What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-03-29 · 168 added, 117 removed, 106 unchanged (73% of the section changed)

19 unchanged sentences

Affecting Comparability of Financial Results

the year ended December 31, 2023, we purchased Collins Building, as described in Note 2 to our Consolidated Financial Statements.

the year ended December 31, 2022, we purchased the Range Reclamation Entities, as described in Note 3 to our Consolidated Financial Statements.

the year ended December 31, 2023, the Company purchased Collins Building, as described in Note 2 to the Consolidated Financial

During the year ended December 31, 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, as described in more detail in Note 2.

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

In accordance with GAAP, assets and

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

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

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

of Operations

We 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.

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.

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.

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.

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.

Accounting Policies

believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our financial

of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make certain estimates

and assumptions which affect amounts reported in our consolidated financial statements.

On an ongoing basis, we evaluate the accounting

policies and estimates that are used to prepare financial statements.

Management has made their best estimates and judgments of certain

amounts included in the financial statements, giving due consideration to materiality.

We do not believe that there is great likelihood

that materially different amounts would be reported under different conditions or using different assumptions related to the accounting

policies described below.

However, application of these accounting policies involves the exercise of judgment and use of assumptions

as to future uncertainties and, as a result, actual results could differ from these estimates.

of Estimates and Assumptions

9 unchanged sentences

growth rates.

purchases occur if the acquisition date amounts of the identifiable net assets acquired, excluding goodwill, exceed the sum of (1) the

value of consideration transferred, (2) the value of any noncontrolling interest in the acquiree, and (3) the fair value of any previously

held equity interest in the acquiree.

ASC 805 requires the recognition of a gain for a bargain purchase.

The FASB believes that

a bargain purchase represents an economic gain, which should be immediately recognized by the acquirer in earnings.

When a bargain purchase

gain is recognized in a business combination, no goodwill is recognized.

referenced by ASC 350 “Intangibles- Goodwill and other” (“ASC 350”), management performs its annual test for

goodwill at least annually or more frequently, if impairment indicators arise.

At December 31, 2024, it was determined that the goodwill

was fully impaired and resulted in a charge against earnings in the full amount of $751,421.

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

31 unchanged sentences

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

accordance with ASC 740, “Income Taxes” (“ASC 740”), we account for income taxes under the asset and liability

method, whereby deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and

the tax bases of assets and liabilities and are measured using the currently enacted tax rates.

Specifically, we measure gross deferred

tax assets for deductible temporary differences and carryforwards, such as operating losses and tax credits, using the applicable enacted

tax rates and apply the more likely than not measurement criterion.

Further, at each interim reporting period, we estimate an effective

income tax rate that is expected to be applicable for the full year.

Significant judgment is involved regarding the application of income

tax laws and regulations and when projecting the jurisdictional mix of income.

Additionally, interpretation of tax laws, court decisions

or other guidance provided by taxing authorities influences our estimate of the effective

Accounting Pronouncements

6 unchanged sentences

Cost of services

Gross profit/(loss)

Operating Expenses:

General and administrative

Research and development

Total operating expenses

Income (loss) from operations

Other Income:

Other Income/(Expense):

Gain on bargain purchase

Gain on loan forgiveness

Goodwill impairment

Fixed asset impairment

Loss on sale of fixed assets

Interest expense

1 unchanged sentence

Total other income (expense)

Income (loss) from continuing operations

Income tax expense attributable

to continuing operations

Income (loss) from continuing

Loss from discontinued

Net income (loss)

1 unchanged sentence

Company’s revenue during the year ended December 31, 2024 was $9,011,081 compared to $19,346,306 for the year ended December

2022 (an increase of $14,514,028).

During the year ended December 31, 2023, we earned a gross profit of $6,234,809 compared to $1,393,252

during the year ended December 31, 2022 (an increase of $4,841,557).

31, 2023 (a decrease of $10,335,225).

During the year ended December 31, 2024, the gross loss was $(884,128) compared to gross

profit of $6,234,809 during the year ended December 31, 2023 (a decrease of $7,118,937).

The significant reduction in revenue is

attributable to a decrease in revenues at Range Natural of $8,230,685 in 2024 compared to 2023 due to reduced mining activity

resulting from the failure of the Company’s mining subcontractor that reduced the amount of coal mined and sold during the

year and that Range Environmental had a large non-recurring project in 2023 that contributed $2,902,088 in

the year ended December 31, 2024, we incurred general and administrative expenses in the aggregate amount of $2,655,970 compared to

$2,022,882 incurred during the year ended December 31, 2022 (an increase of $1,998,674).

$4,021,556 incurred during the year ended December 31, 2023 (a decrease of $1,365,586).

General and administrative expenses

1 unchanged sentence

consulting costs and travel expenses.

