000,000
1,000,000
Asset retirement obligations
79,555,116
79,344,297
Total long-term debt
81,855,116
81,744,297
Total liabilities
85,863,857
85,447,113
Stockholders’ Equity
Controlling Interest:
Common stock, par value $ 0.001 per share; 1,000,000,000 shares authorized; 113,316,078 and 112,282,745 shares issued and outstanding, respectively
113,316
112,283
Additional paid-in-capital
59,217,451
59,063,484
Accumulated deficit
( 38,951,344 )
( 37,712,204 )
Total controlling equity interest
20,379,423
21,463,563
Noncontrolling equity interest
15,731,466
16,326,016
Total stockholders’ equity
36,110,889
37,789,579
Total Liabilities and Stockholders’ Equity
$ 121,974,746
$ 123,236,692
See
accompanying notes to the consolidated financial statements.
4
RANGE
IMPACT, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
2026
2025
Three Months Ended March 31,
2026
2025
Revenues
$ 915,380
$ -
Costs and expenses:
Costs of services
45,857
97,348
Depreciation of property and equipment
17,847
54,147
Amortization of long-term intangible assets
781,736
-
Accretion of asset retirement obligations
1,404,341
-
General and administrative
464,804
439,912
Total operating expenses
2,714,585
591,407
(Loss) from continuing operations before other income (expense)
( 1,799,205 )
( 591,407 )
Other income (expense):
Other income
-
83,627
Gain on bargain purchase
-
5,602,484
Gain on sale of fixed assets
-
59,680
Interest expense
( 34,485 )
( 90,868 )
Total other income (expense)
( 34,485 )
5,654,923
Income (loss) from continuing operations
( 1,833,690 )
5,063,516
Income from discontinued operations
-
36,111
Net income (loss)
$ ( 1,833,690 )
$ 5,099,627
Net income (loss) per share – basic and diluted
$ ( 0.02 )
$ 0.05
Weighted average number of common shares outstanding – basic and diluted
112,500,736
104,732,848
See
accompanying notes to the consolidated financial statements.
5
RANGE
IMPACT, INC.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Number of
Shares
Amount
Paid-in
Capital
Accumulated Deficit
Noncontrolling
Interest
Total
Three Months Ended March 31, 2026
Common Stock
Additional
Number of
Shares
Amount
Paid-in
Capital
Accumulated Deficit
Noncontrolling
Interest
Total
Balance as of December 31, 2025
112,282,745
$ 112,283
$ 59,063,484
$ ( 37,712,204 )
$ 16,326,016
$ 37,789,579
Shares issued
1,033,333
1,033
153,967
-
-
155,000
Stock based compensation
-
-
-
-
-
-
Net loss
-
-
-
( 1,239,140 )
( 594,550
)
( 1,833,690 )
Balance as of March 31, 2026 (Unaudited)
113,316,078
$ 113,316
$ 59,217,451
$ ( 38,951,344 )
$ 15,731,466
$ 36,110,889
Number
of
Shares
Amount
Paid-in
Capital
Accumulated
Deficit
Total
Three Months Ended March 31, 2025
Common Stock
Additional
Number
of
Shares
Amount
Paid-in
Capital
Accumulated
Deficit
Total
Balance as of December 31, 2024
104,727,189
$ 104,727
$ 57,609,560
$ ( 56,879,882 )
$ 834,405
Balance
104,727,189
$ 104,727
$ 57,609,560
$ ( 56,879,882 )
$ 834,405
Shares issued
3,888,889
3,889
596,111
-
600,000
Stock based compensation
-
-
4,490
-
4,490
Net income
-
-
-
5,099,627
5,099,627
Net income (loss)
-
-
-
5,099,627
5,099,627
Balance as of March 31, 2025 (Unaudited)
108,616,078
$ 108,616
$ 58,210,161
$ ( 51,780,255 )
$ 6,538,522
Balance
108,616,078
$ 108,616
$ 58,210,161
$ ( 51,780,255 )
$ 6,538,522
See
accompanying notes to the consolidated financial statements.
6
RANGE
IMPACT, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
2026
2025
Three Months Ended March 31,
2026
2025
Cash flows from operating activities:
Net income (loss)
$ ( 1,833,690 )
$ 5,099,627
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Gain on bargain purchase
-
( 5,602,484 )
Net gain on asset disposals
-
( 59,680 )
Fair value of vested stock options
-
4,490
Depreciation from continuing operations
17,847
54,147
Depreciation from discontinued operations
-
30,636
Amortization of long-term intangible assets
781,736
-
Accretion of asset retirement obligations
1,404,341
-
Changes in operating assets and liabilities:
Accounts receivable
( 332,185 )
-
Accounts receivable from discontinued operations
-
96,615
Contract assets
-
154,354
Prepaid expenses and other current assets
( 32,609 )
( 39,099 )
Deposits
107
( 5,614 )
Accounts payable
205,925
( 112,142 )
Accrued expenses
-
( 48,951 )
Cash paid for asset retirement obligations
( 1,193,522 )
-
Net cash (used in) operating activities
( 982,050 )
( 428,101 )
Cash flows from investing activities:
Equipment purchases
-
( 100,000 )
Proceeds from asset sales
-
380,000
Net cash provided by investing activities
-
280,000
Cash flows from financing activities:
Proceeds from stock issuance
155,000
600,000
Repayment of long-term debt
-
( 366,490 )
Net cash provided by financing activities
155,000
233,510
Net increase (decrease) in cash and cash equivalents
( 827,050 )
85,409
Cash and cash equivalents - beginning of period
2,110,171
167,286
Cash and cash equivalents - end of period
$ 1,283,121
$ 252,695
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
$ 35,111
$ 23,851
See
accompanying notes to the consolidated financial statements.
7
RANGE
IMPACT, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
THREE
MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
1.
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Range
Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada
on June 29, 2007.
We are focused
on developing long-term solutions to environmental, social, and health challenges by acquiring, reclaiming and repurposing mine sites
and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact
investing by thoughtfully allocating our capital to strategic opportunities that are expected to make a positive impact on the people-planet
ecosystem and generate strong investment returns for our shareholders. By actively directing investment capital in a manner intended to
create positive environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved
people-planet ecosystem and a healthier and happier way of life.
We have
a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States. Initially,
the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income, education and
employment demographics in the United States. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations
and use our team and resources to perform the requisite reclamation activities and obtain full bond release, thereby unlocking the underlying
value of the land and creating a critical catalyst for sustainable, long-term economic development in the disadvantaged coal communities
of Appalachia.
We had previously
focused primarily on generating revenue by providing reclamation and incidental mining and security services to third party mining companies,
permit holders and private owners with abandoned mine land property. However, beginning in early 2025, our strategy evolved from a service-based
business model to a land ownership business model designed to unlock the underlying value of land we own through our own reclamation activities,
and then creating multiple streams of long-term recurring revenue with a diverse group of third-party lessees focused on next-generation
uses.
Since
inception, the Company has undergone several strategic transformations conducting prior operations under the names Legend Mining
Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc. In December 2023, the Company adopted its
current name. Since March 2025, the Company has conducted its business through its two operating
segments, Range Land and Range Services, as described in more detail in Note 13 below.
