What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-03-29 · 314 added, 316 removed, 80 unchanged (89% of the section changed)

otherwise provided in this Annual Report, references to the “Company,” “we,” “us”, and “our”

refer to Range Impact, Inc., a Nevada corporation formed on June 29, 2007 as Legend Mining Inc., and its consolidated subsidiaries.

October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend

Mining Inc.” to “Stevia First Corp.” On July 15, 2016, our Board of Directors and shareholders approved a name change

to “Vitality Biopharma, Inc.” On October 1, 2021, we completed a merger with our wholly-owned subsidiary, Malachite Innovations,

Inc., whereby we changed our name from “Vitality Biopharma, Inc.” to “Malachite Innovations, Inc.” On December

14, 2023, we completed a merger with our wholly-owned subsidiary, Range Impact, Inc., whereby we changed our name from “Malachite

Innovations, Inc.” to “Range Impact, Inc.”

Range Impact, Inc.

is a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to

impact investing.

Range owns and operates several complementary operating businesses focused on developing long-term solutions to environmental,

Our Company History

are a Nevada corporation, initially formed in June 2007 under the name “Legend Mining Inc.” for the purpose of engaging in

mineral property exploration.

The Company, however, was unable to keep its sole mineral claim in good standing due to insufficient funding,

and its interest in that property terminated.

Whereupon, in October 2011, the Company completed a merger with its wholly-owned subsidiary,

Stevia First Corp., whereby the Company changed its name from “Legend Mining Inc.” to “Stevia First Corp.” and

began focusing its business on the cultivation and harvest of stevia leaf and development of stevia products.

As an outgrowth of its

stevia leaf research, the Company commenced researching the development of cannabinoid pharmaceutical candidates known as cannabosides

principally for the treatment of serious neurological and inflammatory disorders, a research activity we continued until the sale of our Graphium subsidiary.

See Note 2 for more details.

2016, our Board of Directors and shareholders approved a corporate name change from “Stevia First Corp.” to “Vitality

Biopharma, Inc.” and in October 2021, as part of a rebranding effort, we completed a merger with a newly-formed wholly-owned subsidiary,

Malachite Innovations, Inc., pursuant to which we changed our corporate name from “Vitality Biopharma, Inc.” to “Malachite

Innovations, Inc.” and expanded our business to include impact investing with a particular focus on acquiring, reclaiming and repurposing

mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia.

This business is the sole source

of our revenues.

In December 2023, the Company completed a statutory merger under Delaware law into Range Impact, Inc., a newly-formed

wholly-owned subsidiary, and adopted the corporate name of “Range Impact Inc.” to create consist branding throughout the

entire Company as a result of the two acquisitions described in the following paragraph.

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

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

Reclamation Entities”).

The Range Reclamation Entities provide land reclamation and water restoration services to mining and non-mining

customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural,

commercial, agricultural or recreational use.

The Range Reclamation Entities’ water restoration services seek to improve the water

quality in rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory

standards and requirements.

Range Natural is no longer an active operating business, but had previously engaged subcontractors to mine

and transport coal on behalf of third-party customers incidental to the reclamation and repurposing of mine sites.

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

an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia.

August 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange

for the cancellation of all remaining debt owed to him.

September 2024, the Company sold all of its drug development assets to a newly-formed entity owned by our former Chief Science Officer

and former Chief Financial Officer.

The Company is no longer in the cannabinoid drug development business.

are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach

to impact investing.

We own and operate several complementary operating businesses focused on developing long-term solutions to environmental,

social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land

in economically disadvantaged communities throughout Appalachia.

Range takes an opportunistic approach to impact investing by leveraging

its competitive advantages and looking at solving old problems in new ways.

Range seeks to thoughtfully allocate its capital into strategic

opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for its

We take an opportunistic approach to impact investing by leveraging

our competitive advantages and looking at solving old problems in new ways.

We seek to thoughtfully allocate our capital into strategic

opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our

shareholders.

corporate headquarters is located in Cleveland, Ohio, with additional office locations in Flatwoods, West Virginia, Fola, West Virginia

and Rocklin, California.

As of March 28, 2024, we employed 56 full-time employees.

In addition, we have, from time to time, engaged various consultants and professional service

firms to provide us with flexible and experienced resources to advance our corporate objectives in order to maintain a cost-effective overhead

We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing well by doing

Investing Strategy

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financial returns for shareholders.

impact investing strategy provides an opportunity for our dedicated 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 of technology-based solutions.

By actively directing investment capital towards businesses that are working 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.

impact investing strategy provides an opportunity for our dedicated 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 of technology-based

By actively directing investment capital towards businesses that are working 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.

have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States.

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Our ambitious strategy is to allocate investment capital and build operating

businesses that provide positive environmental and social impact in the disadvantaged coal communities of Appalachia to maximize the

good we can do for people and the planet.

Business Segments

five operating business segments are:

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

about our business segments should be read together with “Part II.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.”

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

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

Reclamation Entities”).

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

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

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

The Range Reclamation Entities’ water restoration

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

various regulatory standards and requirements.

The Range Reclamation Entities also provide environmental consulting services to customers,

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

chemicals manufactured by third parties to their customers.

