Item 1. Business
Item
1. Business
Our Company History
We
are a Nevada corporation, initially formed in June 2007 under the name “Legend Mining Inc.” for the purpose of engaging in
mineral property exploration. The Company, however, was unable to keep its sole mineral claim in good standing due to insufficient funding,
and its interest in that property terminated. Whereupon, in October 2011, the Company completed a merger with its wholly-owned subsidiary,
Stevia First Corp., whereby the Company changed its name from “Legend Mining Inc.” to “Stevia First Corp.” and
began focusing its business on the cultivation and harvest of stevia leaf and development of stevia products. As an outgrowth of its
stevia leaf research, the Company commenced researching the development of cannabinoid pharmaceutical candidates known as cannabosides
principally for the treatment of serious neurological and inflammatory disorders, a research activity we continued until the sale of our Graphium subsidiary. See Note 2 for more details. In July
2016, our Board of Directors and shareholders approved a corporate name change from “Stevia First Corp.” to “Vitality
Biopharma, Inc.” and in October 2021, as part of a rebranding effort, we completed a merger with a newly-formed wholly-owned subsidiary,
Malachite Innovations, Inc., pursuant to which we changed our corporate name from “Vitality Biopharma, Inc.” to “Malachite
Innovations, Inc.” and expanded our business to include impact investing with a particular focus on acquiring, reclaiming and repurposing
mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. This business is the sole source
of our revenues. In December 2023, the Company completed a statutory merger under Delaware law into Range Impact, Inc., a newly-formed
wholly-owned subsidiary, and adopted the corporate name of “Range Impact Inc.” to create consist branding throughout the
entire Company as a result of the two acquisitions described in the following paragraph.
In
May 2022, we acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range
Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range
Reclamation Entities”). The Range Reclamation Entities provide land reclamation and water restoration services to mining and non-mining
customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural,
commercial, agricultural or recreational use. The Range Reclamation Entities’ water restoration services seek to improve the water
quality in rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory
standards and requirements. Range Natural is no longer an active operating business, but had previously engaged subcontractors to mine
and transport coal on behalf of third-party customers incidental to the reclamation and repurposing of mine sites.
In
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.
In
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.
In
September 2024, the Company sold all of its drug development assets to a newly-formed entity owned by our former Chief Science Officer
and former Chief Financial Officer. The Company is no longer in the cannabinoid drug development business.
Our
Business
We
are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach
to impact investing. We own and operate several complementary operating businesses focused on developing long-term solutions to environmental,
social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land
in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by leveraging
our competitive advantages and looking at solving old problems in new ways. We seek to thoughtfully allocate our capital into strategic
opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our
shareholders.
Impact
Investing Strategy
Our
impact investing strategy aims to improve the health and wellness of people and the planet, while also generating long-term sustainable
financial returns for our shareholders. We believe that doing well and doing good are not mutually exclusive, and that an impact investing
strategy can balance the environmental, social and economic needs of people and the planet while also generating attractive risk-adjusted
financial returns for shareholders.
Our
impact investing strategy provides an opportunity for our dedicated team to address pressing environmental, social and economic challenges,
such as air and water pollution, educational inequality and economic disparity, and climate change, through the development of technology-based
solutions. By actively directing investment capital towards businesses that are working to create positive environmental, social and
economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier
and happier way of life.
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We
have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States.
Initially, the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income,
education and employment demographics in the United States. Our ambitious strategy is to allocate investment capital and build operating
businesses that provide positive environmental and social impact in the disadvantaged coal communities of Appalachia.
Our
corporate headquarters is located in Cleveland, Ohio, with an additional office location in Fola, West Virginia. As of March 28, 2025,
we employed 18 full-time employees. In addition, we have, from time to time, engaged various consultants and professional service firms
to provide us with flexible and experienced resources to advance our corporate objectives in order to maintain a cost-effective overhead
structure. We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing well by doing
good.
We
have the following five operating business segments: (i) Range Reclaim; (ii) Range Minerals; (iii) Range Water; (iv) Range Security;
and (v) Range Land.