In March 2025, the Company, through its wholly-owned
subsidiary Range Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola
Mine”) located in Clay and Nicholas Counties, West Virginia (“Fola Acquisition”). As part of the Fola Acquisition, the
Company acquired 15 mining permits at the Fola Mine with an estimated reclamation obligation of $ 29.3 million and assumed an obligation
to manage an additional 16 mining permits at the Fola Mine with an estimated reclamation obligation of $ 13.8 million. The Company also
assumed two coal royalty contracts and one 25-year solar lease with a multi-national corporation for the development of a large-scale
solar project located on more than 1,000 acres at the Fola Mine. The Fola Acquisition is described in more detail in Note 3.
In December 2025, the Company acquired 15,704 acres
of surface land and 42,500 acres of mineral interests associated with the Premier Elkhorn Mine Complex and Cambrian Coal Mine Complex
in Pike, Letcher and Floyd Counties, Kentucky (the “Premier-Cambrian Acquisition”) from Continental Land, LLC, an entity indirectly
owned by the Company’s largest shareholder and its CEO. The acquisition included the assumption of management and reclamation responsibilities
for 43 mining permits that remained with the current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation
of $ 43.1 million. The Premier-Cambrian Acquisition is described in more detail in Note 4.
Going
Concern
The
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 three
months ended March 31, 2026, the Company incurred a net loss of $ 1,833,690 and used $ 982,050 of cash in 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.
The
ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or
raising additional capital to meet its obligations when they come due.
The Company estimates, as of March 31, 2026, that it may not have sufficient funds to operate the business for 12 months given its cash
balance of $ 1,283,121 and expected revenues to be generated by the Company’s operating business segments. 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 from actual capital needs if the Company’s business 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 the Company.
Basis
of Presentation
The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP)
and with the instructions to Form 10-Q and the applicable requirements of Regulation S-X. The consolidated financial statements
include the accounts of the Company and all of its wholly-owned subsidiaries, 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
Certain
prior period amounts have been reclassified to conform with the current period’s presentation.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual
results could differ from those estimates.
Discontinued
Operations
The
Company disposed of all of the assets of its wholly-owned subsidiary, Collins Building & Contracting, Inc. (“Collins
Building”) and ceased providing third-party reclamation services during the year ended
December 31, 2025. 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 or
net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of
certain prior period amounts.
Refer
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.
Business
Combinations
Business
combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations”. This method
requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition
date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of
the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the
fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales
growth rates.
8
Revenue
Recognition
The
Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. Under this standard, revenue is
recognized by applying a five-steps model (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.
The
Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment,
labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.
The
Company recognizes consulting revenue on a periodic basis as services are provided to non-affiliated third parties related to the reclamation
and repurposing of land at the Premier-Cambrian Mine. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts
for operations included in discontinued operations over time. These contracts were generally treated as a single performance obligation,
as the Company provided a significant service of integrating multiple components into a single project. Revenue was recognized using a
cost-based input method whereby progress toward completion was measured based on actual costs incurred relative to total estimated contract
costs. Then, this percentage of completion was applied to the transaction price to determine the amount of revenue recognized. The Company
believes this method provides a faithful depiction of performance as it directly reflects the value of the services transferred to the
customer.
Contract
Estimates (Discontinued Operations)
Estimating total revenue and cost at completion for
the Company’s former performance obligations requires significant judgment and is subject to uncertainty. The Company regularly
reviews and updates these estimates based on contract progress, execution status, and the expected costs to complete. All activity related
to these contracts are included in discontinued operations for the three-month period ended March 31, 2025.
Changes in estimated profitability are recognized
using the cumulative catch-up method, with the impact recorded in the period identified and future results based on revised estimates.
Expected losses on contracts are recognized in full in the period they become evident.
Contract
Modifications
Contract
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.
Cost
and Expense Recognition
Contract
costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related
to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred.
Cash
and Cash Equivalents
The Company considers all highly liquid investments
with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s
cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has never suffered a loss due to such
uninsured balances.
Accounts
Receivable
Trade
accounts receivable are reported at the amounts management expects to collect from the balances outstanding as of March 31, 2026 or
December 31, 2025, as presented in the consolidated balance sheets. Based on its assessment, management concluded that any
potential losses on these balances are immaterial and therefore, no
allowances for expected credit losses were recorded for the three months ended March 31, 2026 or the three months ended March 31,
2025. Accounts receivable were $ 950,114
and $ 617,929
at March 31, 2026 and December 31, 2025, respectively. No
credit loss expense was accrued in either the three months ended March 31, 2026 or the three months ended March 31, 2025 and there
is no
allowance for expected credit losses as of March 31, 2026 or December 31, 2025.
9
Property
& Equipment
Property
and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments
are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed are removed from the accounts
and any gain or loss is reflected in the current year’s earnings.
SCHEDULE
OF PROPERTY AND EQUIPMENT
March 31, 2026
December 31, 2025
Equipment
$ 637,173
$ 637,173
Accumulated depreciation
( 539,645 )
( 521,798 )
Net book value
97,528
115,375
Depreciation expense (continuing operations)
$ 17,847
$ 78,383
Depreciation expense (discontinued operations)
-
$ 91,908
Property and equipment are depreciated
using the straight-line method over an estimated six-year useful life for both financial reporting and federal income tax purposes.
The
Company assesses the recoverability of its property and equipment by determining whether their carrying amounts are recoverable
through projected future cash flows over the assets’ remaining useful lives. No
assets were identified for impairment. These assets are reported within the Range Services operating business segment.
Land
Land
is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered
through projected future cash flows generated by the land. No land was identified for impairment.
SCHEDULE
OF LAND
March 31, 2026
December 31, 2025
Land, beginning of year
$ 42,548,402
$ 1,008,897
Acquisitions during the period
-
41,539,505
Impairments
-
-
Land, end of year
$ 42,548,402
$ 42,548,402
Income
Taxes
The Company accounts for income taxes using the asset
and liability method. Under this approach, deferred income tax assets and liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).
The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes
the enactment date.
The provisions of ASC Topic 740, Accounting for Income
Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred
tax assets are recoverable. For the year ended December 31, 2025 based on all available objective evidence, including the existence of
cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable.
Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a
full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
Leases
The Company determines whether a contract
is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the
lease term, while lease liabilities represent the Company’s obligation to make lease payments. Right-of-use assets and lease liabilities
are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company
uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid
lease payments. As of March 31, 2026, the Company had no lease commitments with terms exceeding one year.
Stock-Based
Compensation
The Company periodically grants stock options and
restricted stock awards to employees and non-employees in non-capital raising transactions. These awards are accounted for in accordance
with ASC 718, “Compensation-Stock Compensation”. The fair value of each award is measured on the date of grant. For employee
awards, compensation expense is recognized on the straight-line basis over the vesting period. For non-employee awards, expense is recognized
in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation
within its Consolidated Statements of Operations with classification depending on the nature of the services rendered.
10
The
fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain
assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future
dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based
on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense
recorded in future periods.