Range Natural also mines, directly and through subcontractors, natural resources, including coal, for customers

incidental to the reclamation and repurposing of mine sites.

businesses that provide positive environmental and social impact in the disadvantaged coal communities of Appalachia.

corporate headquarters is located in Cleveland, Ohio, with an additional office location in Fola, West Virginia.

As of March 28, 2025,

we employed 18 full-time employees.

In addition, we have, from time to time, engaged various consultants and professional service firms

to provide us with flexible and experienced resources to advance our corporate objectives in order to maintain a cost-effective overhead

We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing well by doing

have the following five operating business segments:

(i) Range Reclaim;

(ii) Range Minerals;

(iii) Range Water;

(iv) Range Security;

and (v) Range Land.

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

Range Environmental provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers

throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial,

agricultural or recreational use.

Range Environmental also provides environmental consulting services to customers, typically in connection

with land reclamation and water restoration projects, and, as an additional value-add service, sells water treatment chemicals manufactured

by third parties to its customers.

Energy Information Administration (“EIA”), the United States had 551 coal mines in 2020, comprised of 370 active

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of which have resulted in an increasingly difficult market for coal producers.

2000, coal was responsible for 1,966 billion kWh of electricity generation, representing 52% of the total electricity generation in

the United States.

In 2022, coal was responsible for only 828 billion kWh of electricity generation, representing 20% of the total

electricity generation in the United States, a decline of approximately 58%.

According to the EIA, 23% of the 200,568 megawatts of

coal-fired capacity currently operating in the United States is scheduled to retire by the end of 2029 due to the high cost of

operations, competition from natural gas and renewable energy resources, and sustainable initiatives of energy

the reclamation of closed and inactive mine sites has not kept pace with the increase in the number of closed and idled mine sites,

thus creating a substantial backlog of reclamation work that needs to be completed on former mine sites.

2000, coal was responsible for 1,966 billion kWh of electricity generation, representing 52% of the total electricity generation in the

United States.

In 2022, coal was responsible for only 828 billion kWh of electricity generation, representing 20% of the total electricity

generation in the United States, a decline of approximately 58%.

According to the EIA, 23% of the 200,568 megawatts of coal-fired capacity

currently operating in the United States is scheduled to retire by the end of 2029 due to the high cost of operations, competition from

natural gas and renewable energy resources, and sustainable initiatives of energy producers.

the reclamation of closed and inactive mine sites has not kept pace with the increase in the number of closed and idled mine sites, thus

creating a substantial backlog of reclamation work that needs to be completed on former mine sites.

According to the U.S.

Office of Surfacing Mining Reclamation and Enforcement (“OSMRE”), there are approximately 50,000 high-priority abandoned

mine land locations in the United States resulting from legacy coal mining operations that failed to adequately reclaim the land and

waterways back to their natural state as required by federal regulations.

Additionally, there are tens of thousands of active mine sites in the United States that

require contemporaneous reclamation of land and waterways during the active mining process, and an estimated equally large number of

idled mine locations that also require significant land reclamation and water restoration.

Office of Surfacing

Mining Reclamation and Enforcement (“OSMRE”), there are approximately 50,000 high-priority abandoned mine land locations

in the United States resulting from legacy coal mining operations that failed to adequately reclaim the land and waterways back to their

natural state as required by federal regulations.

Additionally, there are tens of thousands of active mine sites in the United States

that require contemporaneous reclamation of land and waterways during the active mining process, and an estimated equally large number

of idled mine locations that also require significant land reclamation and water restoration.

the Surface Mining Control and Reclamation Act of 1977 (“SMRCA”), OSMRE was established for two basic purposes:

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in new funding to be appropriated for deposit into the AML reclamation fund.

The AML reclamation fund is only available

to help fund the reclamation of mines abandoned before SMCRA was enacted in 1977, and therefore, all mines abandoned after the year 1977

cannot access funding from the AML reclamation fund and must obtain funding from other sources.

While much of

the funding for this reclamation work comes from the federal government, each state in Appalachia has a Department of Environmental

The AML reclamation fund is only available to help fund

the reclamation of mines abandoned before SMCRA was enacted in 1977, and therefore, all mines abandoned after the year 1977 cannot access

funding from the AML reclamation fund and must obtain funding from other sources.

much of the funding for this reclamation work comes from the federal government, each state in Appalachia has a Department of Environmental

Protection (“DEP”) or an equivalent agency that oversees coal mining permitting, operations, and reclamation.

rules and regulations, coal mining companies are required to develop a mining and reclamation plan that is approved by the

applicable state agency, obtain a mining permit from the state, and secure a reclamation surety bond from a qualified third-party

insurance company or provide a comparable financial guarantee.

The reclamation surety bond provides the state with financial

assurances that land reclamation and waterway restoration will be performed in accordance with the reclamation plan once mining is

complete if the coal mining company, as primary obligor, fails to perform.