The largest increase related to (i) the general and administrative expenses incurred by our

Range Reclaim segment of $2,068,677 during the year ended December 31, 2023, compared to $631,820 incurred during the year ended

December 31, 2022 (an increase of $1,436,857), which was due to the acquisition of Collins Building in 2023 and significantly

increased activity in the Range Reclaim segment during the year ended December 31, 2023.

We recorded wages for the Corporate segment

in the amount of $465,057 during the year ended December 31, 2023 compared to $392,344 during the year ended December 31, 2022 (an

increase of $72,713), which was primarily due to additional wages resulting from two new accounting professionals hired during the

year ended December 31, 2023.

The largest decreases related to (i) the general and administrative expenses incurred by our

Range Reclaim segment (not including Range Natural) of $1,072,984 during the year ended December 31, 2024, compared to $1,646,627

incurred during the year ended December 31, 2023 (a decrease of $573,643), which was due to the sale of Collins Building property

and equipment in 2024 and significantly decreased activity in the Range Reclaim segment during the year ended December 31, 2024;

(ii) the general and administrative expenses recorded for the Corporate segment decreased $621,005 during the year ended December

31, 2024 compared to the year ended December 31, 2023, which was primarily due to a decrease of $321,070 in stock option

compensation, a $102,601 decrease in insurance and employee benefit costs, and a decrease of $94,676 in legal and accounting

the year ended December 31, 2024, we incurred research and development expenses of $465,936 compared to $458,889 incurred during the

year ended December 31, 2022 (a decrease of $11,914).

All of these expenses were incurred by the Company’s Drug Development segment.

The Company’s research and development personnel expenses were $274,912 during the year ended December 31, 2023, compared to $331,202

for the year ended December 31, 2022 (a decrease of $56,290), and consulting expenses totaled $87,000 during the year ended December

31, 2023 compared to $0 during the year ended December 31, 2022.

the year ended December 31, 2023, we recorded other income of $1,376,691, consisting of a gain on bargain purchase of $1,875,150 and

interest income of $7,458, offset by interest expense of $505,917, compared to other income of $28,257 during the year ended

December 31, 2022, consisting of a gain on loan forgiveness of $109,435 offset by interest expense of $81,178 during the year ended

December 31, 2022 (an increase of $1,348,434).

net income during the year ended December 31, 2023 was $3,131,055 compared to a net loss of $1,072,176 for the year ended December

31, 2022 (an improvement of $4,203,231).

The improvement in year over year net income is primarily due to the year over year

increase in gross profit of $4,841,557

which was primarily derived from the operations of the Range Reclaim segment.

year ended December 31, 2023 (an increase of $7,047).

All of these expenses were incurred by the Company’s (discontinued) Drug

Development business segment.

The Company’s research and development personnel expenses were $295,300 during the year ended

December 31, 2024, compared to $274,912 for the year ended December 31, 2023 (an increase of $20,388).

These expenses are presented

as discontinued operations.

the year ended December 31, 2024, the Company recorded other expense of $(5,714,681), consisting of a loss on sale of assets of

$3,677,500 in connection with the disposition of the Collins Building assets, goodwill impairment of $751,421, fixed asset impairment of $738,913 and interest expense of $617,422, offset by other

income of $63,170 and interest income of $7,405, compared to other income of $1,376,691 during the year ended December 31, 2023,

consisting of a gain on bargain purchase of $1,875,150 and interest income of $7,458, offset by interest expense of $505,917 during

the year ended December 31, 2023 (a decrease of $7,091,372).

$3,043,799 of the loss on sale of assets in the year ended December 31,

2024 was the same group of assets which recorded a $1,875,150 gain on bargain purchase in year ended December 31, 2023.

overall condition of the resale market for large scale equipment in 2024, the Company incurred larger-than-expected losses on

disposal of its equipment.

These market conditions also contributed to management’s assessment and impairment of a group of

assets that were held for sale as of December 31, 2024.

Based on the past two years of accumulated losses, changes in customers and

workstreams coupled with issues hiring and retaining qualified operations management and crews at Range Environmental, management’s analysis supports a full impairment of the goodwill that was associated with the 2022 purchase of Range

Environmental in the amount of $751,421.

net loss during the year ended December 31, 2024 was $(9,798,083) compared to net income of $3,131,055 for the year ended December

31, 2023 (a worsening of $12,929,138).

The decline in year over year net income is primarily due to the year over year decrease in

gross profit of $7,118,937 which was primarily derived from losses incurred in the operations of the Range Reclaim segment coupled

with the loss on sale of assets, goodwill impairment, and fixed asset impairment (combined $5,167,834).

and Capital Resources

of December 31, 2024, we had an accumulated deficit of $56,879,882.

of December 31, 2023, we had total current assets of $9,724,845, primarily comprised of cash in the amount of $2,176,800 and

accounts receivable of $7,185,411.