Basic
and Diluted Income (Loss) Per Share
Basic
income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average
number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number
of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common
shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted income (loss) per share
excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from
the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:
SCHEDULE
OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
March 31, 2026
December 31, 2025
Options
13,185,876
13,193,376
Warrants
3,166,667
3,166,667
Total
16,352,543
16,360,043
Anti-dilutive loss per share
16,352,543
16,360,043
Fair
Value of Financial Instruments
FASB
ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial
instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts
reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
As
defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid
to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the
Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about
risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated,
or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize
the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide
the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information
used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the
following three categories.
●
Level
1:
Quoted
market prices in active markets for identical assets or liabilities
●
Level
2:
Inputs
to the valuation methodology include:
○
Quoted
prices for similar assets or liabilities in active markets;
○
Quoted
prices for identical assets or similar assets or liabilities in inactive markets;
○
Inputs
other than quoted prices that are observable for the asset or liability;
○
Inputs
that are derived principally from or corroborated by observable market data by correlation or other means.
●
Level
3:
Unobservable
inputs that are not corroborated by market data
A
financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.
Segments
As
of March 31, 2026, the Company has two operating
business segments: (i) Range Land and (ii) Range Services. Range Land is focused on acquiring former mine lands with the goal of
reclaiming and repurposing the sites into long-term revenue generating projects. Range Services provides environmental and
operational support services to help reclaim and repurpose the acquired former mine lands.
11
In
accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been
identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance
for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to
report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers,
and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation
under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products
and services, and procurement, manufacturing, and distribution processes.
Recent
Accounting Pronouncements
In December 2023, the FASB
issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU enhances income tax disclosures
by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities
affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation
including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, this ASU
requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is
effective for fiscal years and interim periods beginning after December 15, 2024. The Company will make the requisite updates in the notes
to the annual financial statements for the period ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, “Income
Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses.” This update requires public entities to disaggregate income statement expense line items and to disclose in
tabular format within the notes to the financial statements certain categories of costs (e.g., purchases of inventory, employee compensation,
depreciation, intangible asset amortization, depletion) to the extent line items contain such costs. In addition, entities will be required
to define and disclose selling expenses. The additional disclosures may be provided prospectively or retrospectively. The amendments are
effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning
after December 15, 2027. Early adoption is permitted. The Company has adopted this ASU effective January 1, 2025, with no material impact.
2.
DISPOSALS AND DISCONTINUED OPERATIONS
During the year
ended December 31, 2025, the Company sold all of its common stock in Collins Building to its former owner for $ 1.00 .
As part of this transaction, all outstanding projects were transferred to the former owner, who assumed responsibility for their completion.
This transaction represents a strategic shift away from providing reclamation services to third parties. Going forward, the Company will
provide such services only for its own internal needs. Accordingly, revenues and related expenses associated with reclamation services
provided to third parties have been classified as discontinued operations in the Consolidated Statement of Operations.
Loss
from Discontinued Operations
Discontinued operations for the three
months ended March 31, 2025 consist of results from Collins Building and third-party reclamation services provided by wholly-owned subsidiaries
of the Company.
The
following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented
in the Company’s Consolidated Statements of Operations:
SCHEDULE
OF DISCONTINUING OPERATIONS INCOME STATEMENT
March 31, 2025
Revenue
695,701
Cost of revenues
659,590
General and administrative
-
Income from discontinued operations
36,111
Other income
-
Interest expense
-
Income from discontinued operations
$ 36,111
12
3.
ACQUISITION OF FOLA MINE SITE
On
March 31, 2025, the Company, through its wholly-owned subsidiary, Range Sky View Land, LLC, entered into an agreement with WV
Reclaim Co. LLC (“WV Reclaim”) pursuant to which it acquired 120,154
acres of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located in Clay and Nicholas
Counties, West Virginia. As part of this transaction, the Company acquired 15 mining permits and assumed management and reclamation
responsibilities for 21 additional mining permits held by WV Reclaim. In connection with this transaction, the Company recorded
asset retirement obligations of $ 36,562,110
on March 31, 2025 (and capitalized an equal amount as a long-term intangible asset) and assumed two coal royalty contracts and one
25-year lease for the development of a large-scale solar project. The Company acquired an additional two mining permits in June 2025
for which the Company had previously assumed management and reclamation responsibilities and assumed an
associated coal lease at the Fola Mine.See the table below for more information regarding the reporting of these transactions:
SCHEDULE
OF BUSINESS ACQUISITION OF FOLA MINE SITE
Asset retirement obligation, December 31, 2024
$ -
Accretion during the period
1,912,968
Sites added during the period
36,562,110
Sites removed during the period
( 134,596 )
Revisions in estimated cash flows during the period
( 655,605 )
Expenditures during the period
( 1,479,574 )
Asset retirement obligation, December 31, 2025
$ 36,205,303
The
Company accounted for the above-described transactions as a business combination in accordance ASC 805 “Business
Combinations”. The Company has made an allocation of the purchase price paid for the assets acquired and the liabilities
assumed. The fair value of the acquired land was $ 8,561,000 ,
and the Company agreed to credit an outstanding receivable of $ 2,958,516
due to the Company from one of the sellers in lieu of cash. Because the fair value of the land acquired
exceeded the amount of the credited accounts receivable, the Company recognized a bargain purchase gain of $ 5,602,484
in the fiscal quarter ended March 31, 2025.
SCHEDULE OF BARGAIN
PURCHASE GAIN
Fair value of Fola Mine land acquired
$ 8,561,000
Accounts receivable credited in lieu of cash
( 2,958,516 )
Bargain purchase gain recognized
$ 5,602,484
Cash consideration
-
Assumed liabilities
-
Purchase price
$ -
Acquisition transaction costs incurred
$ 19,938
4.
ACQUISITION OF PREMIER-CAMBRIAN MINE SITE
On
December 31, 2025, the Company, through its wholly-owned subsidiary, Range Bluegrass Land, LLC, (“Range Bluegrass”),
entered into an agreement with Reckoning Reclamation LLC (“Reckoning Reclamation”) pursuant to which it acquired 15,704
acres of surface land and 42,500
acres of mineral interests associated with the Premier Elkhorn Mine Complex and Cambrian Coal Mine Complex in Pike, Letcher and
Floyd Counties, Kentucky (the “Premier-Cambrian Mine”) and assumed management and reclamation responsibilities for 43
mining permits that remained with Reckoning Reclamation, with an estimated total asset retirement obligation of $ 43.1
million.
SCHEDULE
OF ASSET RETIREMENT OBLIGATION
Asset retirement obligation, December 31, 2024
$ -
Accretion during the period
-
Sites added during the period
43,138,994
Sites removed during the period
-
Revisions in estimated cash flows during the period
-
Expenditures during the period
-
Asset retirement obligation, December 31, 2025
$ 43,138,994
In
connection with this transaction, the Company entered into two consulting agreements (“Consulting Agreements”) with an
unaffiliated third parties related to the reclamation and repurposing of approximately 1,500
acres of land at the Premier-Cambrian Mine. The Consulting Agreements provide for an initial engagement fee payment of $ 1,000,000
on December 31, 2025, and quarterly engagement fee payments of $ 500,000
payable thereafter until December 31, 2027 (for total payments of $ 5,000,000 ).
The Consulting Agreements may be terminated at any time. Refer to Revenue Recognition in Note 1.
In addition, Range Bluegrass entered into an equity option agreement (“Equity Option”) pursuant to which
a non-affiliated third party was granted the right to receive the same amount of cash distributions made by Range Bluegrass to the Company,
such right convertible into the right to receive 50 % of the membership
interests of Range Bluegrass. Range Bluegrass was paid $ 500,000 for the Equity Option on December 31, 2025. Range Bluegrass also entered
into a real estate option agreement (“Real Estate Option”) with another unaffiliated third party for the option to
purchase approximately 1,500 acres of the Premier-Cambrian Mine until December 31, 2031. Range Bluegrass was paid $ 500,000 for the Real
Estate Option on December 31, 2025. The Company recorded an amount equal to $ 1,000,000 as a long-term liability entitled “Deposits
Held” in connection with the Equity Option and Real Estate Option.
The
Company accounted for these transactions as a business combination in accordance with ASC 805 “Business Combinations”. The
Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of
the surface land of the Premier-Cambrian Mine was $ 32,978,505 .
The Company also assumed reclamation obligations in the amount of $ 326,473 ,
and because no cash consideration was paid in connection with the acquisition of the Premier-Cambrian Mine, a total bargain purchase
gain of $ 32,652,032
should be recognized. However, because the terms of the Equity
Option create a “de facto noncontrolling interest” under ASC 810 in an amount equal to 50 %
of the equity value of Range Bluegrass, only 50% of the bargain purchase gain of $ 32,652,032
(an amount equal to $ 16,326,016 )
is recognized in the Consolidated Statement of Income as a bargain purchase gain related to the acquisition of the Premier-Cambrian Mine.
The remaining balance of the gain (an amount also equal to $ 16,326,016 )
is recorded on the balance sheet as “Noncontrolling Equity Interest”.
SCHEDULE OF BARGAIN
PURCHASE GAIN
Fair value of Premier-Cambrian Mine land acquired
$ 32,978,505
Assumed liabilities
( 326,473 )
Bargain purchase gain before noncontrolling interest adjustment
$ 32,652,032
Noncontrolling interest adjustment of 50%
( 16,326,016 )
Bargain purchase gain
$ 16,326,016
Purchase price
$ -
Acquisition transaction costs incurred
$ 24,710
13
5.
ASSET RETIREMENT OBLIGATIONS
Reclamation. The Company’s asset retirement
obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require mine properties
to be restored in accordance with regulatory standards and approved reclamation plans.
Reclamation activities primarily include restoring
refuse and slurry ponds, reclaiming pits and related surface areas, sealing portals at underground mines, and treating water. The Company
estimates the future cash flows needed to satisfy these obligations on a permit-by-permit basis using current permit requirements and
various assumptions, including assumptions of estimated disturbed acreage, cost estimates, and expected productivity. Estimates of disturbed
acreage are based on approved mining plans and related engineering data. Cost estimates reflect expected third-party costs. Productivity
assumptions are based on historical performance of the equipment expected to be utilized in the reclamation activities.
The Company is subject to evolving environmental regulations,
which may be stringent and are often beyond its control. Such changes could increase its costs and materially increase its asset retirement
obligations.
The Company’s asset retirement obligations are
initially recorded at fair value, determined using assumptions such including a discount rate and third-party margin, each of which is
discussed further below:
Discount
Rate . The Company’s asset retirement obligations are initially recorded at fair value. The Company utilizes discounted cash
flow techniques to estimate the fair value of its obligations. The Company bases its discount rate on the rates of treasury bonds with
maturities similar to expected mine lives and adjust for its credit standing as necessary after considering funding and assurance provisions.
Changes in the Company’s credit standing could have a material impact on the valuation of its asset retirement obligations. The
discount rate used to calculate the Fola Mine and Premier Cambrian Mine asset retirement obligations are 7.18% and 7.75%, respectively.
The annual inflation rate used to calculate the Fola Mine and Premier Cambrian Mine asset retirement obligations are 2.72% and 2.77%,
respectively.
Third-Party
Margin . The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation.
Because the Company plans to perform a significant amount of the reclamation activities with internal resources, a third-party margin
was added to the estimated costs of these activities. This margin was estimated based upon the Company’s historical experience
with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation
that is greater than its estimates of its cost to perform the reclamation activities. If the Company’s cost estimates are accurate,
the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within
its Consolidated Statements of Operations at the time that reclamation work is completed.
On
at least an annual basis, the Company reviews its reclamation liabilities and make necessary adjustments for permit changes, if any,
as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and
productivity assumptions to reflect current experience and updated plans. At December 31, 2025, the Company recorded asset
retirement obligation liabilities of $ 79,344,297 ,
including liabilities reported as current. While the precise amount of these future costs cannot be determined with certainty, as of
December 31, 2025, the Company estimates that the aggregate undiscounted cost of final mine closures is approximately $ 129,445,432 .
The Company estimates annual aggregated amortization expense related to the long-term intangible assets of $ 3,170,377
for each of the next five years.
Minimum reclamation standards
established by federal and state regulatory agencies govern the Company’s reclamation requirements at its mining operations. The
Company’s asset retirement obligations consist principally of costs to restore acreage disturbed by surface mining operations as
well as costs associated with reclaiming support acreage, treating mine water discharge, and performing other related functions at underground
mines. The Company records asset retirement obligations at fair value in the period in which the legal obligation associated with the
retirement of the long-lived asset is incurred. Changes to asset retirement obligations resulting from permitted sites being added or
removed or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing
the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized
as accretive expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. The
Company reviews its estimated future cash flows for asset retirement obligations on at least an annual basis. The Company’s asset
retirement obligations are based on management’s best estimate and may change from period to period as estimated future cash flows
change.
SCHEDULE OF ASSET RETIREMENT OBLIGATION
Total
asset retirement obligations on December 31, 2025
$
79,344,297
Accretion
during the period
1,404,341
Sites
added during the period
-
Sites
removed during the period
-
Revisions
in estimated cash flows during the period
-
Expenditures
during the period
( 1,193,522
)
Total
asset retirement obligations on March 31, 2026
$
79,555,116
14
6.
EQUITY
Issuance
of Common Stock
On
January 21, 2025, the Company entered into a securities purchase agreement for the issuance and sale of 3,333,333 shares of the Company’s
common stock at a price of $ 0.15 per share. The aggregate proceeds to the Company were approximately $ 500,000 .
On
February 6, 2025, the Company entered into a securities purchase agreement for the issuance and sale of 555,556 shares of the Company’s
common stock at a price of $ 0.18 per share. The aggregate proceeds to the Company were approximately $ 100,000 .
On
January 13, 2026, the Company entered into a securities purchase agreement for the issuance and sale of 1,033,333 shares of the Company’s
common stock at a price of $ 0.15 per share. The aggregate proceeds to the Company were approximately $ 155,000 .
7.
STOCK OPTIONS
Stock
options issued during the three months ended March 31, 2026 and the three months ended March 31, 2025
No
stock options were granted to directors, advisors, or employees during the three months ended March 31, 2026 or the three months ended
March 31, 2025.
For
the three months ended March 31, 2025, the Company recorded $ 4,490 in stock-based compensation expense related to vested stock options.