Therefore, there are at least three groups who may need

land reclamation, water restoration and environmental consulting services:

(i) mining companies when permits are active and

reclamation bonds are not in default, (ii) surety bond insurers when reclamation bonds are in default, and (iii) states through

their AML reclamation funds for mine lands abandoned before 1977 and for mine lands with defaulted coal mining companies and

forfeited surety bonds on or after 1977.

the time of its acquisition in May 2022, the Range Reclamation Entities had one reclamation customer, 15 pieces of owned and

financed equipment, eight pieces of rented equipment, and 12 employees, all located and operating in West Virginia.

As of March 2024,

less than two years later, the businesses had five reclamation customers, more than 100 pieces of owned and financed equipment, and

35 employees in West Virginia.

For the full year 2021, the Range Reclamation Entities had revenues of approximately $2.5 million.

For the full year 2023, the Range Reclamation Entities generated revenues of approximately $18.7 million, an increase of $16.2

million over a two-year period.

The Range Reclamation Entities have also made a significant investment in recruiting, retaining and

rewarding employees, including providing new benefits such as health insurance, paid time off, vacation days, 401(k) retirement plan,

and job advancement training.

The Range Reclamation Entities’ employees are their most valuable asset, and therefore we are

committed to building a best-in-class culture and financially rewarding our talented, hard-working employees so that we can maximize

the good we can do for our people and their families.

Range Reclamation Entities are planning for continued growth in their land reclamation, water restoration and consulting businesses by

expanding their market share with existing coal mining customers and reclamation bond insurers, adding new coal mining and non-coal mining

customers, and collaborating with the Company’s other operating businesses to generate incremental sales opportunities.

seek to add additional people, equipment and technologies to support our ambitious growth goals to ensure we successfully execute our

value creation plans for the Company and our shareholders.

Under DEP rules

and regulations, coal mining companies are required to develop a mining and reclamation plan that is approved by the applicable state

agency, obtain a mining permit from the state, and secure a reclamation surety bond from a qualified third-party insurance company or

provide a comparable financial guarantee.

The reclamation surety bond provides the state with financial assurances that land reclamation

and waterway restoration will be performed in accordance with the reclamation plan once mining is complete if the coal mining company,

as primary obligor, fails to perform.

Therefore, there are at least three groups who may need land reclamation, water restoration and

environmental consulting services:

(i) mining companies when permits are active and reclamation bonds are not in default, (ii) surety

bond insurers when reclamation bonds are in default, and (iii) states through their AML reclamation funds for mine lands abandoned before

1977 and for mine lands with defaulted coal mining companies and forfeited surety bonds on or after 1977.

Environmental currently provides reclamation and water treatment services to one customer at one large mining complex located in Fola,

West Virginia (the “Fola Mine”).

Range Environmental employs 8 full-time workers and owns over 30 pieces of equipment, trucks

and accessories that are used in its business operations.

Occasionally, Range Environmental will also rent or lease specific pieces of

equipment for certain tasks.

Range Environmental operates in a highly-competitive market environment with high price sensitivity of customers

and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key drivers

of profitability and performance.

Range Environmental uses minimal raw materials in connection with its reclamation services at the Fola

Mine, other than grass seed, trees, water treatment solutions and other related reclamation and water treatment supplies, which are reimbursed

by its customer.

Range Environmental does not own any intellectual property and does not require any government approvals to provide

reclamation services at the Fola Mine, other than standard business licenses and safety training for workers.

August 2023, the Company acquired Collins Building & Contracting, Inc.

(“Collins Building”), a West Virginia-based environmental

services business focused on performing reclamation services on abandoned mine lands throughout West Virginia.

Collins Building, along

with the Range Reclamation Entities, are classified within the Range Reclaim operating business segment.

Preta, LLC, an Ohio limited liability company (“Terra Preta”), is a biochar product development and environmental solutions

business started by the Company in December 2022.

Terra Preta is developing a novel and innovative combination of biochar, proprietary

materials and structural designs intended to create several first-of-its-kind agricultural and water filtration products and solutions.

(“Collins Building”), a West Virginia-based

environmental services business focused on performing reclamation services on AML sites throughout West Virginia.

acquisition, the Company used Range Environmental employees to perform reclamation services on AML sites using Range Environmental

equipment and Collins Building equipment.

The Company subsequently determined that AML reclamation work was more administratively

and operationally challenging than anticipated, and that the Company was devoting a disproportionate amount of time, capital and

human resources allocated to these AML projects, particularly when compared to alternative opportunities in the marketplace.

August 2024, the Company sold substantially all of the assets of Collins Building back to its previous owner in exchange for the

discharge of the outstanding indebtedness then owed by the Company in connection with the August 2023 acquisition.

Company completed its final AML jobs in early November 2024, and subcontracted its remaining three active AML jobs to the previous

owner of Collins Building as part of the August 2024 transaction.

As of the date of this filing, the Company is no longer engaged

in the AML reclamation business but continues with other reclamation activities.

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

Range Natural

provided mining and reclamation services using six of its own employees and two third-party mining subcontractors for its one customer

at the Fola Mine until December 2023.

Range Natural operates in a highly-competitive market environment with high price sensitivity of

customers and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key

drivers of profitability and performance.

Range Natural uses minimal raw materials in connection with its mining and reclamation services

at the Fola Mine, other than grass seed and other related reclamation supplies, which are reimbursed by its customer.