Range
Reclaim
In
May 2022, the Company acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”).
Range Environmental provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers
throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial,
agricultural or recreational use. Range Environmental also provides environmental consulting services to customers, typically in connection
with land reclamation and water restoration projects, and, as an additional value-add service, sells water treatment chemicals manufactured
by third parties to its customers.
According
to the U.S. Energy Information Administration (“EIA”), the United States had 551 coal mines in 2020, comprised of 370 active
mines, 141 idled or closed mines, and 40 new or activated mines. Approximately 82% of those coal mines were located in Appalachia (which
comprises the Appalachian Mountains and is commonly known as the cultural region in the Eastern United States stretching from the southern
part of New York to the northern parts of Alabama and Georgia). According to the EIA, there were approximately three times as many coal
mines in the United States in 2008 (compared to 2020) with approximately 89% located in Appalachia. The precipitous decline in the number
of operating coal mines since 2008 is due to various supply, demand and regulatory factors, including a reduction in demand for coal
as a source of electricity due to the increased use of natural gas and renewable energy, an increase in coal production costs due to
inflation and the dearth of cost-effective locations remaining for mining, and a more stringent and costly regulatory environment, all
of which have resulted in an increasingly difficult market for coal producers.
In
2000, coal was responsible for 1,966 billion kWh of electricity generation, representing 52% of the total electricity generation in the
United States. In 2022, coal was responsible for only 828 billion kWh of electricity generation, representing 20% of the total electricity
generation in the United States, a decline of approximately 58%. According to the EIA, 23% of the 200,568 megawatts of coal-fired capacity
currently operating in the United States is scheduled to retire by the end of 2029 due to the high cost of operations, competition from
natural gas and renewable energy resources, and sustainable initiatives of energy producers.
However,
the reclamation of closed and inactive mine sites has not kept pace with the increase in the number of closed and idled mine sites, thus
creating a substantial backlog of reclamation work that needs to be completed on former mine sites. According to the U.S. Office of Surfacing
Mining Reclamation and Enforcement (“OSMRE”), there are approximately 50,000 high-priority abandoned mine land locations
in the United States resulting from legacy coal mining operations that failed to adequately reclaim the land and waterways back to their
natural state as required by federal regulations. Additionally, there are tens of thousands of active mine sites in the United States
that require contemporaneous reclamation of land and waterways during the active mining process, and an estimated equally large number
of idled mine locations that also require significant land reclamation and water restoration.
Under
the Surface Mining Control and Reclamation Act of 1977 (“SMRCA”), OSMRE was established for two basic purposes: (i) to ensure
coal mines in the United States operate in a manner that protects citizens and the environment during mining operations and to restore
the land to beneficial use following mining, and (ii) to implement an Abandoned Mine Land (“AML”) reclamation program to
address the hazards and environmental degradation resulting from two centuries of coal mining activities that occurred before SMRCA was
passed in 1977. The AML reclamation program is funded through fees levied against coal producers based on tons of coal produced. As of
September 2020, the AML reclamation fund had collected a total of $11.7 billion in coal mining fees over the life of the program, with
$9.5 billion (81%) appropriated and distributed in accordance with SMCRA, and $2.2 billion (19%) unappropriated and available for future
disbursement. In November 2021, the Infrastructure Investment and Jobs Act was enacted, which, among other things, authorized $11.3 billion
in new funding to be appropriated for deposit into the AML reclamation fund. The AML reclamation fund is only available to help fund
the reclamation of mines abandoned before SMCRA was enacted in 1977, and therefore, all mines abandoned after the year 1977 cannot access
funding from the AML reclamation fund and must obtain funding from other sources.