At March 31, 2026, there was no unamortized cost of stock-based awards.
A
summary of the Company’s stock option activity during the three months ended March 31, 2026 is as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
Shares
Weighted
Average
Exercise Price
Balance Outstanding at December 31, 2025
13,193,376
$ 0.40
Granted
-
-
Exchanged
-
-
Exercised
-
-
Expired
( 7,500 )
1.50
Forfeited
-
-
Balance Outstanding at March 31, 2026
13,185,876
$ 0.40
Balance Exercisable at March 31, 2026
13,185,876
$ 0.40
At
March 31, 2026, the 13,185,876 outstanding stock options had $ 630 of intrinsic value.
15
A
summary of the Company’s stock options outstanding and exercisable as of March 31, 2026 is as follows:
SCHEDULE
OF STOCK OPTION OUTSTANDING
Number
of Options
Weighted
Average
Exercise
Price
Weighted
Average
Grant-
Date
Stock
Price
Options Outstanding and Exercisable, March 31, 2026
100,000
$ 0.1337
$ 0.1337
750,000
$ 0.148
$ 0.148
950,000
$ 0.15
$ 0.15
3,050,000
$ 0.18
$ 0.18
1,550,000
$ 0.212
$ 0.212
1,150,000
$ 0.277
$ 0.277
750,000
$ 0.30
$ 0.30
2,000,000
$ 0.35
$ 0.35
250,000
$ 0.38
$ 0.38
1,664,542
$ 0.50
$ 0.50
128,000
$ 0.96
$ 0.96
343,334
$ 1.50 - 1.95
$ 1.50 - 1.95
500,000
$ 2.00
- 2.79
$ 2.00 - 2.79
13,185,876
8.
WARRANTS
A
summary of warrants to purchase common stock issued during the three months ended March 31, 2026 is as follows:
SCHEDULE OF WARRANTS ACTIVITY
Shares
Weighted
Average
Exercise Price
Balance Outstanding and Exercisable at December 31, 2025
3,166,667
$ 0.56
Granted
-
-
Exercised
-
-
Expired
-
-
Balance Outstanding and Exercisable at March 31, 2026
3,166,667
$ 0.56
At
March 31, 2026, the 3,166,667 outstanding stock warrants had no intrinsic value.
9.
LINE OF CREDIT
In
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, had a maturity date of December 31, 2025 , and bore interest at the fixed rate of
8.75 %. As of March 31, 2026 and December 31, 2025, the balance due under the line of credit was $ 0 .
In
June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 .
In November 2023, the loan amount was increased to $ 1,400,000
pursuant to which principal and accrued interest payments were required in March, June, September and December. The loan had a
maturity date of December
31, 2025 , and bore interest at the fixed rate of 7.75 %.
As of March 31, 2026 and December 31, 2025, the balance due under the loan was $ 0 .
In
September 2025, the Company consolidated both of the above-referenced credit facilities into one bank term loan in the principal
amount of $ 1,800,000
with a maturity date of June 30, 2030 (refer to Note 10). The bank term loan bears interest at the fixed rate of 7.75 %.
Quarterly interest-only payments were required through December 2025 and beginning in 2026, quarterly principal and interest
payments are required in March, June, September and December.
16
10.
LONG-TERM DEBT OBLIGATIONS
Long-term
debt consists of the bank term debt which was consolidated from existing lines of credit in September 2025. The bank term loan,
referenced above in Note 9, has a principal balance of $ 1,800,000
with a maturity date of June
30, 2030 . The bank term loan bears interest at the fixed rate of seven and three-quarters per cent ( 7.75 %).
Quarterly interest only payments were required through December 2025. Beginning in 2026, quarterly principal and interest payments
are required in March, June, September and December. The Company did not make a scheduled payment of $ 100,000 due on March 31, 2026; the payment was subsequently made
on April 30, 2026. This matter did not result in any acceleration of the underlying obligation or other significant consequences.
A
summary of payments due under the Company’s long-term debt as of March 31, 2026 is as follows:
SCHEDULE OF MATURITIES OF LONG TERM DEBT
April 2026 through March 2027
$ 500,000
April 2027 through March 2028
400,000
April 2028 through March 2029
400,000
April 2029 through March 2030
400,000
April 2030 through June 2030
100,000
Total long-term debt
$ 1,800,000
11.
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK
Sales
to the Company’s largest customer accounted for 59 %
of total revenues sales for the three months ended March 31, 2026, and 44 % for the year ended December 31, 2025.
Accounts
receivable from this customer represented 80 %
and 75 % of total accounts receivable as of March 31, 2026 and December 31, 2025, respectively.
12.
COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in legal
matters arising in the ordinary course of business. While management believes that such matters are not currently material, there can
be no assurance these or other matters will not have an adverse effect on its business, financial condition or results of operations.
13.
SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting operating segment information consistent with the
Company’s internal organizational structure, as well as disclosures related to services, categories, business segments and
major customers. The
Company has two reportable
segments that are based on the following business units: (i) Range Land and (ii) Range Services. The
Range Reclaim, Range Security and Range Water operating business segments, which had been previously reported separately, are now
included within the Range Services operating business segment. The Company’s previous Graphium Biosciences segment was
classified as discontinued operations during the third quarter of 2024. Accordingly, its results are excluded from the table
below, which only reflects continuing operations for all periods presented. In accordance with ASC 280, the Company’s Chief
Executive Officer has been identified as the chief operating decision-maker, who reviews consolidated operating results to allocate
resources and assess performance. Under the management approach to segment reporting, the Company reports selected segment
information on a quarterly basis and provides annual entity-wide disclosures about products and services, major customers and
geographic information. All material operating units meet the criteria under ASC 280 due to their similar customer base and
similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution
processes.
The
two reportable segments that result from applying the aggregation criteria are as follows:
●
Range
Land – mine land acquired, reclaimed and repurposed for next generation uses
●
Range
Services – services in support of reclamation and repurposing of acquired mine land
The
Company had no inter-segment sales for the periods presented.
17
Summarized
financial information concerning the Company’s reportable segments is shown as below:
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT
By
Categories
Range Land
Range Services
Corporate
Total
For the three months ended March 31, 2026
Range Land
Range Services
Corporate
Total
Revenue
$ 915,380
$ -
$ -
$ 915,380
Operating income (loss)
( 1,277,094 )
( 114,247 )
( 407,864 )
( 1,799,205 )
Operating income (loss) from discontinued operations
-
-
-
-
Net income (loss)
( 1,277,094 )
( 114,247 )
( 442,349 )
( 1,833,690 )
Total assets
121,804,269
141,172
29,305
121,974,746
Depreciation
-
17,847
-
17,847
Depreciation from continuing operations
-
-
-
-
Deprecation from discontinued operations
-
-
-
-
Amortization
781,736
-
-
781,736
Accretion
1,404,341
-
-
1,404,341
Interest expense
-
-
34,485
34,485
Capital expenditures for long-lived assets
$ -
$ -
$ -
$ -
Range Land
Range Services
Corporate
Total
For the three months ended March 31, 2025
Range Land
Range Services
Corporate
Total
Revenue
$ -
$ -
$ -
$ -
Operating income (loss) from continuing operations
( 258,292 )
-
( 333,115 )
( 591,407 )
Operating income (loss) from discontinued operations
-
36,111
-
36,111
Net income (loss)
5,579,419
( 221,970 )
( 257,822 )
5,099,627
Total assets
46,132,343
1,754,282
44,734
47,931,359
Depreciation from continuing operations
-
54,147
-
54,147
Deprecation from discontinued operations
-
30,636
-
30,636
Interest expense
-
82,534
8,334
90,868
Capital expenditures for long-lived assets
$ -
$ 100,000
$ -
$ 100,000
14.