As of December 31, 2023, we had total current liabilities of $8,971,089, primarily consisting of

the current portion of long-term debt in the amount of $2,755,792, accounts payable of $3,714,014 and lines of credit of $2,400,000.

As a result, on December 31, 2023, the Company had working capital of $753,756.

At December 31, 2022, the Company had negative

working capital of $(128,371).

of December 31, 2023, the Company had long-term assets of $14,063,299, comprised of net equipment assets of $13,301,902, goodwill of $751,421,

and deposits of $9,976.

As of December 31, 2023, the Company had long-term liabilities of $5,250,027, comprised of long-term debt, net

of current portion.

on the Company’s current corporate strategy, its net operating income for the 12 months following December 31, 2023 are expected

to be approximately $1,200,000, which is comprised of revenue generated by the Range Reclaim and Range Security business segments partially

offset by general operating and research and development expenses.

Based on the Company’s cash balance of $2,176,800, and its estimated

net operating income of approximately $1,200,000 for the 12-month period ending December 31, 2024, the Company expects to have sufficient

funds to operate its business over the next 12 months.

The Company expects to generate positive cash flow from its operating businesses,

other than its Drug Development business, but may also seek additional financing and other sources of capital to accelerate the funding

and execution of its growth strategy and value creation plan.

As we have disclosed in our previously-filed

quarterly reports, we are actively seeking capital to advance our leading drug candidate, VBX-100, through Phase II clinical trials.

have no assurance that we will be successful in these capital-raising efforts or whether, as a result of such fund-raising, Graphium would

continue as a wholly-owned subsidiary of the Company.

In the event that we fail to raise the desired amount of capital, the Company will

likely explore a strategic alternative for our Drug Development business so the Company can focus on our income-producing environmental

services business.

Such a disposition of the Drug Development business, were it to occur, would likely have a material effect on

the Company’s operations and financial condition.

estimated total expenditures for the 12-month period ending December 31, 2024 could increase if we encounter unanticipated 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

If any of these were to occur, there is a substantial risk that our business would fail.

Since inception, we have primarily

funded our operations through equity and debt financings.

Until such time as our operating businesses are consistently cash flow positive,

we expect to continue funding our operations, at least in part, through equity and debt financings.

However, sources of additional funds

may not be available when needed, on acceptable terms, or at all.

If we issue equity or convertible debt securities to raise additional

funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience

substantial dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing

stockholders.

If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring

us to pay additional interest expenses.

Obtaining commercial loans, assuming those loans would be available, would increase our liabilities

and future cash commitments.

Moreover, regardless of the manner in which we seek to raise capital, we may incur substantial costs in those

pursuits, including investment banking fees, legal fees, accounting fees, and other related costs.

of December 31, 2024, we had total current assets of $4,293,046, primarily comprised of cash of $167,286, accounts receivable

of $3,209,070, and equipment held for sale of $733,613.

As of December 31, 2024, we had total current liabilities of $3,543,609, primarily consisting of the current portion of

long-term debt in the amount of $789,719, accounts payable and accrued expenses of $753,890, and lines of credit of $2,000,000.

on December 31, 2024, the Company had working capital of $749,437.

At December 31, 2023, the Company had working capital of $753,756.

of December 31, 2024, the Company had long-term assets of $1,899,669, comprised of net equipment assets.

As of December 31, 2024, the

Company had long-term liabilities of $1,814,701, comprised of long-term debt, net of current portion.

on the Company’s current corporate strategy, its net operating losses for the 12 months following December 31, 2024 are

expected to be approximately $500,000, which is comprised of general operating expenses partially offset by revenue generated by the

Range Reclaim and Range Security business segments.

Based on the Company’s cash balance of $167,286, and its estimated net

operating losses of approximately $500,000 for the 12-month period ending December 31, 2025, the Company estimates that it may not

have sufficient funds to operate its business over the next 12 months.

The Company is actively managing its working capital to

generate additional cash flow and is actively seeking additional financing to fund its currently estimated level of

estimated total expenditures for the 12-month period ending December 31, 2025 could increase 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.

inception, we have primarily funded our operations through equity and debt financings.

Until such time as our operating businesses are

consistently cash flow positive, we expect to continue funding our operations, at least in part, through equity and debt financings.

However, sources of additional funds may not be available when needed, on acceptable terms, or at all.

If we issue equity or convertible

debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our

existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges

senior to those of our existing stockholders.

If we incur additional debt, it may increase our leverage relative to our earnings or to

our equity capitalization, requiring us to pay additional interest expenses.