Range Natural does

not own any intellectual property and does not require any government approvals to provide mining and reclamation services at the Fola

Mine, other than standard business licenses, mining operator permits, and safety training for workers.

Range Natural billed its sole

customer using a “rates and hours” method for its own employees and a “cost plus margin” method for its subcontractors.

Range Natural employees used Range Natural equipment and Range Natural subcontractors used their own equipment in performing the mining

and reclamation services.

In December 2023, all of the Range Natural employees were terminated and the mining equipment subsequently

sold since Range Natural was no longer directly providing mining and reclamation services at the Fola Mine.

Beginning in January 2024,

Range Natural had no employees, equipment or operations, other than contracts with third-party subcontractors.

January 2024, the Company separated Range Natural’s results from the “Range Reclaim” reporting segment and included

Range Natural’s results in a separate “Range Minerals” reporting segment.

The Company believes reporting the results

of Range Minerals separately from Range Reclaim will provide better insight and transparency into the overall operational performance

of both operating business segments.

January 2024 to May 2024, Range Natural engaged two subcontractors to perform mining and reclamation services for its one customer at

the Fola Mine.

Range Natural was responsible for paying both subcontractors on a bi-monthly basis and then charged its customer using

a “cost plus margin” method.

May 2024, Range Natural engaged a primary contractor to fund the bi-monthly payments due to the same two subcontractors performing mining

and reclamation services for its one customer at the Fola Mine.

As of June 30, 2024, the primary contractor failed to perform and therefore

the contract was terminated.

June 30, 2024, as part of the contract termination, Range Natural agreed to assume the liability due to the subcontractors in exchange

for the ownership of the coal that had been mined by the subcontractor, and all contractual relationships with third-party contractors

and subcontractors were terminated.

In August 2024, Range Natural sold all of the coal that it had acquired as part of the contract termination

and subsequently paid in full all amounts due to the subcontractors.

Range Natural currently has no, and has no future plans to have

any, employees, equipment, contractual relationships, or operations, and therefore intends to discontinue the Range Minerals operating

business segment beginning in 2025.

Preta, LLC, an Ohio limited liability company (“Terra Preta”), is a biochar product development and environmental

solutions business started by the Company in December 2022.

Terra Preta is developing a novel and innovative combination of biochar,

proprietary materials and structural designs intended to create several first-of-its-kind agricultural and water filtration products

and solutions.

Terra Preta’s research and development efforts have been put on hold until the Company has raised additional capital to fund the

advancement of its biochar-based agricultural and water filtration products.

is a solid, lightweight carbon-rich material produced by the thermal decomposition of organic material (such as cellulosic feedstock,

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growth of agricultural products.

gases, comprised of carbon dioxide, methane, nitrous oxide and fluorinated gases, are gases that trap heat in the atmosphere, and are

generally believed to result in warmer temperatures and climate change, including changing weather patterns, rising sea levels, and more

extreme weather events.

Carbon dioxide enters the atmosphere through, among other things, the burning of fossil fuels, solid waste and

other biomass materials, and is removed from the atmosphere when absorbed by plants during the photosynthesis process.

Terra Preta is

in discussions with a large affiliated landowner to enter into a long-term lease or purchase of at least 100 acres of former mine land

in West Virginia for the planting, growth and harvesting of crops to serve as the primary feedstock for our biochar production operations.

The newly planted crops would then act as a “carbon sink”, drawing substantial amounts of carbon dioxide from the atmosphere

into the plants through the photosynthesis process.

When the plants are harvested, biochar is produced through the carbonization pyrolysis

process and the captured carbon dioxide is permanently preserved as carbon in the biochar product for use in water treatment and agricultural

Terra Preta would seek to lease or acquire former mine lands for the planting, growth and harvesting of crops to serve as the primary

feedstock for our biochar production operations.

The newly planted crops would then act as a “carbon sink”, drawing substantial

amounts of carbon dioxide from the atmosphere into the plants through the photosynthesis process.

When the plants are harvested, biochar

is produced through the carbonization pyrolysis process and the captured carbon dioxide is permanently preserved as carbon in the biochar

product for use in water treatment and agricultural end uses.

to rules adopted under the Clean Water Act of 1972 (“Clean Water Act”), the U.S.

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ponds or expensive chemicals.

agriculture plays a critical role in the stability, growth, and diversification of our future food supply chain and the growth of plants

intended to serve as a carbon sink to reduce greenhouse gases.

High-quality soil, a key condition for sustainable agriculture, requires

organic matter, microorganisms, nutrients, and optimal compaction.

Subsoils with a sufficient number of air-filled pores have little

restriction to drainage and aeration, and typically are able to decompose and cycle organic matter and nutrients more efficiently.

Alternatively,

soil with poor aeration leads to the build-up of carbon dioxide, reduces the ability of plants to absorb water and nutrients, and leads

to increased plant stress and root disease.

To help address the ill effects of soil compaction, Terra Preta is developing a proprietary,

fortified biochar soil amendment that provides unique soil structuring characteristics that will allow plants to grow strong roots that

optimize the absorption of water and nutrients, thereby reducing root stress and disease.