SUBSEQUENT EVENTS
None.
18
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary
Statement
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
Unaudited Condensed Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report. The
information contained in this Quarterly Report is not a complete description of our business or the risks associated with an
investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly
Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual
Report on Form 10-K for the year ended December 31, 2025 filed on March 31, 2026, and the accompanying audited financial statements
and notes included therein.
Certain
statements made in this Quarterly Report constitute “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking
statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “intend,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity
or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking
statements. These risks and uncertainties include: general economic and financial market conditions; our ability to obtain additional
financing as necessary; our ability to continue operating as a going concern; any adverse occurrence with respect to our business: other
factors beyond our control; and the other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K
filed with the SEC on March 31, 2026.
Although
we believe that the expectations and assumptions reflected in the forward-looking statements we make are reasonable, we cannot guarantee
future results, levels of activity or performance. In addition, we cannot assess the impact of each factor on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those expressed by any forward-looking
statements. As a result, readers should not place undue reliance on any of the forward-looking statements we make in this report. Forward-looking
statements speak only as of the date on which they are made. Except as required by law, we undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
Company
Overview
Range is a public company dedicated
to advancing the health and wellness of people and the planet through an innovative approach to impact investing. We focus on developing
long-term solutions to environmental, social, and health challenges, particularly through the acquisition, reclamation, and repurposing
of mine sites and other undervalued land in economically disadvantaged Appalachian communities. Leveraging our competitive advantages,
we take an opportunistic approach to solving legacy problems in new ways and deploying capital into strategic opportunities designed
to generate a measurable impact on the people-planet ecosystem and generate strong investment returns for our shareholders.
Our corporate headquarters is
located in Cleveland, Ohio, with additional office locations in Fola, West Virginia and Myra, Kentucky. As of May 15, 2026, we have 10
full-time employees. We also engage consultants and professional service firms as needed to provide us with flexible and experienced resources
while maintaining a cost-effective overhead structure. We strive to instill a corporate culture of honesty, integrity and respect in furtherance
of our mission of doing well by doing good.
Impact
Investing Strategy
Our impact investing strategy
is focused on advancing the health and well-being of people and the planet while also generating long-term, sustainable financial returns
for our shareholders. We believe that doing well and doing good are not mutually exclusive, and that a disciplined approach to impact
investing strategy can align environmental, social and economic objectives with attractive risk-adjusted financial returns.
Our strategy enables our team
to address pressing environmental, social and economic challenges, such as air and water pollution, educational inequality and economic
disparity, and climate change, through the development and implementation of innovative solutions. By directing capital to businesses
that drive positive environmental, social and economic outcomes, we seek to strengthen the people-planet ecosystem while enhancing quality
of life and delivering attractive investment performance.
We are focused on delivering environmental
and social solutions in economically-disadvantaged regions of the United States, with an initial emphasis on Appalachia - home to communities
facing some of the nation’s most challenged income, education and employment outcomes. Our strategy is to acquire large mine sites
burdened by substantial legacy reclamation obligations, and through disciplined execution, complete reclamation activities and obtain
full bond release. By unlocking the underlying land value, we aim to catalyze sustainable, long-term economic development across disadvantaged
coal communities in Appalachia.
19
Operating
Business Segments
Our
two operating business segments are Range Land and Range Services.
Range
Land
Range
Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including
commercial, industrial, residential and recreational developments, with a particular focus on power generation facilities, data centers,
innovative agricultural installations, and projects focused on improving the quality and condition of the air, land and waterways.
Industry estimates indicate that
Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that are burdened with significant
land reclamation and water restoration obligations. Many of these mine sites remain encumbered by mining permits and associated reclamation
bonds, restricting repurposing for non-mining uses until reclamation is complete and the permits and bonds have been released. Water quality
presents a key restraint, as permit release typically requires at least 12 consecutive months of compliant water sampling without active
chemical treatment, underscoring the need for effective water restoration solutions to transition former mine lands to economically viable
non-mining uses.
By leveraging
internal and external resources, the Company has the capabilities to reclaim land, restore waterways, implement innovative water treatment
solutions, and secure mine sites preserving significant legacy infrastructure. The Company also brings expertise in navigating the permit
and bond release process, which is critical to unlocking the underlying value of former mine land for next-generation redevelopment.
Range
Services
Range Services is our operating
segment providing environmental and operational support services to reclaim and repurpose Company-owned former mine land into next-generation
uses. All reclamation, water treatment and site security employees, equipment and trucks, and technological innovations are housed within
this segment. Range Services currently serves only Company-owned land and does not provide services to third parties.
Reclamation activities include
grading, recontouring, revegetation, erosion control, and other activities necessary to satisfy federal and state post-mining land use
standards. Water treatment services include the operation and maintenance of passive and active treatment systems designed to manage and
treat mine-impacted water, including acid mine drainage, in compliance with applicable permits. This includes sampling, laboratory coordination,
and treatment using both conventional methods and innovative solutions, such as the Company’s proprietary biochar water filtration
technologies under development. Range Services also provides physical site security, access control, and risk mitigation activities
to ensure the safety, compliance, and regulatory protection of the Company’s land assets.
Competition
The
Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, faces competition from a variety
of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy the increasing
demands of these types of investments in the marketplace. In many cases, these competitors are larger and better capitalized operating
businesses and investment funds.
Our Company competes on the basis
of a number of factors, including our geographic focus on Appalachia, strategic relationships with reclamation bond insurance companies,
access to impact investing opportunities, access to mission-driven energy-transition capital, recruitment and retention of key personnel,
market share with key customers, and supply relationships with critical vendors. Our ability to continue to compete effectively in our
businesses will depend upon our ability to attract capital and qualified employees.
20
Results
of Operations
Three
Months Ended March 31, 2026 and March 31, 2025
The Company’s revenue
from continuing operations for the three months ended March 31, 2026 was $915,380 related to coal royalties and its operating loss
was $(1,799,205). The operating loss is primarily the result of non-cash depreciation, amortization, and accretion expenses of
$2,203,924 incurred in connection with continuing operations. The Company’s revenue from continuing operations for the
three months ended March 31, 2025 was $0 and its operating loss from continuing operations was $(591,407). The Company’s shift
away from AML reclamation projects in 2025 resulted in all revenues for the period ended March 31, 2025 being classified as
discontinued operations.
For the three months ended March
31, 2026, general and administrative expenses were $464,804, compared to $439,912 from continuing operations incurred for the three months
ended March 31, 2025, an increase of $24,892. General and administrative expenses generally include corporate overhead, salaries and other
compensation costs, financial and administrative contracted services, legal and audit fees, other professional and consulting fees, insurance,
marketing, and travel expenses. The largest increase in general and administrative expenses for the three months ended March 31, 2026
compared to the three months ended March 31, 2025, was attributable to additional audit, professional and legal fees of $80,487,
offset by a decrease in labor and benefit costs of $55,595.