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While
much of the funding for this reclamation work comes from the federal government, each state in Appalachia has a Department of Environmental
Protection (“DEP”) or an equivalent agency that oversees coal mining permitting, operations, and reclamation. Under DEP rules
and regulations, coal mining companies are required to develop a mining and reclamation plan that is approved by the applicable state
agency, obtain a mining permit from the state, and secure a reclamation surety bond from a qualified third-party insurance company or
provide a comparable financial guarantee. The reclamation surety bond provides the state with financial assurances that land reclamation
and waterway restoration will be performed in accordance with the reclamation plan once mining is complete if the coal mining company,
as primary obligor, fails to perform. Therefore, there are at least three groups who may need land reclamation, water restoration and
environmental consulting services: (i) mining companies when permits are active and reclamation bonds are not in default, (ii) surety
bond insurers when reclamation bonds are in default, and (iii) states through their AML reclamation funds for mine lands abandoned before
1977 and for mine lands with defaulted coal mining companies and forfeited surety bonds on or after 1977.
Range
Environmental currently provides reclamation and water treatment services to one customer at one large mining complex located in Fola,
West Virginia (the “Fola Mine”). Range Environmental employs 8 full-time workers and owns over 30 pieces of equipment, trucks
and accessories that are used in its business operations. Occasionally, Range Environmental will also rent or lease specific pieces of
equipment for certain tasks. Range Environmental operates in a highly-competitive market environment with high price sensitivity of customers
and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key drivers
of profitability and performance. Range Environmental uses minimal raw materials in connection with its reclamation services at the Fola
Mine, other than grass seed, trees, water treatment solutions and other related reclamation and water treatment supplies, which are reimbursed
by its customer. Range Environmental does not own any intellectual property and does not require any government approvals to provide
reclamation services at the Fola Mine, other than standard business licenses and safety training for workers.
In
August 2023, the Company acquired Collins Building & Contracting, Inc. (“Collins Building”), a West Virginia-based
environmental services business focused on performing reclamation services on AML sites throughout West Virginia. After the
acquisition, the Company used Range Environmental employees to perform reclamation services on AML sites using Range Environmental
equipment and Collins Building equipment. The Company subsequently determined that AML reclamation work was more administratively
and operationally challenging than anticipated, and that the Company was devoting a disproportionate amount of time, capital and
human resources allocated to these AML projects, particularly when compared to alternative opportunities in the marketplace. In
August 2024, the Company sold substantially all of the assets of Collins Building back to its previous owner in exchange for the
discharge of the outstanding indebtedness then owed by the Company in connection with the August 2023 acquisition. The
Company completed its final AML jobs in early November 2024, and subcontracted its remaining three active AML jobs to the previous
owner of Collins Building as part of the August 2024 transaction. As of the date of this filing, the Company is no longer engaged
in the AML reclamation business but continues with other reclamation activities.
Range
Minerals
In
May 2022, the Company acquired Range Natural Resources, Inc., a West Virginia corporation (“Range Natural”). Range Natural
provided mining and reclamation services using six of its own employees and two third-party mining subcontractors for its one customer
at the Fola Mine until December 2023. Range Natural operates in a highly-competitive market environment with high price sensitivity of
customers and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key
drivers of profitability and performance. Range Natural uses minimal raw materials in connection with its mining and reclamation services
at the Fola Mine, other than grass seed and other related reclamation supplies, which are reimbursed by its customer. Range Natural does
not own any intellectual property and does not require any government approvals to provide mining and reclamation services at the Fola
Mine, other than standard business licenses, mining operator permits, and safety training for workers. Range Natural billed its sole
customer using a “rates and hours” method for its own employees and a “cost plus margin” method for its subcontractors.
Range Natural employees used Range Natural equipment and Range Natural subcontractors used their own equipment in performing the mining
and reclamation services. In December 2023, all of the Range Natural employees were terminated and the mining equipment subsequently
sold since Range Natural was no longer directly providing mining and reclamation services at the Fola Mine. Beginning in January 2024,
Range Natural had no employees, equipment or operations, other than contracts with third-party subcontractors.
In
January 2024, the Company separated Range Natural’s results from the “Range Reclaim” reporting segment and included
Range Natural’s results in a separate “Range Minerals” reporting segment. The Company believes reporting the results
of Range Minerals separately from Range Reclaim will provide better insight and transparency into the overall operational performance
of both operating business segments.