December 2022, Terra Preta filed trademarks for biochar goods and services related to agricultural and water treatment applications, and in March 2023, filed provisional patents related to novel and innovative agricultural and water treatment solutions and designs.

Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens that each produce one ton of biochar per day to advance our research

and development activities.

We are currently evaluating the purchase of a large continuous-process pyrolysis oven to increase

the scale of our biochar production to commercial levels.

Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services business

started by the Company in November 2022.

Range Security is focused on providing eco-friendly, technology-driven security services to

active and former mine sites, with a particular focus on locations transitioning from coal mining to next generation industries.

Security is intended to serve as a complementary business to the Range Reclamation Entities.

agriculture plays a critical role in the stability, growth, and diversification of our future food supply chain and the growth of

plants intended to serve as a carbon sink to reduce greenhouse gases.

High-quality soil, a key condition for sustainable

agriculture, requires organic matter, microorganisms, nutrients, and optimal compaction.

Subsoils with a sufficient number of

air-filled pores have little restriction to drainage and aeration, and typically are able to decompose and cycle organic matter and

nutrients more efficiently.

Alternatively, soil with poor aeration leads to the build-up of carbon dioxide, reduces the ability of

plants to absorb water and nutrients, and leads to increased plant stress and root disease.

To help address the ill effects of soil

compaction, Terra Preta plans to develop a proprietary, fortified biochar soil amendment that provides unique soil structuring

characteristics that will allow plants to grow strong roots that optimize the absorption of water and nutrients, thereby reducing

root stress and disease.

December 2022, Terra Preta filed trademarks for biochar goods and services related to agricultural and water treatment applications.

In March 2023, Terra Preta filed provisional patents related to novel and innovative agricultural and water treatment

solutions and designs.

Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens that each produce one ton of biochar

per day to advance our research and development activities.

In July 2024, the biochar ovens owned by Terra Preta were scrapped by

the Company since they were no longer being used for small batch biochar production.

There were no insurance proceeds received for

these losses.

We are currently evaluating the purchase of a large continuous-process pyrolysis oven to increase the scale of our

biochar production to commercial levels once adequate funding is secured to advance this initiative.

Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services

business started by the Company in November 2022.

Range Security is focused on providing eco-friendly, technology-driven security

services to active and former mine sites, with a particular focus on locations transitioning from coal mining to next generation

industries and uses.

Range Security is intended to serve as a complementary business to the Range Reclaim and Range Minerals entities.

sites in the Appalachian region frequently comprise thousands of acres of natural habitat with valuable infrastructure and operating

assets disbursed across large tracts of land.

However, many of these mine sites lack adequate broadband access or cellular service, and

therefore traditional technology-based security solutions are not available.

Also, due to the large land areas and often challenging

access roads and mountainous terrain, consistent visual confirmation of the safety and security of high value assets is problematic,

and unnecessary amounts of carbon dioxide are emitted from heavy-duty trucks used to perform frequent visual security checks.

due to the remoteness and lack of technological options, most security services in the market fail to provide an independent verification

of the security status of a mine site and confirmation of visual security checks, resulting in a customer’s uncertainty regarding

the actual security services being provided.

assets commonly found on mine sites requiring high-levels of security services include office buildings, coal operation facilities

such as preparation plants and loadout facilities, power stations and electrical lines, vehicles and heavy equipment, supplies and

chemicals, and spare parts and components.

These high-value assets are frequently the target of theft since all or parts of these

assets can be easily removed from the mine site and sold for cash.

Unfortunately, the actual damage to the operation resulting from

this type of destructive theft is frequently many times the market value of the stolen item, primarily due to the losses resulting

from the down-time of operations, the cost of repairs and replacement components, and the long-term damage to critical

infrastructure that could be repurposed and used to attract next generation industries once mining is complete.

March 2023, Range Security was engaged by its first customer for environmental security services covering a 13,000-acre coal mine site

in West Virginia.

Range Security currently employs 17 security professionals, and is focusing its recruitment efforts on military veterans,

police officers, and other professionals with security experience.

Range Security has purchased two fuel-efficient utility task vehicles

for ground surveillance and a thermal-imaging drone for aerial surveillance, all of which use significantly less fuel and electricity

to operate than traditional security vehicles and provide a much broader coverage range with a substantially lower carbon footprint.

Range Security is also in the process of establishing satellite-based wireless service to support video surveillance and enable a mobile

technology solution used by our security professionals to provide real-time evidence of visual security checks.

Range Security plans

to expand its security service business onto additional mine sites, with a particular focus on locations with valuable infrastructure

being repurposed into non-coal multi-use complexes with attractive job growth prospects and next generation industry opportunities.

Land, LLC, an Ohio limited liability company (“Range Land”), is a land acquisition company started by the Company in

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.

Range Land is specifically

interested in acquiring land to be used for renewable energy facilities, innovative agricultural installations, and projects focused

on improving the quality and condition of our air, land and waterways.

However, many of these mine sites lack adequate broadband access or cellular service,

and therefore traditional technology-based security solutions are not available.