Obtaining commercial loans, assuming those loans would be

available, would increase our liabilities and future cash commitments.

Moreover, regardless of the manner in which we seek to raise capital,

we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, and other related costs.

Cash Provided By (Used in) Operating Activities

the year ended December 31, 2023, net cash provided by operating activities was $438,637 compared to net cash used in operating

activities of $603,778 for the year ended December 31, 2022 (an improvement of $1,042,415).

This improvement was primarily

attributable to (i) our net income of $3,131,055 for the year ended December 31, 2023 compared to a net loss of $1,072,176 for the

year ended December 31, 2022, (ii) an increase in accounts payable of $3,480,206, and (iii) an increase in the cash adjustment for

depreciation expense of $1,781,573 during the year ended December 31, 2023 compared to $395,543 during the year ended December 31,

2022, offset by an increase in accounts receivable of $6,204,026 in the year ending December 31, 2023.

Net cash used in operating

activities during the year ended December 31, 2022, consisted primarily of a net loss of $1,072,176, offset by stock-based

compensation of $393,260 and depreciation of $395,543.

the year ended December 31, 2024, net cash used in operating activities was $1,591,426 compared to net cash provided by operating

activities of $438,637 for the year ended December 31, 2023 (a decrease of $2,030,063).

This decline was primarily attributable to

(i) our net loss of $9,798,083 for the year ended December 31, 2024 compared to a net profit of $3,131,055 for the year ended

December 31, 2023, (ii) a decrease in accounts receivable (including unbilled receivables) of $3,976,341, (iii) an increase in the

cash adjustment for asset disposals of $3,677,400, (iv) an increase in the cash adjustment for goodwill impairment of $751,421, (v)

an increase in the cash adjustment for equipment impairment of $738,913, and (vi) depreciation expense of $1,868,997 offset by a

decrease in accounts payable of $3,157,453.

Net cash provided by operating

activities during the year ended December 31, 2023, consisted primarily of a net profit of $3,131,055, an increase in accounts

payable of $3,480,206 and depreciation of $1,781,573 offset by an increase in accounts receivable of $6,204,026 and stock-based

compensation of $386,530.

Cash Used in Investing Activities

the year ended December 31, 2023, net cash used in investing activities was $7,162,811, which consisted primarily of $4,035,250 of long-term

debt issued and $1,000,000 paid for the Collins Building acquisition, $1,118,664 for equipment purchased primarily by the Range Reclaim

segment and $1,008,897 for land purchases by the Range Land segment.

For the year ended December 31, 2022, net cash used in investing

activities was $6,547,230, which consisted primarily of $5,813,057 for equipment purchased by the Range Reclaim segment and $750,000

paid in connection with the acquisition of the Range Reclamation Entities.

the year ended December 31, 2024, net cash provided by investing activities was $430,100, which consisted of $270,000 received from

sale of equipment, $160,000 in insurance policy proceeds from a casualty loss, and $100 received from the sale of the Graphium

For the year ended December 31, 2023, net cash used in investing activities was $7,162,811, which consisted primarily of

$4,035,250 of long-term debt issued and $1,000,000 paid for the Collins Building acquisition, $1,118,664 for equipment purchased

primarily by the Range Reclaim segment, and $1,008,897 for land purchases by the Range Land segment.

Cash Provided By Financing Activities

the year ended December 31, 2023, net cash provided by financing activities was $8,458,605, compared to net cash provided from financing

the year ended December 31, 2024, net cash used in financing activities was $848,188 compared to net cash provided by financing

activities of $8,458,605 for the year ended December 31, 2023.

Net cash provided by financing activities for the year ended December

31, 2023 consisted of $3,110,000 received from the issuance of common stock and warrants, proceeds of $4,035,250 from long-term debt

issued for the Collins Building acquisition and proceeds of $2,400,000 from lines of credit, offset by the repayment of long-term debt

of $1,650,659.

Net cash provided by financing activities for the year ended December 31, 2022 consisted of $3,250,000 received from

the issuance of common stock and warrants, proceeds of $5,091,177 from long-term debt, offset by the payoff of an SBA Disaster Loan of

$158,815, the payoff of a revolving line of credit of $350,000 and repayment of long-term debt of $277,328.

Net cash used in financing activities for the year ended December 31,

2024 consisted of $1,848,188 of long-term equipment debt and bank credit line pay-downs offset by $1,000,000 received from the

issuance of common stock.

Net cash provided by financing activities for the year ended December 31, 2023 consisted of $3,110,000

received from the issuance of common stock and warrants, proceeds of $4,035,250 from long-term debt issued for the Collins Building

acquisition and proceeds of $2,400,000 from lines of credit, offset by the repayment of long-term debt of $1,650,659.

Sheet Arrangements

8 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis