What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-29 · 721 added, 646 removed, 811 unchanged (63% of the section changed)

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2018 / May 2019

Financial Officer and Counsel

Science Officer

Financial Officer

Member of Audit Committee

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service experience, provides the Company a critical voice and perspective as the Company continues to develop its business and grow its

Celeste, Director, is a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs, CO), Chair

of the Board of Global Communities (Silver Spring, MD), Chair of Organic India Pvt Ltd.

(India), and Chair of Organic India USA (Boulder,

Celeste, Director, i s a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs,

In addition, Mr.

Celeste serves on the Boards of Battelle for Kids (Columbus, OH), The Gates Family Foundation (Denver, CO), and

Fabindia Ltd.

Celeste served as the Director of the Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and

as the United States Ambassador to India from 1997 to 2001.

Celeste also served as the President of Colorado College from 2002-2011.

Celeste serves on the Boards of Battelle for Kids (Columbus, OH), Global Communities (Silver Springs, MD),

Organic India USA (Boulder, CO), and Fabindia Ltd.

Celeste served as the Director of the Peace Corps from 1979-1981, as

Governor of Ohio from 1983 to 1991, and as the United States Ambassador to India from 1997 to 2001.

Celeste also served as the President

of Colorado College from 2002-2011.

The Board believes Mr.

Celeste’s fundraising and regulatory insight and public service experience provides the Company a critical

voice and perspective as the Company continues to develop its business and grow its operations.

Celeste’s fundraising and regulatory insight and public service experience

provides the Company a critical voice and perspective as the Company continues to develop its business and grow its operations.

Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1 Partnership, LLC, an investment

firm focused on private and public investments in a variety of industries and manager of several affiliated investment partnerships.

firm focused on private and public investments in a variety of industries, Managing Partner and Co-Founder of Atlas Resolution Partners LLC, an advisory

firm focused on resolving complex private capital fund issues, and manager of several affiliated investment partnerships.

Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with interests

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Cavanaugh’s extensive executive

management experience and financial, legal and capital raising expertise will be valuable to the Company as it continues to develop its

management experience and financial, legal and capital raising expertise is valuable to the Company as it continues to develop its

business and grow its operations.

McKilligan, Chief Financial Officer and Counsel, joined the Company in April 2012 as Controller, Counsel and Secretary.

is also a director of Bristol Investment Fund, Ltd, a private investment fund.

He served as Chief Financial Officer, General Counsel

and Secretary of Research Solutions, Inc.

RSSS) from 2007 to 2011 and Chief Compliance Officer and Counsel to Bristol Capital

Advisors, LLC, an SEC-registered investment adviser, from 2006 to 2008.

McKilligan earned his law degree from Cornell Law School,

his MBA from the University of Chicago Booth School of Business, and his undergraduate degree in Accountancy from the University of Illinois

at Urbana-Champaign.

He is a member of the State Bar of California, the New York State Bar Association and the Florida Bar.

Brandon Zipp, Chief Science Officer, joined the Company in December 2012 as Staff Scientist.

Zipp became Director of Research

and Development in 2014, and was appointed as Chief Science Officer in 2020.

Zipp received a Ph.D.

in Biochemistry and Molecular

Biology and a B.S.

in Molecular and Cellular Biology from the University of California at Davis.

Missal, Chief Financial Officer, joined the Company in January 2023 as Controller.

She has previously served as Chief Financial Officer

of Lux Global Label Company, Thirty-One Gifts, LLC, and Aero Communications, Inc.

Missal earned her MBA from Cleveland State University

and her undergraduate degree in Accountancy from Ashland University.

She is a member of the AICPA and the Ohio Society of CPAs.

accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting

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and Committee Meetings

Board of Directors held four meetings during the year ended December 31, 2023.

Board of Directors held six meetings during the year ended December 31, 2024.

The directors also, on occasion, communicate informally

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can be confidential or anonymous, if so designated, and may be submitted in writing to the following address:

Richard McKilligan, Corporate Secretary

Michael Cavanaugh

Park Avenue, Suite 400

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where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation

of Business Conduct and Ethics

of Business Conduct and Ethics/Insider Trading Policy

Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief

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The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://rangeimpact.com/investors/ .

In addition, the Company has adopted a Policy on Insider Trading and Confidentiality that applies to all officers, directors, employees,

contractors and consultants to the Company and its subsidiaries, prohibiting any of them, or members of their immediate family or household,

from, among other things, engaging in transactions in transactions involving a purchase or sale of the Company’s securities while

in possession of Material Nonpublic Information (as defined in such Policy) until the public disclosure of such Material Nonpublic Information

or at such time as such nonpublic information is no longer material.

16(a) Beneficial Ownership Reporting Compliance

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solely on a review of SEC filings and other procedures performed as deemed necessary, we believe that all Reporting Persons complied

with these requirements during the year ended December 31, 2023, except that each of our directors, including our Chief Executive

Officer, failed to timely file a Form 4 reporting their receipt of options to purchase the Company’s common stock under

the under the Range Impact, Inc.

2021 Stock Incentive Plan on December 21, 2023 as reported in a Form 4 filed by each such person on January 12, 2024.

with these requirements during the year ended December 31, 2024.

Executive Compensation

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(non-cash) (1)

Michael Cavanaugh, Chief Executive Officer (2) (principal executive officer)

Year Ended 12/31/23

Year Ended 12/31/22

Richard McKilligan, Chief Financial Officer (3) (principal financial officer)

Year Ended 12/31/23

Year Ended 12/31/22

Brandon Zipp, Chief Science Officer (4)

Year Ended 12/31/23

Year Ended 12/31/22

Michael Cavanaugh, Chief Executive

Officer (principal executive officer) (2)

Ended 12/31/24

Ended 12/31/23

Patricia Missal, Chief Financial Officer (principal

financial officer) (3)

Ended 12/31/24

Ended 12/31/23

Richard McKilligan, Former Chief Financial

Officer (former principal financial officer) (4)

Ended 12/31/24

Ended 12/31/23

Brandon Zipp, Former Chief Science Officer

Ended 12/31/24

Ended 12/31/23

The method used and the assumptions made to calculate the fair value of option awards included in this table are described in Footnote

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in this Annual Report.

Based on the fair value of (i) an option to purchase 750,000 shares of common stock with an exercise price of $0.18 per share, granted

in November 2022, and (ii) an option to purchase 1,000,000 shares of common stock with an exercise price of $0.212 per share, granted

Based on the fair value of an option to purchase 1,000,000 shares of common stock with an exercise price of $0.212 per share, granted

in December 2023.

Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in

November 2022.

Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.18 per share, granted in

November 2022.

Missal was appointed to the CFO role on April 25, 2024.

Previously she served as Controller.

The value of the option award is based on the fair value of an option

to purchase 250,000 shares of common stock with an exercise price of $0.38 per share, granted in April 2024.

McKilligan moved to serve as CFO of Graphium Biosciences effective April 25, 2024 and remained with that entity until it was spun

off in September 2024.

Zipp moved to serve as Chief Science Officer of Graphium Biosciences effective April 25, 2024 and remained with that entity until

it was spun off in September 2024.

Equity Awards at December 31, 2024

Option Awards

Number of securities underlying unexercised option

Option Exercise

of securities underlying unexercised option

Unexercisable

Michael Cavanaugh (1)

Patricia Missal (2)

Richard McKilligan (3)

Brandon Zipp (4)

under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 500,000 shares of common stock,

250,000 of which became fully exercisable in May 2020 and 250,000 of which became fully exercisable in May 2021, (ii) an option to

purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully

exercisable in June 2021, (iii) an option to purchase 350,000 shares of common stock, all of which became fully exercisable in December

2021, (iv) an option to purchase 750,000 shares of common stock all of which became fully exercisable in November 2022, and (v) an

option to purchase 1,000,000 shares of common stock all of which became fully exercisable in December 2023.

under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase

500,000 shares of common stock, 250,000 of which became fully exercisable in May 2020 and

250,000 of which became fully exercisable in May 2021, (ii) an option to purchase 250,000

shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000

of which became fully exercisable in June 2021, (iii) an option to purchase 350,000 shares

of common stock, all of which became fully exercisable in December 2021, (iv) an option to

purchase 750,000 shares of common stock all of which became fully exercisable in November

2022, and (v) an option to purchase 1,000,000 shares of common stock all of which became

fully exercisable in December 2023.

under the Company’s Equity Incentive Plan, the award consists of an option to purchase 250,000 shares of common stock, half

which became fully exercisable in April 2024.

under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock,

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convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Name of Beneficial Owner

Percentage Beneficially

Name of Beneficial

Directors and Named Executive Officers:

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Michael Cavanaugh (3)

Brandon Zipp (4)

Richard Celeste (4)

Richard McKilligan (6)

All Directors and Executive Officers as a Group (5 persons)

Patricia Missal (5)

All Directors and Executive Officers as a Group

Indemnity National Insurance Company (7)

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(the “Feighan Fund”), an entity beneficially owned by Mr.

(i) 1,879,791 shares of common stock and (ii) currently

exercisable options to purchase 2,850,000 shares of common stock.

of (i) 1,879,791 shares of common stock and (ii) currently exercisable options to purchase 2,850,000 shares of common stock.

currently exercisable options to purchase 1,250,000 shares of common stock.

of (i) 10,000 shares of common stock and (ii) currently exercisable options to purchase 1,020,234 shares of common stock.

Consists of currently exercisable

options to purchase 125,000 sh ares of common stock.

information is based solely on the Form 4 filed on Mr.

LoConti on December 14, 2023.

LoConti on January 23, 2025.

LoConti’s address is 200 Park Avenue,

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with Related Persons

the years ended December 31, 2023 and 2022, and through the filing of this Annual Report, there have been no transactions, and there

are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000

or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person

had or will have a direct or indirect material interest.

the year ended December 31, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences,

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

common stock (then representing 25% of the outstanding shares of Placer) at $0.01 per share and cash proceeds of $100.

The warrant to purchase Placer’s shares expires September 30, 2034.

On January 21, 2025, the Company

entered into a securities purchase agreement with Tower IV, LLC, an Ohio limited liability company (“Tower IV”), providing

for the issuance and sale by the Company to Tower IV of an aggregate of 3,333,333 shares of the Company’s common stock (the “Shares”)

at a price of $0.15 per share.

The aggregate gross proceeds from the sale of the Shares are approximately $500,000.

is the beneficial owner of Tower IV.

the year ended December 31, 2023, and through the filing of this Annual Report, except for the Graphium sale and investment by Tower

IV, LLC listed above, there have been no transactions, and there are no currently proposed transactions, in which we were or are to

be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at

year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material

Board of Directors has determined that Messrs.

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firms, for services rendered in the years ended December 31, 2024 and 2023.

All fees described below were approved by our Board of Directors:

For the year ended

All fees described below were approved by our

Board of Directors:

the year ended

December 31, 2024

For the year ended

the year ended

December 31, 2023

All Other Fees

The fees identified under this caption were for professional services rendered by Meaden & Moore, Ltd.

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Richard Celeste

Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp.

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.)

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.

(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.)

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).)

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.)

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.)

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.)

Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)

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.

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.)

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.)

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.)

of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on

Form 8-K filed with the SEC on October 12, 2021.)

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).)

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.)

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.)

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.

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.)

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.)

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.)

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.

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.)

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

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.

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.)

Stock Purchase Agreement between the Company and Placer Biosciences Inc., dated as of September 30, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on October 2, 2024.)

Asset Purchase Agreement by and among Haney’s Equipment, LLC, Collins Reclamation, LLC, R L Collins, LLC, Braxton Materials, LLC and Collins Building & Contracting, Inc., dated as August 22, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on August 29, 2024.)

Securities Purchase Agreement between the Company and Continental Heritage Holding Company, LLC, dated as of June 17, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 20, 2024.)

Policy on Insider Trading and Confidentiality

Consent of Meaden & Moore, Ltd.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Mine Safety Disclosures

XBRL Instance Document

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have audited the accompanying consolidated balance sheets of Range Impact, Inc.

(the “Company”) as of December 31, 2023 and

2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and

the related notes and schedules (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

(the “Company”) as of December 31,

2024 and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended,

and the related notes and schedules (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

of Matter – Going Concern

accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern.

in Note 1 to the financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

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Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts

or disclosures to which they relate.

Audit Matter Description

the year ended December 31, 2023, the Company completed a business acquisition.

On August 31, 2023, the Company acquired 100% of the

outstanding common stock of Collins Building & Contracting, Inc., for an aggregate purchase price of $5,035,250.

The Company accounted

for this acquisition as a business combination.

Accordingly, the purchase price was allocated to the assets acquired at fair value as

of the transaction date.

The Company utilized a third-party valuation specialist to assist in determining the fair value of the consideration

granted and assets acquired in the acquisition, specifically the equipment and building assets acquired.

The Company also utilized property

tax assessments to assist in determining the fair value of the land assets acquired.

We identified the estimation of the fair value of

the consideration transferred and assets acquired, and the gain on bargain purchase in this acquisition as a critical audit matter.

identified the valuation of the consideration transferred, assets acquired, and gain on bargain purchase as a critical audit matter because

of the significant estimates and assumptions management made to determine the fair value of certain of these assets.

This required a

high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of

valuation methodologies applied and the assumptions used such as market conditions and condition of the equipment and buildings, functionality

of the equipment and buildings, and assessed property valuations from local taxing authorities.

the Critical Audit Matter was Addressed in the Audit

audit procedures related to the following:

evaluated management’s and the appraiser’s identification of assets acquired in the appraiser’s

obtained management’s purchase price allocation detailing fair values assigned to acquired

obtained a valuation report prepared by a certified equipment appraiser engaged by management

to assist in the purchase price allocation, including determination of fair values assigned

to acquired assets, and examined valuation methods used and credentials, qualifications,

and independence of the specialist.

examined the completeness and accuracy of the underlying data supporting the significant

assumptions and estimates used in the valuation report.

We evaluated the accuracy and completeness

of the financial statement presentation and disclosures of the acquisition.

addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in the evaluations of the

valuation methodologies deployed and the reasonableness of the significant assumptions used.

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the Audit Committee and that:

1) related to accounts or disclosures that are material to the consolidated financial statements

and 2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Meaden & Moore, Ltd.

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BALANCE SHEETS

Current Assets

Cash and cash equivalents

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Prepaid expenses

Equipment held for sale

Current assets of discontinued

Total current assets

Property and equipment, net of accumulated

Long term assets of discontinued

long-term assets

Property and equipment, net of accumulated depreciation

Total long-term assets

Liabilities and Stockholders’ Equity

Current Liabilities

and Stockholders’ Equity

Line of credit

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Total current liabilities

Long-term Liabilities

Long-term debt, net of current portion

Total long-term debt

Long-term debt, net of

current portion

long-term debt

Total liabilities

Stockholders’ Equity

Stockholders’

Common stock, par value $ 0.001 per share;

1,000,000,000

shares authorized;

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( 47,081,799 )

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

Total stockholders’

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these consolidated financial statements.

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Cost of services

Gross profit/(loss)

Operating Expenses:

General and administrative

Research and development

Total operating expenses

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( 3,540,098 )

Other income (expense):

Other Income:

Gain on bargain purchase

Gain on loan forgiveness

Goodwill impairment

Fixed asset impairment

Loss on sale of fixed assets

( 3,677,500 )

Interest expense

Interest income

Total other income

Total other income (expense)

( 5,714,681 )

Income (loss) from continuing operations

( 9,254,779 )

Income tax expense attributable

to continuing operations

Income (loss) from continuing

( 9,332,147 )

Loss from discontinued

Net income (loss)

$ ( 9,798,083 )

Net income (loss) per share – basic and diluted

Weighted average number of common shares outstanding – basic and diluted

income (loss) per share – basic and diluted

average number of common shares outstanding – basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF STOCKHOLDERS’ EQUITY

Balance, December 31, 2021

$ ( 49,140,678 )

December 31, 2022

$ ( 50,212,854 )

Shares and warrants issued for cash

Shares issued in exchange for Range

Shares issued in exchange for warrants

Stock based compensation

( 1,072,176 )

Balance, December 31,

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Shares and warrants issued for cash

Shares issued in exchange for warrants

Stock based compensation

( 9,798,083 )

Net income (loss)

( 9,798,083 )

Balance, December 31,

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$ ( 9,798,083 )

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

Adjustments to reconcile net income (loss)

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

Gain on bargain purchase

( 1,875,150 )

Net loss on asset disposals

Gain on disposition of business

Fair value of vested stock options

Goodwill impairment

Fixed asset impairment

Changes in operating assets and liabilities:

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( 6,204,026 )

Unbilled receivables

Contract assets

Forgiveness of PPP loan

Prepaid expense

Prepaid expenses and

other current assets

Accounts payable

( 3,157,453 )

Accrued expenses

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures

from discontinued operations

Net cash provided by (used

in) operating activities

( 1,591,426 )

Cash flows from investing activities:

Equipment purchases

( 1,118,664 )

Cash paid in consideration for Collins Building acquisition

Cash paid in consideration for Collins Building

( 1,000,000 )

Long-term debt issued for Collins Building acquisition

Long-term debt issued for Collins Building

( 4,035,250 )

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( 1,008,897 )

Cash acquired in acquisition of Range Environmental Resources

Cash paid for acquisition of Range Environmental Resources

Net cash used in investing activities

( 7,162,811 )

Net proceeds from sale of assets

Net insurance proceeds from casualty loss

Net proceeds from disposition

of Graphium Biosciences

Net cash provided by/(used

in) investing activities

( 7,162,811 )

Cash provided by financing activities:

Proceeds from issuance of common shares and warrants

Proceeds from notes issued in acquisition of Collins Building

Issuance of shares for cash

Proceeds from notes issued in acquisition of

Collins Building

Proceeds from long-term debt

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( 1,448,188 )

Payoff of SBA disaster loan

Proceeds from (payoff of) line of credit

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

( 1,650,659 )

Proceeds from (repayment

of) line of credit

Net cash provided by/

(used in) financing activities

Net increase (decrease) in cash and cash equivalents

( 2,009,514 )

Cash and cash equivalents

- beginning of period

Cash and cash equivalents

- end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Supplemental non-cash investing and financing activities:

Shares issued for acquisition

Long-term debt from Range Reclamation Entities acquisition

Forgiveness of PPP loan

Supplemental schedule of non-cash investing

and financing activities:

Debt forgiveness related to asset surrender

to CNH Capital

Debt forgiveness related

to Collins Building asset disposal

accompanying notes are an integral part of these consolidated financial statements.

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and formed two wholly-owned operating subsidiaries:

Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug

development assets;

and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as

a holding company for the Company’s future impact investing businesses.

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

Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets;

and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as a holding company for

the Company’s future impact investing businesses.

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 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, sells water treatment

chemicals manufactured by third parties to their customers.

Range Natural also provides resource mining services for customers incidental

to the reclamation and repurposing of mine sites.

December 2022, Daedalus was merged into the Company as a result of which the Company became the parent of all of its wholly-owned

operating subsidiaries.

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

Building”), an environmental services business primarily focus ing on the reclamation of abandoned mine land sites in West

Virginia, as described in more detail in Note 2.

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

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

commercial, agricultural or recreational use.

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

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

standards and requirements.

From May 2022 to June 2024, Range Natural engaged subcontractors who controlled and were responsible for

mining and selling coal to third-party customers incidental to the reclamation and repurposing of mine sites.

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

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

in more detail in Note 2.

December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments:

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

January 2024, the Company added Range Minerals as a new operating business segment.

Range Minerals was previously reported within the

Range Reclaim operating business segment.

The Drug Development segment was also renamed Graphium Biosciences.

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, as described in more detail in Note 2.

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

The Company is no longer in the cannabinoid drug development

business, as described in more detail in Note 2.

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

of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements, during the 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

of Presentation

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and with the instructions to Form 10-K and Article 8 of Regulation S-X.

The consolidated financial statements include the accounts of

the Company and its wholly-owned subsidiaries, Catalyst Land Ventures, LLC, CLV Azurite Land LLC, Collins

Building & Contracting, Inc., Graphium Biosciences, Inc., Range Environmental Resources, Inc., Range Land, LLC, Range Minerals,

LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Security, LLC, Range Security Resources, LLC, Range Water, LLC, Terra Preta,

LLC, Aether Credit Ventures, Inc.

The consolidated financial statements include the accounts

of the Company and its wholly-owned subsidiaries:

CLV Azurite Land LLC, Collins Building &

Contracting, Inc., Graphium Biosciences, Inc.

(sold in September 2024 and included in discontinued operations in 2024

and retroactively for 2023), Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources,

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

Ventures, Inc.

(dissolved in November 2023), Pristine Stream Ventures, Inc.

(dissolved in November 2023), NextGen

AgriTech, Inc.

(dissolved in November 2023), and Daedalus Ecosciences, Inc.

(merged into Range Impact, Inc.

in December 2022), and have

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

(dissolved in November 2023), and NextGen AgriTech, Inc.

(dissolved in November 2023), and have been

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

Intercompany balances and

transactions have been eliminated in consolidation.

Reclassifications

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

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

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results could differ from those estimates.

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

In accordance with GAAP, assets and

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

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

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

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

All other notes to these consolidated financial

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

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

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

The core principle of the ASC 606

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

(1) identify the

contract with the customer;

The core principle of the ASC 606 revenue

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;

the transaction price to the performance obligations;

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

(4) allocate the transaction

price to the performance obligations;

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

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

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The Company invoices for

the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site.

Costs for equipment,

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

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

of control to the customer.

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

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

The Company recognizes revenue using a cost-based

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

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

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

to be entitled to in exchange for those products.

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

activities are excluded from revenue.

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

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

The Company also invoices customers for the provision of environmental security

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

All revenue is recognized at a point in time.

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

transfer of control to the customer.

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

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

The Company recognizes revenue using

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

toward contract completion.

This percentage is 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.

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

the services transferred to the customer.

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

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

net effect of the changes in estimates of contract profits on current year closed jobs was to decrease “net income” by approximately

($ 279,970 ) for the 13 months ended December 31, 2024, which is included in net income in the statement of operations.

The effect to “net

income” is based on that which would have been reported had the revised estimates been used as the basis of recognition of contract

profits in the preceding year.

Modifications

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to contract performance, such as indirect labor, tools and supplies.

For stabilization contracts, costs are generally recognized as incurred.

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

Progress toward completion of the Company’s

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

This method is

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

Because of inherent uncertainties

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

Costs are recognized as incurred.

Company recognizes a portion of its revenue from contracts for financial reporting purposes over time.

Progress toward completion of

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

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

Because of inherent

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

of the contract’s performance.

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

OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

Year ended December 31, 2023

Year ended December 31, 2022

ended December 31, 2024

ended December 31, 2023

Earned over time

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Contract receivables were $ 154,354 as of December 31,

There were no reclamation contracts receivable as of December 31, 2022 and 2021.

2024 and $ 247,310 as of December 31, 2023.

Company recognizes an allowance for losses on accounts and contract receivables in an amount equal to the current expected credit losses.

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

on balances outstanding as of December 31, 2023 and 2022 will be immaterial and, therefore, no allowances were recorded for the years ended December

31, 2023 or 2022.

There were no accounts receivable balances at December 31, 2021.

No bad debt expense was accrued in either of the years

ended December 31, 2023 or 2022 and there is no allowance for credit losses as of December 31, 2023 or 2022.

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

on balances outstanding as of December 31, 2024 and 2023 will be immaterial and, therefore, no

allowances were recorded for the years ended December 31, 2024

debt expense was accrued in either of the years ended December 31, 2024 or 2023.

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

Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method.

Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the

percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the

The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period.

Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or

later than one year from the balance sheet date.

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

Contract assets include

unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition

is utilized, and revenue recognition exceeds the amount billed to the customer.

The Company’s contract assets are reported on a

contract-by-contract basis at the end of each reporting period.

The Company classifies contract assets as current or noncurrent based

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

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

OF CONTRACT ASSETS

Costs incurred on contracts in progress

Costs incurred on contracts in

Estimated earnings

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Billings to date

( 1,360,120 )

Total contract assets

were no contract assets as of December 31, 2022 or 2021.

Costs incurred on contracts in

Estimated earnings

Revenue earned on contracts in progress

Billings to date

Total contract assets

and Equipment

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OF PROPERTY AND EQUIPMENT

December 31, 2023

December 31, 2022

Property and equipment, gross

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( 2,542,771 )

( 2,297,324 )

Net book value

Depreciation expense

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

Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income

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lives can be recovered through projected future cash flows generated by the assets.

There were no assets identified for impairment.

There was a group of five assets identified for impairment.

See Equipment Held for Sale below.

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.

Held for Sale

the completion of specific projects in the fourth quarter of 2024, Management concluded that certain pieces of equipment would no longer

be required for future projects.

Consequently, these items were separated and prepared for sale.

The company is expecting to sell these

assets to a private party within six months of the filing date of this report.

It is not yet known whether there will be a gain or loss

on the disposal, but Management believes the assets are currently held at fair value.

The Company recorded an impairment loss of $ 738,913

as of December 31, 2024.

These assets are reported within the Range Reclaim segment.

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

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

Company performed its annual impairment test for goodwill on December 31, 2023.

The Company first assessed certain qualitative factors

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

it is therefore necessary to perform the quantitative impairment test.

The qualitative analysis

indicated that a quantitative impairment test was not necessary .

Company performed its annual impairment test for goodwill on December 31, 2024 which was the annual assessment date.

first assessed certain qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit

is less than its carrying amount, and whether it is therefore necessary to perform the

quantitative impairment test.

At December 31, 2024, it was determined that a quantitative impairment test was required.

Company performed a discounted cash flow analysis and determined the value of the goodwill had lapsed.

As a result, the goodwill was

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

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

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Right-of-use assets represent the Company’s right

to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease

payments arising from the lease.

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.

The Company had no lease

commitments for longer than one year as of December 31, 2023 or 2022.

The laboratory space lease in Rocklin, California was renewed

in March 2022 and ends on March 31, 2023.

The space is currently being leased on a month to month basis.

to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease.

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.

The Company had no lease commitments for longer than

one year as of December 31, 2024 or 2023.

The laboratory space lease in Rocklin, California was renewed in March 2022 and ended on March

The space was leased on a month-to-month basis through September 2024.

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

for services.

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.

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.

The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations

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and Diluted Income (Loss) Per Share

loss per share is computed by dividing the net loss applicable 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 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:

income (loss) per share is computed by dividing the net loss applicable 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 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:

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

December 31, 2023

December 31, 2022

Anti-dilutive loss per share

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

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

The carrying amounts

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

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

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

of fair value.

Value Measurements

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 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.

market prices in active markets for identical assets or liabilities

to the valuation methodology include:

prices for similar assets or liabilities in active markets;

prices for identical assets or similar assets or liabilities in inactive markets;

other than quoted prices that are observable for the asset or liability;

that are derived principally from or corroborated by observable market data by correlation or other means.

inputs that are not corroborated by market data

financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant

to the fair value measurement.

following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification

of such instruments pursuant to the valuation hierarchy.

equipment held for sale is carried at the lower of carrying amount or fair value, and is considered level 2 as it is based on market

prices for similar assets.

of December 31, 2024, the Company has five operating business segments:

(i) Range Reclaim;

(ii) Range Water;

(iii) Range Security;

and (v) Drug Development.

(ii) Range Minerals;

(iii) Range Water;

Range Security;

and (v) Range Land.

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

Drug Development segment, which reports the operating results of our broad portfolio of glycosylated cannabinoid prodrugs, and (B)

the Range Reclaim segment, which provides land reclamation, water restoration and incidental mining

to mining and non-mining customers throughout Appalachia .

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

operations in 2023.

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

identified as the Company’s Chief Executive Officer, who reviews operating results to make decisions about allocating

resources and assessing performance for the entire Company.

Existing guidance, which is based on a management approach to segment

reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures

about products and services, major customers, and the countries in which the entity holds material assets and reports revenue.

material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and

similarities in:

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

operating under the name Graphium Biosciences, and (B) the Range Reclaim segment, which reported the operating results of our land reclamation,

water restoration and incidental coal mining services to customers throughout Appalachia.

The Range Water, Range Security and Range Land

business segments began operations in 2023.

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

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

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

Graphium Biosciences was sold

in September 2024 and therefore the drug development business segment named Graphium Biosciences is no longer reported as an operating

business segment of the Company.

accordance with the “Segment Reporting” Topic of 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

nature of products

and services;

and procurement, manufacturing, and distribution processes.

Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses.

The standard requires a financial asset (including trade

receivables) measured at amortized cost basis to be presented at the net amount expected to be collected.

Thus, the income statement

will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of

expected credit losses that have taken place during the period.

This standard was effective for smaller reporting companies for fiscal

years beginning after December 15, 2022.

The Company has fully adopted the standard with no material impact to the financial statements.

November 2023, the FASB issued ASU 2023 - 07, “Segment Reporting (Topic 280 ):

Improvements to Reportable Segment

Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the

disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included

within the reported measure(s) of segment profit or loss.

In addition, the ASU requires disclosure, by segment, of other items

included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature

and type of each item.

The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of

segment profit or loss are used to assess segment performance and allocate resources, and the method used to allocate overhead for

significant segment expenses.

All current required annual segment reporting disclosures under Topic 280 are now

effective for interim periods.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of adopting this

Disclosures.” Th is update requires public entities

to disclose significant segment expenses regularly provided to the Chief Operating Decision Maker (CODM) and to provide additional qualitative

and quantitative disclosures regarding how segments are managed.

The Company adopted ASU 2023-07 as of December 31, 2024, in accordance

with the required adoption timeline for public entities.

The adoption of this ASU did not materially impact its financial statement disclosures,

as the Company’s existing segment reporting practices were already in alignment with the new requirements.

The Company will continue

to evaluate its segment disclosures in future reporting periods to ensure compliance with evolving accounting guidance and disclosure

best practices.

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

Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign

jurisdictions.

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, the 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 is evaluating

the impact of adopting this ASU.

The Company continues to evaluate the impact of adopting this ASU.

DISPOSALS AND DISCONTINUED OPERATIONS

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

remaining debt owed to him by the Company arising from the Company’s acquisition of Collins Building in August 2023.

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

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

This sale did not constitute a discontinued operation as

the Company has ongoing business and is still operating with active contracts and completion of work in progress.

Only certain assets

were sold and debts forgiven.

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

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

common stock (then representing 25 % of the outstanding shares of Placer) at $ .01 per share and cash proceeds of $ 100 , with

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

the Consolidated Statements of Cash Flows, and recognized a gain on sale of $ 100 , included within “Loss from discontinued operations”

on the Consolidated Statements of Operations.

The warrant to purchase Placer’s shares expires September 30, 2034.

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

Insurance proceeds of $ 160,000

were received for this loss.

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

for net proceeds of $ 270,000 .

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

and the losses from these transactions are shown within “Cash flows from operating activities” on the Consolidated Statements

of Cash Flows.

the quarter ended September 30, 2024, the biochar ovens owned by our wholly-owned subsidiary, Terra Preta, LLC, were dismantled since

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

The resulting loss of $ 12,365 is included within “Cash flows

from operating activities” on the Consolidated Statements of Cash Flows.

and Liabilities of Discontinued Operations

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

all periods presented.

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

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

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

OF DISCONTINUING OPERATIONS BALANCE SHEET AND INCOME STATEMENT

Cash and cash

assets of discontinued operations

Long term assets of

discontinued operations

from Discontinued Operations

operations for years ended December 31, 2024 and 2023 consists of results from Graphium Biosciences operations.

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

on the Company’s Consolidated Statements of Operations:

Operating expenses:

Total operating expenses

from discontinued operations

$ ( 465,936 )

$ ( 458,889 )

ACQUISITION OF COLLINS BUILDING & CONTRACTING

15 unchanged sentences

Total assets acquired

Gain on bargain purchase price

( 1,875,150 )

Gain on bargain

purchase price

Cash consideration

Long-term notes issued to the seller

Total purchase price

Acquisition transaction costs incurred

Building contributed revenues of $ 2,833,068 and net income of $ 437,554 to the Company’s consolidated revenues and net income for

the year ended December 31, 2023.

ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES

May 2022, the Company and its then wholly-owned subsidiary, Daedalus Ecosciences, Inc., entered into a share purchase agreement with

Range Environmental Resources, Inc.

(“Range Environmental”), and Range Natural Resources, Inc.

Natural”, and collectively with Range Environmental, the “Range Reclamation Entities”), and the two (2)

shareholders of the Range Reclamation Entities (the “Range Shareholders”) (the “Share Purchase Agreement”),

pursuant to which the Company issued a total of 10,000,000

shares of the Company’s common stock to the Range Shareholders and paid cash consideration of $ 1,000,000

to the Range Shareholders for 80 %

of the outstanding common stock of each of the Range Reclamation Entities.

to entering into the Share Purchase Agreement, the Company discovered that Joshua Justice, one of the Range Shareholders (“Justice”),

made certain misrepresentations in the Share Purchase Agreement.

On July 12, 2022, the Company entered into a Separation Agreement, by

and among the Company, Daedalus Ecosciences, the Range Reclamation Entities, and Justice and his spouse (the “Separation Agreement”)

pursuant to which Justice:

(a) acknowledged that his employment with the Range Reclamation Entities was terminated for cause effective

June 30, 2022;

(b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the

Share Purchase Agreement;

Daedalus Ecosciences cash in an amount of $250,000.

As a result, only 5,000,000 of the Company’s common stock issued to the Range

Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities.

Subsequently,

on October 11, 2022, Daedalus Ecosciences and Jeremy Starks, the remaining Range Shareholder (“Starks”), entered into a

share purchase agreement, effective as of May 11, 2022 (the “Starks Agreement”), pursuant to which Starks exchanged his 10 %

common stock ownership of the Range Reclamation Entities for 10 %

of the Cash Dividends and Sale Proceeds (as both terms are defined in the Starks Agreement) of the Range Reclamation Entities, as a

result of which the Range Reclamation Entities are now wholly-owned subsidiaries of the Company and the Range Reclamation Entities

are reported as wholly-owned direct subsidiaries of the Company in the Company’s

consolidated financial statements made part of this Form 10- K .

Company accounted for the above-referenced transactions as a business combination in accordance ASC 805 “Business

Combinations”.

The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities

The fair values of the assets acquired are set forth below.

The allocation of the purchase price is based on

management’s estimates.

SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE

Fair value of assets acquired:

Accounts receivables

Property and equipment

Total assets acquired

Fair value of liabilities assumed

( 1,875,150 )

Purchase price

Cash consideration

Common stock consideration

Long-term notes issued

to the seller

Total purchase price

Acquisition transaction costs incurred

has an assigned value of $ 751,421 and represents the value of the Range Reclamation Entities’

brand reputation, customer base and employee relations.

Range Reclamation Entities contributed all of the Company’s consolidated revenues of $ 4,832,278 for the year ended December 31,

2022 and contributed $ 997,405 in net income to the Company’s consolidated net income for the year ended December 31, 2022.

increase in goodwill in the year ended December 31, 2022, was driven by the addition of the Range Reclamation Entities in the period

and represents the value of the Range Reclamation Entities’ employee relations .

Goodwill is included in the Range Reclaim segment as follows:

Acquisition transaction

costs incurred

discussed in Note 2, on August 22, 2024, nearly all of the equipment, as well as the land and buildings acquired on August 31, 2023,

were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of the First Promissory Note

and the Second Promissory Note.

the year ended December 31, 2024, the Company recorded the revenue generated from reclamation services on abandoned mine land, which

was historically the core business of Collins Building, as revenue of Range Environmental.

Collins Building contributed revenues of $ 2,833,068

and net income of $ 437,554 to the Company’s consolidated revenues and net income for the year ended December 31, 2023.

decrease in goodwill in the year ended December 31, 2024, was driven by the impairment of the Range Reclamation Entities goodwill

that was assessed at the time of its acquisition in 2022.

See note 1 for further discussion.

SCHEDULE OF GOODWILL

December 31, 2023

December 31, 2022

Range Reclaim Segment:

2 unchanged sentences

of Common Stock and Warrants

May 2022, the Company entered into two securities purchase agreements providing for the issuance and sale by the Company of (i) 20,000,000

shares of the Company’s common stock (the

“May 2022 Shares”) at a price of $ 0.15

per share and (ii) warrants to purchase up to

an additional 20,000,000

shares of the Company’s common stock at

a price of $0.60 per share (the “May 2022 Warrants”).

The May 2022 Warrants expire on May 10, 2027.

The aggregate proceeds

to the Company from the sale of the May 2022 Shares and May 2022 Warrants was $ 3,000,000 .

May 2022, the Company purchased 90 % of the outstanding common stock of each of the Range Reclamation Entities for a combination of Company

shares and cash, as described in Note 3.

Only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered

outstanding as of December 31, 2022, in order to reflect the effects of the Separation Agreement.

August 2022, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of (i) 1,666,667

shares of the Company’s common stock (the

“August 2022 Shares”) at a price of $ 0.15

per share and (ii) warrants to purchase up to

an additional 1,666,667

shares of the Company’s common stock at

a price of $0.60 per share (the “August 2022 Warrants”).

The August 2022 Warrants expire on August 26, 2027.

The aggregate

proceeds to the Company from the sale of the August 2022 Shares and August 2022 Warrants was $ 250,000 .

April 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of (i) 2,733,334

shares of the Company’s common stock (the

“April 2023 Shares”) at a price of $ 0.15

per share and (ii) warrants to purchase up to

an additional 2,733,333

shares of the Company’s common stock at

a price of $0.60 per share (the “April 2023 Warrants”).

shares of the Company’s common stock (the “April 2023 Shares”) at a price of $ 0.15 per share and (ii) warrants to purchase

up to an additional 2,733,333 shares of the Company’s common stock at a price of $ 0.60 per share (the “April 2023 Warrants”).

The April 2023 Warrants expire on April 11, 2028 .

The aggregate proceeds

to the Company from the sale of the April 2023 Shares and April 2023 Warrants were approximately $ 400,000 .

The aggregate proceeds to the Company from the sale of the April 2023 Shares and April

2023 Warrants were approximately $ 400,000 .

August 2023, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 6,666,667

9 unchanged sentences

from the sale of the December 2023 Shares were approximately $ 1,700,000 .

June 2024, the Company entered into securities purchase agreement providing for the issuance and sale by the Company of 3,703,704 shares

of the Company’s common stock (the “June 2024 Shares”) at a price of $ 0.27 per share.

The aggregate proceeds

from the sale of the June 2024 Shares were approximately $ 1,000,000 .

STOCK OPTIONS

options issued during the year ended December 31, 2024

the year ended December 31, 2024, the Company granted to its Chief Financial Officer options to purchase an aggregate of 250,000

shares of the Company’s common stock with

exercise prices of $ 0.38

per share that expire ten

years from the date of grant.

Half of the options

granted vested upon grant and the other half vests in one

The fair value of each option award was

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

(i) a volatility

rate of 267.24 %,

(ii) a discount rate of 4.7 %,

expected dividend yield, and (iv) an expected

years, which is the average of the term of the

options and their vesting periods.

The total fair value of the option grants to Ms.

Missal at its grant date

was approximately $ 95,000 ,

of which was allocated to general and administrative

expenses during the year ended December 31, 2024, and $ 47,500

of which will be amortized one

year from the date of grant.

As of December

31, 2024, there is approximately $ 65,500

of unrecognized compensation cost that will be

recognized in 2025.

options issued during the year ended December 31, 2023

the year ended December 31, 2023, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,050,000

19 unchanged sentences

of the cost of the outstanding stock-based awards remained outstanding and will be amortized over the next two years.

options issued during the year ended December 31, 2022

the year ended December 31, 2022, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,650,000

shares of the Company’s common stock with exercise prices of $ 0.18

per share that expire ten

years from the date of grant, and vested upon grant.

The fair value of each option award was estimated on the date of grant

using the Black-Scholes-Merton Option Pricing model based on the following assumptions:

(i) a volatility rate of 277.5 %,

(ii) a discount rate of 3.82 %,

expected dividend yield, and (iv) an expected life of 5

years, which is the average of the term of the options and their vesting periods.

The total fair value of the option grants to

directors, advisors, and employees at their grant dates was approximately $ 393,260 ,

all of which was allocated to general and administrative expenses during the year ended December 31, 2022.

summary of the Company’s stock option activity during the years ended December 31, 2024 and 2023 is as follows:

1 unchanged sentence

of Underlying

Exercise Price

Balance outstanding at December 31, 2022

5 unchanged sentences

OF STOCK OPTION OUTSTANDING

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Average Exercise Price

Average Grant- Date Stock Price

Options Outstanding, December 31, 2024

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.70

summary of the Company’s stock options outstanding and exercisable as of December 31, 2023 is as follows:

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- Date Stock Price

Options Outstanding and Exercisable, December 31, 2023

$ 1.50 - 1.95

$ 2.00 - 2.79

$ 3.10 - 3.80

$ 4.00 - 4.70

Average Exercise Price

Average Grant- Date Stock Price

Outstanding, December 31, 2023

summary of warrants to purchase common stock issued during the years ended December 31, 2024 and 2023 is as follows:

1 unchanged sentence

of Underlying

Exercise Price

Balance outstanding at December 31, 2022

Balance outstanding and exercisable at December 31, 2022

Exchanged for shares of common stock

( 21,733,334 )

Balance outstanding and exercisable at December 31, 2023

Balance outstanding and

exercisable at December 31, 2023

Balance outstanding

and exercisable at December 31, 2024

October 2023, the Company entered into warrant exchange agreements with certain holders of warrants to exchange warrants to purchase

a total of 21,733,334 shares of the Company’s common stock for an aggregate of 2,173,334 shares of the Company’s common stock.

December 31, 2023 and December 31, 2022, the outstanding stock warrants had no intrinsic value.

NOTES PAYABLE

Environmental was granted a loan (the “PPP loan”) from United Bank for $ 109,435

on March 9, 2021, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act.

The PPP loan had a

maturity date of March

9, 2023 and bore interest at a rate of 1 %

per annum, with the first six months of interest deferred.

On August 19, 2022, Range

Environmental received notice that the U.S.

Small Business Administration (“SBA”) had reviewed the forgiveness

application of the PPP loan and provided forgiveness of the entire principal of the

PPP loan plus accrued interest.

The Company recognized a gain on forgiveness of the PPP loan of $ 109,435

during the year ended December 31, 2022.

June 17, 2020, Range Environmental was granted an SBA Disaster Loan in the amount of $ 150,000 with an interest rate of 3.75 % per annum.

On September 14, 2022, the Company paid the entire balance

due on this loan of $ 158,815 , including $ 8,815 in accrued interest.

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

a total of 21,733,334

shares of the Company’s common stock for

an aggregate of 2,173,334

shares of the Company’s common stock.

December 31, 2024 and 2023, the outstanding stock warrants had no

intrinsic value.

LINE OF CREDIT

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

In November 2023, the Company amended and restated

this line of credit.

The line of credit, as amended, has a maturity date of December 31, 2025 , and bears interest at the fixed rate of

eight and three-quarters percent ( 8.75 %).

As of December 31, 2024 and 2023, the balance due under the line of credit was $ 1,000,000 .

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

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

pursuant to which principal and accrued interest payments are required in March, June, September and December.

The loan has a maturity

date of December 31, 2025 , and bears interest at the fixed rate of seven and three-quarters per cent ( 7.75 %).

As of December 31, 2024,

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

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

LONG-TERM DEBT OBLIGATIONS

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

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

rates on the equipment financings range from 5.71 % to 7.2 % for 2024 and mature between 2025 through 2029 .

Collins Building debt consists of a five-year secured promissory note with an original principal amount of $ 2,000,000 ,

bearing interest at 7.0 %

per annum (the “First Promissory Note”), and a two-year secured promissory note with an original principal amount of

described in Note 2, in August 2024, the Collins Building debt was cancelled in exchange for the property and substantially all the equipment

acquired in the original transaction.

The Collins Building debt consisted of a five -year secured promissory note with an original principal

amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and a two -year secured promissory

note with an original principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”,

and, together with the First Promissory Note, the “Collins Promissory Notes”).

The First Promissory Note was secured by the

acquired real property and quarry infrastructure and the Second Promissory Note was secured by the acquired equipment.

At December 31,

2023, the First Promissory Note had an outstanding balance of $ 1,887,395 and the Second Promissory Note had an outstanding balance of

$ 1,798,633 .

bearing interest at 8.25 %

per annum (the “Second Promissory Note”, and, together with the First Promissory Note, the “Collins Promissory

The First Promissory Note is secured by the acquired real property and quarry

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

At December 31, 2023, the First Promissory Note

had an outstanding balance of $ 1,887,395

and the Second Promissory Note had an outstanding balance of $ 1,798,633 .

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

November 2024, certain equipment items no longer required by the Company were surrendered to the financing company which held liens on

the equipment in exchange for a release of debt.

The result of this transaction was a reduction of the net equipment values on the balance

sheet and a reduction in the long-term debt of $ 1,012,375 .

The difference in the equipment value and the debt is captured in the statement

of operations and cash flow in the line item for the loss on sale of fixed assets.

summary of payments due under the long-term debt as of December 31, 2024 by year is as follows:

OF MATURITIES OF LONG TERM DEBT

Equipment Financing

Collins Promissory Notes

2024 – due between January 1, 2024 and December 31, 2024

2025 – due between January 1, 2025 and December 31, 2025

2026 – due between January 1, 2026 and December 31, 2026

2027 – due between January 1, 2027 and December 31, 2027

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

Total long-term debt

LINES OF CREDIT

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

In November 2023, the Company amended and

restated this line of credit.

The line of credit has a maturity date of November

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

above the prime rate ( 9.50 %

at December 31, 2023).

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

As of December 31, 2022, the balance due under the line of credit was $ 0 .

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 .

P rincipal and accrued interest p ayments are required in March, June, September and

December 2024.

The loan has a maturity date of December

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

at December 31, 2023).

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

Company had no income tax expense for the year ended December 31, 2023 and 2022 due to its history of operating

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

Company had no federal income tax expense for the year ended December 31, 2024 and 2023 due to its history of operating losses.

Company did have income and franchise taxes paid to the states of West Virginia and California for 2024.

The following is a reconciliation

of the statutory federal income tax rate to the Company’s effective tax rate:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Year-Ended December 31, 2023

Year-Ended December 31, 2022

December 31, 2024

December 31, 2023

Federal statutory tax rate

State tax rate, net of federal benefit

State tax rate, net of

federal benefit

Total federal and state tax rate

3 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

December 31, 2023

December 31, 2022

Net deferred tax assets:

Net operating loss carryforwards

Net operating

loss carryforwards

Stock-based compensation

1 unchanged sentence

Other Capitalized Costs

Operating lease liability

lease liability

Gross deferred tax assets

2 unchanged sentences

( 6,944,000 )

Total deferred tax assets

deferred tax assets

Deferred tax liabilities:

Derivative income

Operating lease right-of-use asset

lease right-of-use asset

Total deferred tax liabilities

Net deferred income tax assets (liabilities)

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 years ended December 31, 2023 and

2022, 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.