Also, due to the large land areas and often

challenging access roads and mountainous terrain, consistent visual confirmation of the safety and security of high value assets is

often difficult, and significant amounts of carbon dioxide are emitted from heavy-duty trucks used to perform frequent

visual security checks.

Furthermore, due to the remoteness and lack of technological options, most security services in the market

fail to provide an independent verification of the security status of a mine site and confirmation of visual security checks,

resulting in a customer’s uncertainty regarding the actual security services being provided.

assets commonly found on mine sites requiring high-levels of security services include office buildings, coal operation facilities such

as preparation plants and loadout facilities, power stations and electrical lines, vehicles and heavy equipment, supplies and chemicals,

and spare parts and components.

These high-value assets are frequently the target of theft since all or parts of these assets can be

easily removed from the mine site and sold for cash.

Unfortunately, the actual damage to the operation resulting from this type of destructive

theft is frequently many times the market value of the stolen item, primarily due to the losses resulting from the down-time of operations,

the cost of repairs and replacement components, and the long-term damage to critical infrastructure that could be repurposed and used

to attract next generation industries once mining is complete.

March 2023, Range Security was engaged by its first customer for environmental security services covering a 13,000-acre coal mine

site in West Virginia.

Range Security currently employs 8 security professionals, and

is focusing its recruitment efforts on military veterans, former and current police officers, and other professionals with security

Range Security has purchased two fuel-efficient utility task vehicles for ground surveillance and a thermal-imaging

drone for aerial surveillance, all of which use significantly less fuel and electricity to operate than traditional security

vehicles and provide a much broader coverage range with a substantially lower carbon footprint.

Range Security is also in the

process of establishing satellite-based wireless service to support video surveillance and enable a mobile technology solution used

by our security professionals to provide real-time evidence of visual security checks.

Range Security plans to expand its security

service business onto additional mine sites, with a particular focus on locations with valuable infrastructure being repurposed into

non-coal multi-use complexes with attractive job growth prospects and next-generation industry opportunities.

Land, LLC, an Ohio limited liability company (“Range Land”), is a land acquisition company started by the Company in August

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.

Range Land is specifically interested in acquiring

land to be used for renewable energy facilities, innovative agricultural installations, and projects focused on improving the quality

and condition of our air, land and waterways.

to industry estimates, Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that

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Many of these troubled mine sites are subject to

mining permits and associated reclamation bonds, which as a result, prevents the land from being repurposed for non-mining uses

until the land has been reclaimed and the permits and bonds have been released by the applicable state’s environmental

protection department.

Water quality is a particularly challenging issue since a permit can only be released if the site has at

least 12-months of compliant water samples without active chemical treatment, which heightens the need for water restoration

solutions to help transition former mine land to economically viable non-mining uses.

Company, through its several operating businesses, has assembled the internal resources and capabilities to reclaim land, restore waterways,

install innovative water treatment solutions, and secure the mine site to protect the significant historical investment in infrastructure.

In addition to these in-house capabilities, the Company and its operating businesses also possess deep knowledge and expertise about

the permit and bond release process, which is a critical step necessary to unlock the underlying value of former mine land for non-fossil

Range Land is actively evaluating several mine sites in Appalachia to acquire, reclaim and repurpose in order to improve

the land and create non-fossil fuel economic development opportunities for disadvantaged local coal communities.

mining permits and associated reclamation bonds which prevents the land from being repurposed for non-mining uses until the land has

been reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department.

Water quality is a particularly challenging issue since a permit can only be released if the site has at least 12 consecutive months

of compliant water samples without active chemical treatment, which heightens the need for water restoration solutions to help

transition former mine land to economically viable non-mining uses.

Company, through its several operating businesses, has assembled the internal resources and capabilities to reclaim land, restore

waterways, install innovative water treatment solutions, and secure the mine site to protect the significant historical investment

in infrastructure.

In addition to these in-house capabilities, the Company and its operating businesses also possess deep knowledge

and expertise in the permit and bond release process, which is a critical step necessary to unlock the underlying value of the

former mine land for non-fossil fuel uses.

Range Land is actively reviewing several mine sites throughout Appalachia to acquire,

reclaim and repurpose in order to improve the land and create non-fossil fuel economic development opportunities for disadvantaged

local coal communities.

September 2023, Range Land, through its wholly-owned subsidiary CLV Azurite Land, LLC, an Ohio limited liability company (“CLV

Azurite”), acquired over 1,900 acres of surface interest at an idled mine complex in West Virginia.

CLV Azurite is in active discussions with the holder of the permits and bonds associated with the acquired land to ensure that the acquired

surface acreage can be repurposed for alternative non-fossil fuel uses.

Concurrently, CLV Azurite is in active discussions with two experienced

and well-capitalized solar developers to convert the former mine land into a large solar energy facility on a majority of the

CLV Azurite is in active

discussions with the holder of the permits and bonds associated with the acquired land to ensure that the acquired surface acreage

can be repurposed for alternative non-fossil fuel uses.

Concurrently, CLV Azurite is in active discussions with two experienced and

well-capitalized solar energy developers to convert the former mine land into a large solar energy facility on a majority of the

acquired surface acreage, as well as additional acreage for commercial, industrial, recreational and residential development.

solar arrangements, CLV Azurite would be the landlord and the solar developer-operator would be the tenant required to pay CLV Azurite

a negotiated lease payment on a per acre basis.

Biosciences, Inc., a Nevada corporation (“Graphium”), is a cannabinoid-based drug development company tracing its history

of technological innovation and drug advancement back to October 2011 through two predecessor entities, Stevia First Corp.

Biopharma, Inc.

In October 2021, the Company formed Graphium as a wholly-owned subsidiary and transferred all of its drug development

assets to this newly-formed entity.

is advancing a broad portfolio of glycosylated cannabinoid prodrugs that have been developed to unlock the rebalancing effects of the

endocannabinoid system to address numerous chronic conditions with inadequate pharmaceutical options.

Graphium’s leading drug candidate,

VBX-100, is a glycosylated tetrahydrocannabinol (“THC”) cannabinoid that targets inflammatory conditions of the gastrointestinal

tract but without unwanted psychoactive or intoxicating side effects.

Cannabinoids,

including THC and cannabidiol (“CBD”), have well-known therapeutic benefits through their interaction with the human endocannabinoid

system, which serves a regulating and rebalancing function in the body.

For decades, patients have used cannabinoids to activate the

endocannabinoid system to provide relief for numerous chronic and debilitating ailments, including inflammation, pain, anxiety, depression,

However, THC, a commonly-used cannabinoid with significant therapeutic benefit, is psychoactive and intoxicating, and therefore

its use has many practical, and in some cases legal, limitations.

Nevertheless, many patients with chronic health conditions, including

gastrointestinal inflammation, continue to use cannabinoids because current pharmaceutical offerings do not provide adequate therapeutic

relief or result in unwanted side effects.

novel scientific discovery was the development of a proprietary enzymatic bioprocessing technology that adds one or more glucose molecules

to a cannabinoid, resulting in our proprietary glycosylated cannabinoid compounds.

Our glycosylated cannabinoids act as prodrugs that

achieve targeted delivery of the bioactive cannabinoids within the body once they are activated.

Prodrugs are compounds that, after administration,

are metabolized into a pharmacologically active drug and are often designed to improve drug properties and reduce known or expected toxicities

and adverse side effects.

The advantages of our glycosylated cannabinoid prodrugs may include:

(i) administration in a convenient oral

formulation, (ii) targeted delivery with release in the colon or large intestine, (iii) improved stability with limited degradation or

drug metabolism, and (iv) delayed release enabling longer-lasting effects and fewer administrations by patients.

have learned through our animal studies that glucose bound to cannabinoid molecules are inactive and poorly absorbed from the intestines,

allowing the combined molecule to reach the large intestine where glycoside hydrolase enzymes cleave the glucose and the cannabinoid

is released in a targeted and restricted manner.

Further, we have learned through our animal studies that a targeted release of THC,

which could be provided in very low doses to achieve physiologically beneficial results, serves as an anti-inflammatory agent in the

lower gastrointestinal tract and minimizes the amount of THC absorbed into the blood stream.

Therefore, we anticipate our glycosylated

cannabinoid prodrug will provide the anti-inflammatory benefits of low-dose THC while avoiding the psychoactive and intoxicating properties

that hinder the broader pharmaceutical use of THC.

Initially, we are targeting the $20 billion inflammatory bowel disease (“IBD”)

market in the United States, which is composed of patients suffering from ulcerative colitis and Crohn’s disease, both chronic

and debilitating conditions with no cure.

We also believe our glycosylated cannabinoids could also be used to treat other indications,

including, among others, irritable bowel syndrome (“IBS”), anxiety, depression, autism and cancer.

using our proprietary enzymatic bioprocessing technologies, our research team has developed a novel family of over 100 glycosylated cannabinoid

These glycosylated cannabinoids have unique commercial applications and patentable compositions of matter, which are separate

and distinct from ordinary cannabinoids.

Currently, our intellectual property is comprised of the following patents:

(i) Cannabinoid

Glycoside Prodrugs and Methods of Synthesis:

Patent filed in 2016 and granted in 2021 for the invention of novel glycosylated cannabinoids

and methods of targeted delivery for the treatment of gastrointestinal disorders, including IBD and IBS, (ii) Antimicrobial Compositions

Comprising Cannabinoids and Methods of Using the Same:

Patent filed in 2018 and granted in 2021 for the use of cannabinoids as antibiotics

for the treatment of Clostridioides difficile , (iii) Novel Cannabinoid Glycosides and Uses Thereof:

Patent filed in 2020 and in

prosecution for additional novel cannabinoid glycosides and includes research data supporting the improved characteristics and commercial

production strategies for these new molecules, and (iv) Continuous Enzymatic Perfusion Reactor System:

Patent filed in 2021 and in prosecution

for our improved reactor system for the efficient enzymatic glycosylation of hydrophobic small molecules, including cannabinoids.

believe our intellectual property portfolio of glycosylated cannabinoids possess significant value and, as a result, we have allocated

substantial resources to ensure that our U.S.

and international patents are properly filed and successfully prosecuted.