From
January 2024 to May 2024, Range Natural engaged two subcontractors to perform mining and reclamation services for its one customer at
the Fola Mine. Range Natural was responsible for paying both subcontractors on a bi-monthly basis and then charged its customer using
a “cost plus margin” method.
On
May 2024, Range Natural engaged a primary contractor to fund the bi-monthly payments due to the same two subcontractors performing mining
and reclamation services for its one customer at the Fola Mine. As of June 30, 2024, the primary contractor failed to perform and therefore
the contract was terminated.
On
June 30, 2024, as part of the contract termination, Range Natural agreed to assume the liability due to the subcontractors in exchange
for the ownership of the coal that had been mined by the subcontractor, and all contractual relationships with third-party contractors
and subcontractors were terminated. In August 2024, Range Natural sold all of the coal that it had acquired as part of the contract termination
and subsequently paid in full all amounts due to the subcontractors. Range Natural currently has no, and has no future plans to have
any, employees, equipment, contractual relationships, or operations, and therefore intends to discontinue the Range Minerals operating
business segment beginning in 2025.
Range
Water
Terra
Preta, LLC, an Ohio limited liability company (“Terra Preta”), is a biochar product development and environmental
solutions business started by the Company in December 2022. Terra Preta is developing a novel and innovative combination of biochar,
proprietary materials and structural designs intended to create several first-of-its-kind agricultural and water filtration products
and solutions. Terra Preta’s research and development efforts have been put on hold until the Company has raised additional capital to fund the
advancement of its biochar-based agricultural and water filtration products.
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Biochar
is a solid, lightweight carbon-rich material produced by the thermal decomposition of organic material (such as cellulosic feedstock,
including wood and plants) using a chemical-conversion process known as pyrolysis. Carbonization pyrolysis is a chemical degradation
process that heats organic materials to produce carbon-rich biochar, liquid bio-oils, and syngas products. Since organic material is
thermally decomposed without oxygen during the pyrolysis process, combustion does not occur, so the process allows for the permanent
capture of carbon in the biochar end-product and eliminates the release of climate-damaging carbon dioxide into the atmosphere. The specific
yield of biochar during the carbonization pyrolysis process depends on several variables such as temperature, heating time and heating
rate. Lower temperatures, longer heating times and lower heating rates typically yield more biochar and less bio-oil and syngas.
Terra
Preta has been launched to build a full-cycle, carbon-negative business that reduces greenhouse gases from the atmosphere, passively
filters contaminated water without the use of harsh chemicals, and provides a fortified, nutrient-rich soil amendment to improve the
growth of agricultural products. Terra Preta would seek to lease or acquire former mine lands for the planting, growth and harvesting of crops to serve as the primary
feedstock for our biochar production operations. The newly planted crops would then act as a “carbon sink”, drawing substantial
amounts of carbon dioxide from the atmosphere into the plants through the photosynthesis process. When the plants are harvested, biochar
is produced through the carbonization pyrolysis process and the captured carbon dioxide is permanently preserved as carbon in the biochar
product for use in water treatment and agricultural end uses.
Pursuant
to rules adopted under the Clean Water Act of 1972 (“Clean Water Act”), the U.S. Environmental Protection Agency (“EPA”)
has implemented various pollution control programs such as wastewater standards for industry and recommendations for pollutants in surface
waters. The Clean Water Act prohibits any party from discharging pollutants into a water of the United States unless they have a permit
issued under the National Pollutant Discharge Elimination System (“NPDES”), which contains limits on what a party can discharge
and establishes monitoring and reporting requirements. On mining sites, coal operators are required to sample and test their water discharges
on a regular basis to ensure compliance with the Clean Water Act and applicable NPDES permits. Currently, most mining operators treat
non-compliant water with temporary holding ponds and expensive chemicals such as pH adjusters, coagulants and flocculants that require
constant reapplication to ensure compliance. Terra Preta will focus on developing a proprietary, biochar-based passive treatment system
that treats non-compliant mine site discharges to ensure compliance with the Clean Water Act and NPDES permits without the need for holding
ponds or expensive chemicals.