The valuation allowance

decreased by $ 2.2 million

during the year ended December 31, 2023 and decreased by $ 0.9 million

during the year ended December 31, 2022.

December 31, 2023 and December 31, 2022, the Company had available federal and state net operating loss carryforwards (“NOLs”)

to reduce future taxable income.

Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership

of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership.

For Federal purposes, after considering limitations under Section 382, the net operating loss amounts available were approximately $ 16.9

million and $ 18.3

million as of December 31, 2023 and December

31, 2022, respectively.

For state purposes, after considering limitations under Section 382, the net operating loss amounts available

were approximately $ 16.6

million as of December 31, 2023 and 2022.

NOLs incurred subsequent to the latest change in control are not subject to the limitation.

Net deferred income

tax assets (liabilities)

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 years ended December 31, 2024 and 2023, 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

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.

During the year ended December 31, 2024 and the year ended December 31, 2023, the valuation allowance changed by $ 0.8 million and $ 2.2

million, respectively.

December 31, 2024 and December 31, 2023, the Company had available federal and state net operating loss carryforwards

(“NOLs”) to reduce future taxable income.

Due to restrictions imposed by Internal Revenue Code Section 382 regarding

substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as

a result of changes in stock ownership.

For Federal purposes, after considering limitations under Section 382, the net operating

loss amounts available were approximately $ 19.2 million

and $ 16.9 million

as of December 31, 2024 and December 31, 2023, respectively.

For state purposes, after considering limitations under Section 382,

the net operating loss amounts available were approximately $ 16.5 million

as of December 31, 2024 and $ 16.6 million as of December 31, 2023.

NOLs incurred subsequent to the latest change in control are not

subject to the Section 382 limitation.

Federal carryforwards generated prior to December 31, 2017 expire on various dates through 2037, and Federal carryforwards generated

1 unchanged sentence

MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

to the Company’s two largest customers were 70 % and 24 %, respectively, of total sales for the year ended December 31, 2023, and sales to the Company’s

largest customer were 72 % of total sales for the year ended December 31, 2022.

receivable from the same customers were 70 %

respectively, of total accounts receivable and unbilled receivables as of December 31, 2023 and accounts receivable from the

Company’s largest customer were 62 %

of total accounts receivable and unbilled receivables as of December 31, 2022.

to the Company’s two largest customers were 53 % and 23 %, respectively, of total sales for the year ended December 31, 2024, and

70 % and 24 %, respectively, of total sales for the year ended December 31, 2023.

receivable from the same customers were 83 % and 17 %, respectively, of total accounts receivable and unbilled receivables as of December

31, 2024, and 70 % and 29 %, respectively, of total accounts receivable and unbilled receivables as of December 31, 2023.

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

SEGMENT INFORMATION

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

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

major customers in financial statements.

The Company has five

reportable segments that are based on the following business units:

(i) Range Reclaim, (ii) Range Water, (iii) Range Security, (iv)

Range Land, and (v) Drug Development.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s

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

make decisions about allocating resources and assessing performance for the entire Company.

Existing guidance, which is based on a

management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report

annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material

assets and reports revenue.

All material operating units qualify for aggregation under “Segment Reporting” due to their

similar customer base and similarities in:

economic characteristics;

nature of products and services;

and procurement, manufacturing

and distribution processes.

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

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

customers in financial statements.

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

(ii) Range Minerals;

(iii) Range Water;

(iv) Range Security;

and (v) Range Land.

As described in Note 2, the Company’s

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

As such, results of this segment

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

In accordance with the “Segment

Reporting” Topic of the ASC, the Company’s chief operating decision-maker has been identified as the Company’s Chief

Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire

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

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

in which the entity holds material assets and reports revenue.

All material operating units qualify for aggregation under “Segment

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

and (iii) procurement, manufacturing and distribution processes.

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

Reclaim – land reclamation, water restoration, incidental mining and land repurposing

Reclaim – land reclamation, water restoration, and land repurposing

Minerals – subcontracted mining and reclamation activities

Water – biochar product development and water solutions business

1 unchanged sentence

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

Development – glycosylated cannabinoid drug development program

Company operated two reportable business segments, Range Reclaim and Drug Development, during the year ended December 31, 2022.

business segments began operating in 2023.

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

1 unchanged sentence

OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT

For the year ended December 31, 2023

Range Reclaim

Range Security

Drug Development

the year ended December 31, 2024

Cost of services

Gross profit (loss)

( 2,155,763 )

Operating income (loss)

( 3,228,747 )

( 1,136,984 )

( 3,540,098 )

Net income (loss)

( 7,970,303 )

( 2,173,833 )

( 9,332,147 )

Interest expense

Goodwill Impairment

Capital expenditures for long-lived assets

For the year ended December 31, 2022

Range Reclaim

Drug Development

the year ended December 31, 2023

Cost of services

1 unchanged sentence

( 1,757,989 )

( 1,100,433 )

Net income (loss)

( 1,417,842 )

( 1,072,176 )

Interest expense

5 unchanged sentences

the years ended December 31, 2024 and 2023 is below:

SUMMARY OF FINANCIAL INFORMATION QUARTERLY DATA

Quarter ended March 31, 2023

Quarter ended June 30, 2023

Quarter ended September 30, 2023

Quarter ended December 31, 2023

Income (loss) from operations

OF FINANCIAL INFORMATION QUARTERLY DATA

ended March 31, 2024

ended June 30, 2024

ended September 30, 2024

ended December 31, 2024

Gross profit (loss)

Income (loss) from continuing operations

Loss from discontinued operations

Net income (loss)

Net income (loss) per share – basic and diluted

Quarter ended March 31, 2022

Quarter ended June 30, 2022

Quarter ended September 30, 2022

Quarter ended December 31, 2022

Loss from operations

( 1,213,840 )

( 1,225,681 )

( 4,920,338 )

( 2,438,224 )

Net (loss) per share – basic and diluted

ended March 31, 2023

ended June 30, 2023

ended September 30, 2023

ended December 31, 2023

Income (loss) from operations

Net income (loss)

Net income per share – basic and diluted

PRO FORMA DATA (UNAUDITED)

pro forma sales and net income data gives effect to the acquisition of Collins Building as if it had occurred on January 1, 2023, the

beginning of the Company’s 2023 fiscal year, and to the acquisition of the Range Entities as if it had occurred on January 1, 2022,

the beginning of the Company’s 2022 fiscal year.

beginning of the Company’s 2023 fiscal year.

OF PRO FORMA DATA INFORMATION

For the year ended

the year ended

December 31, 2023

2 unchanged sentences

All other companies

For the year ended

December 31, 2022

Net income (loss)

Acquired companies

Range Entities

All other companies

( 1,888,645 )

$ ( 1,235,473 )

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 9A. Controls and Procedures