As our research

efforts involving glycosylated cannabinoids continue to progress, we plan to file additional patents to further expand our growing family

of intellectual property assets and create long-term value for our shareholders.

research team has performed 23 animal studies to test the safety, efficacy and dosing levels of our glycosylated cannabinoids, which

have provided us with favorable scientific data and the opportunity to further refine our drug development plan.

We have performed two

industry standard colitis disease mouse models:

(i) TNBS model in 2017 and 2018 that generated favorable colitis prevention data, and

(ii) DSS model in 2021 that generated favorable colitis treatment data.

In 2021, we received a letter from the Food and Drug Administration’s

(“FDA”) Office of Orphan Products Development stating that we have been granted Orphan Drug Designation for our glycosylated

cannabinoid VBX-100 for the treatment of pediatric ulcerative colitis.

An Orphan Drug Designation provides several benefits, including

fee waivers, tax credits, fast tracking of regulatory processes, and seven years of market exclusivity.

to our development of pharmaceutical products, we are subject to extensive regulation by the FDA and other federal, state, and local

Also, since we are researching and developing cannabinoid-based products, we are subject to regulation by the U.S.

Drug Enforcement

Administration (“DEA”).

Our research and development activities focus on cannabinoids, particularly THC and CBD derived from

the cannabis plant, which the DEA has classified as Schedule I substances.

Schedule I substances are defined as drugs with no currently

accepted medical use and a high potential for abuse.

In May 2019, the DEA informed us that it had determined that they consider our VBX-100

prodrug a Schedule I substance.

As a result, any developing, testing, manufacturing, or clinical studies involving our VBX-100 prodrug,

and by inference potentially all of our THC-glycoside molecules, are required to be properly licensed by the DEA and adhere to strict

diversion control standards.

are working closely with a third-party contract research organization to develop a detailed drug development plan to advance our leading

drug candidate, VBX-100, through Phase II clinical trials by the end of 2027, subject to receipt of sufficient funding, which is currently

estimated to be approximately $16.0 million.

We have engaged an investment banker to assist with an initial capital raise of $4.0 million

and are targeting a closing of that initial capital raise in 2Q 2024, with the remaining $12.0 million to be raised in 2025 once key

drug development milestones are achieved.

Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, is anticipated to face 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.

Company competes on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven

energy-transition capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance

companies, recruitment and retention of key personnel, market share with key customers, and supply relationships with critical

Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and

retain and motivate our existing employees.

2023, the Company engaged Foundation Software, LLC (“Foundation Software”) as its new accounting software provider and converted all of the Company’s accounting

system operations from QuickBooks to Foundation Software during the second quarter of 2023.

Cleveland, Ohio in 1985, Foundation Software is specifically designed for service companies, particularly those in the construction,

contracting and reclamation industries.

Foundation Software offers the Company several enhanced features critical to the successful

execution of its shareholder value creation plan, including (i) general ledger accounting, including accounts payable, accounts

receivable, inventory and customer billing, (ii) equipment tracking on job sites, maintenance, utilization and depreciation, (iii)

employee tracking on job sites, time and materials, utilization, and billing, (iv) job costing and profitability reporting segmented

by customers, job types and location, and (v) numerous real-time management dashboard and key performance indicator reports that

will allow management to closely monitor financial and operational performance and quickly react to business opportunities and

Furthermore, Foundation Software will allow the Company to quickly scale operations and efficiently and cost-effectively

support the anticipated growth of each business, thereby preventing our accounting and management systems from becoming a limiting

factor to our growth initiatives.

the solar arrangements, CLV Azurite would be the landlord and the solar developer-operator would be the tenant required to pay CLV

Azurite a negotiated lease payment on a per acre basis.

are focused on a large and growing marketplace for impact investing initiatives, and therefore, anticipate facing competition

from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to

satisfy the increasing demands for these types of investments in the marketplace.

In many cases, these competitors are larger and

better capitalized than the Company.

We compete on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition

capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance companies, 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 new employees and retain and motivate our existing employees.

Software, LLC (“Foundation”) serves as the Company’s third-party accounting software provider.

software is specifically designed for service companies, particularly those in the construction, contracting and reclamation

Foundation’s software offers the Company several enhanced features critical to the successful execution of its

shareholder value creation plan, including (i) general ledger accounting, including accounts payable, accounts receivable, inventory

and customer billing, (ii) equipment tracking on job sites, maintenance, utilization and depreciation, (iii) employee tracking on

job sites, time and materials, utilization, and billing, (iv) job costing and profitability reporting segmented by customers, job

types and location, and (v) numerous real-time management dashboard and key performance indicator reports that allow management to

closely monitor financial and operational performance and quickly react to business opportunities and issues.

Foundation’s software allows the Company to more readily scale operations and efficiently and cost-effectively support the

anticipated growth of each of our business lines, thereby reducing the risk that our accounting and management systems

become a limiting factor to our growth initiatives.

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 year

ended December 31, 2024, the Company incurred a net loss of $9,798,083 and used $1,591,426 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.

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

The Company estimates, as of December 31, 2024, that it may not have sufficient funds to operate the business for 12 months given its

cash balance of $167,286 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 if

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

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

No assurance can be given that

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

maintain a corporate website at:

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What changed 10-K

Item 1. Business