Sustainable
agriculture plays a critical role in the stability, growth, and diversification of our future food supply chain and the growth of
plants intended to serve as a carbon sink to reduce greenhouse gases. High-quality soil, a key condition for sustainable
agriculture, requires organic matter, microorganisms, nutrients, and optimal compaction. Subsoils with a sufficient number of
air-filled pores have little restriction to drainage and aeration, and typically are able to decompose and cycle organic matter and
nutrients more efficiently. Alternatively, soil with poor aeration leads to the build-up of carbon dioxide, reduces the ability of
plants to absorb water and nutrients, and leads to increased plant stress and root disease. To help address the ill effects of soil
compaction, Terra Preta plans to develop a proprietary, fortified biochar soil amendment that provides unique soil structuring
characteristics that will allow plants to grow strong roots that optimize the absorption of water and nutrients, thereby reducing
root stress and disease.
In
December 2022, Terra Preta filed trademarks for biochar goods and services related to agricultural and water treatment applications.
In March 2023, Terra Preta filed provisional patents related to novel and innovative agricultural and water treatment
solutions and designs. Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens that each produce one ton of biochar
per day to advance our research and development activities. In July 2024, the biochar ovens owned by Terra Preta were scrapped by
the Company since they were no longer being used for small batch biochar production. There were no insurance proceeds received for
these losses. We are currently evaluating the purchase of a large continuous-process pyrolysis oven to increase the scale of our
biochar production to commercial levels once adequate funding is secured to advance this initiative.
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Range
Security
Range
Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services
business started by the Company in November 2022. Range Security is focused on providing eco-friendly, technology-driven security
services to active and former mine sites, with a particular focus on locations transitioning from coal mining to next generation
industries and uses. Range Security is intended to serve as a complementary business to the Range Reclaim and Range Minerals entities.
Mine
sites in the Appalachian region frequently comprise thousands of acres of natural habitat with valuable infrastructure and operating
assets disbursed across large tracts of land. However, many of these mine sites lack adequate broadband access or cellular service,
and therefore traditional technology-based security solutions are not available. Also, due to the large land areas and often
challenging access roads and mountainous terrain, consistent visual confirmation of the safety and security of high value assets is
often difficult, and significant amounts of carbon dioxide are emitted from heavy-duty trucks used to perform frequent
visual security checks. Furthermore, due to the remoteness and lack of technological options, most security services in the market
fail to provide an independent verification of the security status of a mine site and confirmation of visual security checks,
resulting in a customer’s uncertainty regarding the actual security services being provided.
Valuable
assets commonly found on mine sites requiring high-levels of security services include office buildings, coal operation facilities such
as preparation plants and loadout facilities, power stations and electrical lines, vehicles and heavy equipment, supplies and chemicals,
and spare parts and components. These high-value assets are frequently the target of theft since all or parts of these assets can be
easily removed from the mine site and sold for cash. Unfortunately, the actual damage to the operation resulting from this type of destructive
theft is frequently many times the market value of the stolen item, primarily due to the losses resulting from the down-time of operations,
the cost of repairs and replacement components, and the long-term damage to critical infrastructure that could be repurposed and used
to attract next generation industries once mining is complete.
In
March 2023, Range Security was engaged by its first customer for environmental security services covering a 13,000-acre coal mine
site in West Virginia. Range Security currently employs 8 security professionals, and
is focusing its recruitment efforts on military veterans, former and current police officers, and other professionals with security
experience. Range Security has purchased two fuel-efficient utility task vehicles for ground surveillance and a thermal-imaging
drone for aerial surveillance, all of which use significantly less fuel and electricity to operate than traditional security
vehicles and provide a much broader coverage range with a substantially lower carbon footprint. Range Security is also in the
process of establishing satellite-based wireless service to support video surveillance and enable a mobile technology solution used
by our security professionals to provide real-time evidence of visual security checks. Range Security plans to expand its security
service business onto additional mine sites, with a particular focus on locations with valuable infrastructure being repurposed into
non-coal multi-use complexes with attractive job growth prospects and next-generation industry opportunities.