For the three months ended March
31, 2026, the Company incurred net other expense in the amount of $34,485, compared to total net other income of $5,654,923 recorded for
the three months ended March 31, 2025, a decrease of $5,689,408. This decrease in net other income is primarily attributable to the gain
on bargain purchase of $5,602,484, other income of $83,627, and a gain on sale of fixed assets of $59,680 in the quarter ended March 31,
2025, which did not occur in the period ended March 31, 2026.
Net loss for the three
months ended March 31, 2026 was $(1,833,690) compared to a net income of $5,099,627 for the three months ended March 31, 2025 (a
decrease of $6,933,317). This decrease is primarily due to the $5,602,484 gain on bargain purchase that was recognized in the period
ended March 31, 2025, as well as $1,404,341 of accretion expense and $781,736 of amortization expense recognized in the period ended
March 31, 2026, which arose as a result of the acquisitions completed in 2025.
Liquidity
and Capital Resources
As of March 31, 2026, the Company
had total current assets of $2,295,942, comprised of: (i) cash of $1,283,121; (ii) accounts receivable of $950,114; (iii) deposits of
$15,288; and (iv) prepaid expenses of $47,419. As of March 31, 2026, the Company had total current liabilities of $4,008,741, consisting
of: (i) accounts payable of $1,342,832; (ii) accrued expenses of $2,165,909, and (iii) the current portion of long-term debt of $500,000.
As a result, as of March 31, 2026, the Company had negative working capital of $(1,712,799). As of December 31, 2025, the Company had
negative working capital of $(944,511).
As of March 31, 2026, the Company
had long-term assets of $119,678,804, comprised of: (i) land of $42,548,402, (ii) long-term intangible assets of $77,032,874, and (iii)
net property and equipment of $97,528. As of March 31, 2026, the Company had long-term liabilities of $81,855,116, comprised of (i) asset
retirement obligations of $79,555,116, (ii) long-term debt, net of current portion of $1,300,000, and long-term deposit held of $1,000,000.
As of December 31, 2025, the Company had long-term assets of $120,478,387, comprised of (i) land of $42,548,402, (ii) long-term intangible
assets of $77,814,610 and (iii) net property and equipment of $115,375. As of December 31, 2025, the Company had long-term liabilities
of $81,744,297, comprised of (i) asset retirement obligations of $79,344,297, (ii) long-term debt, net of current portion of $1,400,000,
and (iii) long-term deposit held of $1,000,000.
Sources
of Capital
Based on the Company’s current
strategy, we expect royalty income from Range Land to substantially offset our general operating expenses. However, with a current cash
balance of $1,283,121, we may not have sufficient liquidity to operate our business over the next 12 months. If additional capital is
required beyond our existing resources, we intend to pursue financing options to support the funding and execution of our growth strategy
and shareholder value creation plan.
21
Our
estimated total net cash flow for the 12-month period ending March 31, 2027 could decrease if we encounter unanticipated lower revenues
and higher expenses in connection with operating our business as presently planned. In addition, our estimates of the amount of cash
necessary to fund our business may prove to be too low, and we could spend our available financial resources much faster than we currently
expect. If we cannot raise the capital necessary to continue to develop our business, we will be forced to delay, scale back or eliminate
some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.
Until the Company achieves positive
cash flow, we expect to fund our operations, in part, through equity and debt financings. However, such financing may not be available
when needed, on acceptable terms, or at all. Any issuance of equity or convertible debt securities – whether to raise capital or
to fund acquisitions - may result in substantial dilution to existing stockholders and involve securities with rights, preferences and
privileges senior to those of our existing stockholders. Incurring additional debt would increase interest expense, liabilities and future
cash commitments. In addition, capital-raising activities may result in substantial costs, including investment banking fees, legal fees
and other related costs.
Net
Cash Provided By (Used In) Operating Activities
For the three months ended March
31, 2026, net cash used in operating activities was $(982,050), comprised of: (i) a net loss of $1,833,690; (ii) non-cash depreciation
of $17,847; (iii) non-cash amortization of long-term assets of $781,736; (iv) non-cash accretion expense of $1,404,341; (v) an increase
in current assets of $364,687; (v) an increase in current liabilities of $205,925; and (vi) cash paid for asset retirement obligations
of $1,193,522. For the three months ended March 31, 2025, net cash used in operating activities was $(428,101), comprised of: (i) net
income of $5,099,627; (ii) non-cash depreciation of $84,783 (comprised of $54,147 from continuing operations and $30,636 from discontinued
operations); (iii) add-back of the non-cash bargain purchase gain of $5,602,484; (iv) a gain on asset disposals of $59,680; (v) non-cash
vested stock option expense of $4,490; (vi) an increase in current assets of $206,256; and (vii) a decrease in current liabilities of
$161,093.
Net
Cash Provided By (Used In) Investing Activities
For
the three months ended March 31, 2026, there was no net cash provided by or used in investing activities. For the three months ended
March 31, 2025, net cash provided by investing activities was $280,000, comprised of $380,000 of proceeds from the sale of equipment,
partially offset by $100,000 for equipment purchases.
Net
Cash Provided By (Used In) Financing Activities
For the three months ended March
31, 2026, net cash provided by financing activities was $155,000, comprised entirely of the sale of our common stock. For the three months
ended March 31, 2025, net cash provided by financing activities was $233,510, comprised of $600,000 from the sale of our common stock,
partially offset by the repayment of long-term debt of $366,490.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that would be material to stockholders.
22
Critical
Accounting Policies
Our
financial statements and accompanying notes included in this report have been prepared in accordance with United States generally accepted
accounting principles (“U.S. GAAP”) applied on a consistent basis. The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s
estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are
believed to be reasonable under the facts and circumstances. Actual results could differ from the estimates made by management.
We
believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated
financial statements included in this report:
Asset
Retirement Cost and Obligations
Reclamation.
Our asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes,
which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation
activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep
mines, and the treatment of water. We determine the future cash flows necessary to satisfy our reclamation obligations on a permit-by-permit
basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates,
and assumptions regarding productivity. We are also faced with increasingly stringent environmental regulations, much of which are beyond
our control, which could increase our costs and materially increase our asset retirement obligations. Estimates of disturbed acreage
are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity
assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. Our
asset retirement obligations are initially recorded at fair value. In order to determine fair value, we use assumptions including a discount
rate and third-party margin. Each is discussed further below:
Discount
Rate . Our asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate
the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine
lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing
could have a material impact on the valuation of our asset retirement obligations.
23
Third-Party
Margin . The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation.
Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added
to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing
similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates
of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the
cost incurred to perform the work will be recorded as a reduction to amortization within our Consolidated Statements of Operations at
the time that reclamation work is completed.
On
at least an annual basis, we review our reclamation liabilities and make necessary adjustments for permit changes, if any, as granted
by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions
to reflect current experience and updated plans. Refer to Note 5 to the Consolidated Financial Statements included elsewhere in this
Quarterly Report on Form 10-Q for reclamation disclosures including a table summarizing the changes in asset retirement obligations for
the three months ended March 31, 2026.
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The more significant
estimates and assumption by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves
for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax
assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results
could differ from those estimates.
Business
Combinations
Business
combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method
requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition
date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Determining the
fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales
growth rates.
Revenue
Recognition
The Company recognizes revenue under ASC 606, “Revenue
from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize
revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in
the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize
revenue when (or as) each performance obligation is satisfied.
The Company primarily invoices customers for coal
royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed
as incurred. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts
over time for operations included in discontinued operations. The Company’s contracts were generally accounted for as a single performance
obligation since the Company was providing a significant service of integrating components into a single project. The Company recognized
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 was applied to the transaction price to determine the amount of revenue to recognize.
The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value
of the services transferred to the customer.
24
Stock-Based
Compensation
The
Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions
for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, “Compensation -
Stock Compensation” whereby the value of the award is measured on the date of grant and recognized for employees as compensation
expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period
and manner as if the Company had paid cash for the services.
Recent
Accounting Pronouncements
Please
refer to Footnote 1 of the accompanying financial statements for management’s discussion of recent accounting pronouncements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
Applicable.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal
officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, and have concluded that our disclosure
controls and procedures were effective as of March 31, 2026.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
25
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. The impact
and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from
time to time that may harm our business. We are not currently a party to and our properties are not currently the subject of any material
pending legal proceedings the adverse outcome of which, individually or in the aggregate, would be expected to have a material adverse
effect on our financial position or results of operations.
Item
1A. Risk Factors
Please
refer to the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March
30, 2026.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds :
On January 13, 2026, the Company
entered into securities purchase agreements with Carlos Graf Fernandez and John M. Potter providing for the issuance and sale of 700,000
and 333,333 shares of the Company’s common stock, respectively. The aggregate gross proceeds from the sale of these shares was approximately
$155,000. The sale proceeds were used for general operating purposes.
Item
3. Defaults Upon Senior Securities : None
Item
4. Mine Safety Disclosures :
The
information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-Q pursuant to the requirements
of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
Item
5. Other Information : None
26
Item
6. Exhibits
Exhibit
Number
Description
of Exhibit
2.1
Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.1
Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.1.2
Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)
3.1.3
Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.4
Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.5.
Articles of Merger, dated as of September 30, 2021 (Incorporated by reference to Exhibit 3.1.5 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)
3.2.1
Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.2.2
Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)
3.2.3
Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)
10.1
Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
10.2#
Vitality Biopharma, Inc. 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.)
10.3
Second Amended and Restated Revolving Promissory Note, dated as of December 20, 2024, made by the Company, in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K filed with the SEC on March 31, 2025).
10.4
Second Amended and Restated Revolving Promissory Note, dated as December 20, 2024, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K filed with the SEC on March 31, 2025).
10.5
Securities Purchase Agreement, dated as of January 21, 2025, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 23, 2025.
27
10.6
Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of March 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025).
10.7
Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of May 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 4, 2025).
10.8
Purchase and Sale Agreement between WV Reclaim Co, LLC and Range Sky View Land LLC, dated June 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on July 3, 2025).
10.9
Assignment and Assumption Agreement between AppleAtcha Land LLC and Range Sky View Land LLC (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on July 3, 2025).
10.10
Stock Purchase Agreement between Range Reclaim, LLC and Collins Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.11
Purchase and Sale Agreement between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.12
Option Agreement between Range Bluegrass Land, LLC and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.13
Consulting Agreement between the registrant and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.14
Consulting Agreement between the registrant and F&G LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.5 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.15
Membership Interest Option and Cash Distribution Right Agreement between Range Bluegrass Land, LLC and Wicks Building LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.6 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.16
Joinder to General Indemnity Agreement between Continental Heritage Insurance Company, Range Bluegrass Land, LLC and Reckoning Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.7 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.17
Amended and Restated Revolving Promissory Note, dated as December 4, 2023, made by the Company, in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).
10.18
Revolving Collateral Note, dated as June 16, 2023, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).
10.19
Purchase and Sale Agreement, dated as of March 31, 2025, by and among Appleatcha Land, LLC, WV Reclaim Co, LLC and Range Sky View LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025.
31.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
31.2
Certification
of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
Exchange Act of 1934*
32.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
32.2
Certification
of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002†
95
Mine Safety Disclosures
101.INS
Inline
XBRL Instance Document *
101.SCH
Inline
XBRL Taxonomy Extension Schema Document *
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase *
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document *
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
†
Furnished herewith.
*
Filed herewith.
#
Indicates a management contract or any compensatory plan, contract or arrangement.
28
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
RANGE
IMPACT, INC.
By:
/s/
Michael Cavanaugh
Michael
Cavanaugh
Chief
Executive Officer
(Principal
Executive Officer)
Date:
May 15, 2026
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EXHIBIT
INDEX
Exhibit
Number
Description
of Exhibit
2.1
Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.1
Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.1.2
Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)
3.1.3
Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.4
Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.2.1
Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.2.2
Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)
3.2.3
Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)
10.1
Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
10.2#
Vitality Biopharma, Inc. 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.)
30
10.3
Second Amended and Restated Revolving Promissory Note, dated as of December 20, 2024, made by the Company, in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K filed with the SEC on March 31, 2025).
10.4
Second Amended and Restated Revolving Promissory Note, dated as December 20, 2024, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K filed with the SEC on March 31, 2025).
10.5
Securities Purchase Agreement, dated as of January 21, 2025, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 23, 2025.
10.6
Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of March 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025).
10.7
Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of May 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 4, 2025).
10.8
Purchase and Sale Agreement between WV Reclaim Co, LLC and Range Sky View Land LLC, dated June 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on July 3, 2025).
10.9
Assignment and Assumption Agreement between AppleAtcha Land LLC and Range Sky View Land LLC (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on July 3, 2025).
10.10
Stock Purchase Agreement between Range Reclaim, LLC and Collins Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.11
Purchase and Sale Agreement between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.12
Option Agreement between Range Bluegrass Land, LLC and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.13
Consulting Agreement between the registrant and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.14
Consulting Agreement between the registrant and F&G LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.5 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.15
Membership Interest Option and Cash Distribution Right Agreement between Range Bluegrass Land, LLC and Wicks Building LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.6 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.16
Joinder to General Indemnity Agreement between Continental Heritage Insurance Company, Range Bluegrass Land, LLC and Reckoning Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.7 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
31
10.17
Amended and Restated Revolving Promissory Note, dated as December 4, 2023, made by the Company, in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).
10.18
Revolving Collateral Note, dated as June 16, 2023, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).
10.19
Purchase and Sale Agreement, dated as of March 31, 2025, by and among Appleatcha Land, LLC, WV Reclaim Co, LLC and Range Sky View LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025.
31.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
31.2
Certification of Chief Financial Officer (Principal Accounting Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
32.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
32.2
Certification of Chief Financial Officer (Principal Accounting Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
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Mine Safety Disclosures
101.INS
Inline
XBRL Instance Document *
101.SCH
Inline
XBRL Taxonomy Extension Schema Document *
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase *
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document *
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
†
Furnished herewith.
*
Filed herewith.
#
Indicates a management contract or any compensatory plan, contract or arrangement.
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.