Range
Land
Range
Land, LLC, an Ohio limited liability company (“Range Land”), is a land acquisition company started by the Company in August
2023. Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel
uses, including commercial, industrial, residential and recreational developments. Range Land is specifically interested in acquiring
land to be used for renewable energy facilities, innovative agricultural installations, and projects focused on improving the quality
and condition of our air, land and waterways.
According
to industry estimates, Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that
are burdened with significant land reclamation and water restoration obligations. Many of these troubled mine sites are subject to
mining permits and associated reclamation bonds which prevents the land from being repurposed for non-mining uses until the land has
been reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department.
Water quality is a particularly challenging issue since a permit can only be released if the site has at least 12 consecutive months
of compliant water samples without active chemical treatment, which heightens the need for water restoration solutions to help
transition former mine land to economically viable non-mining uses.
The
Company, through its several operating businesses, has assembled the internal resources and capabilities to reclaim land, restore
waterways, install innovative water treatment solutions, and secure the mine site to protect the significant historical investment
in infrastructure. In addition to these in-house capabilities, the Company and its operating businesses also possess deep knowledge
and expertise in the permit and bond release process, which is a critical step necessary to unlock the underlying value of the
former mine land for non-fossil fuel uses. Range Land is actively reviewing several mine sites throughout Appalachia to acquire,
reclaim and repurpose in order to improve the land and create non-fossil fuel economic development opportunities for disadvantaged
local coal communities.
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In
September 2023, Range Land, through its wholly-owned subsidiary CLV Azurite Land, LLC, an Ohio limited liability company (“CLV
Azurite”), acquired over 1,900 acres of surface interest at an idled mine complex in West Virginia. CLV Azurite is in active
discussions with the holder of the permits and bonds associated with the acquired land to ensure that the acquired surface acreage
can be repurposed for alternative non-fossil fuel uses. Concurrently, CLV Azurite is in active discussions with two experienced and
well-capitalized solar energy developers to convert the former mine land into a large solar energy facility on a majority of the
acquired surface acreage, as well as additional acreage for commercial, industrial, recreational and residential development. Under
the solar arrangements, CLV Azurite would be the landlord and the solar developer-operator would be the tenant required to pay CLV
Azurite a negotiated lease payment on a per acre basis.
Competition
We
are focused on a large and growing marketplace for impact investing initiatives, and therefore, anticipate facing competition
from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to
satisfy the increasing demands for these types of investments in the marketplace. In many cases, these competitors are larger and
better capitalized than the Company.
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We compete on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition
capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance companies, recruitment and
retention of key personnel, market share with key customers, and supply relationships with critical vendors. Our ability to continue
to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.
Information
Systems
Foundation
Software, LLC (“Foundation”) serves as the Company’s third-party accounting software provider. Foundation’s
software is specifically designed for service companies, particularly those in the construction, contracting and reclamation
industries. Foundation’s software offers the Company several enhanced features critical to the successful execution of its
shareholder value creation plan, including (i) general ledger accounting, including accounts payable, accounts receivable, inventory
and customer billing, (ii) equipment tracking on job sites, maintenance, utilization and depreciation, (iii) employee tracking on
job sites, time and materials, utilization, and billing, (iv) job costing and profitability reporting segmented by customers, job
types and location, and (v) numerous real-time management dashboard and key performance indicator reports that allow management to
closely monitor financial and operational performance and quickly react to business opportunities and issues. Furthermore,
Foundation’s software allows the Company to more readily scale operations and efficiently and cost-effectively support the
anticipated growth of each of our business lines, thereby reducing the risk that our accounting and management systems
become a limiting factor to our growth initiatives.
Going
Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the 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.
The
ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or
raising additional capital to meet its obligations 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
Company.
General
Information
We
maintain a corporate website at: www.rangeimpact.com. Information contained on our website is not incorporated by reference in this Annual
Report. We file reports with the Securities and Exchange Commission (“SEC”) and make available free-of-charge through our
website our annual reports, quarterly reports, current reports, proxy and information statements and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).