RANGE IMPACT, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 and have concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2023 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (COSO). Based on the assessment, management concluded that, as of December 31, 2024, the Company’s internal controls over financial reporting were effective. Changes in Internal Control over Financial Reporting There are no changes in our internal control over financial reporting during the year ended December 31, 2024, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information No ne. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 30 PART III Item 10. Directors, Executive Officers and Corporate Governance Set forth below is certain information regarding our current directors and executive officers: Name Position Age Director/Executive Officer Since Edward Feighan (2)(3) Chairman of the Board of Directors 77 November 2018 Richard Celeste (1)(2)(3) Director 87 January 2019 Michael Cavanaugh Director and Chief Executive Officer 50 November 2018 / May 2019 Patricia Missal Chief Financial Officer 55 April 2024 (1) Member of Audit Committee (2) Member of Compensation Committee (3) Member of Nomination and Corporate Governance Committee Business Experience The following is a brief account of the education and business experience of our current directors and executive officers: Edward Feighan, Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services to the mortgage securitization industry. Mr. Feighan has been an owner and Director of Continental Heritage Insurance Company, an early leader in the cannabis insurance market which provides surety bonds and other insurance solutions to the emerging cannabis markets, for more than twenty years. Previously, Mr. Feighan served as Chairman and CEO of ProCentury Insurance Corporation (NASDAQ: PROS) from its IPO in 2004 until the sale of the company to another public insurance group in 2008. In 1996, Mr. Feighan was the founding CEO of Century Business Services (NYSE: CBZ). Mr. Feighan held elective office in Cleveland, Ohio for twenty consecutive years from 1973 to 1993. After being elected to three terms in the Ohio House of Representatives from 1973 to 1979, Mr. Feighan served a four-year term as a Cuyahoga County Commissioner in the State of Ohio. Subsequently, Mr. Feighan served five terms as a Member of the United States House of Representatives from 1983 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan earned his law degree from Cleveland State University in 1978. The Board believes Mr. Feighan’s extensive operational and executive experience with growth companies pursuing business combination transactions, as well as his 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. Richard Celeste, Director, i s a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs, CO).,. In addition, Mr. Celeste serves on the Boards of Battelle for Kids (Columbus, OH), Global Communities (Silver Springs, MD), Organic India USA (Boulder, CO), and Fabindia Ltd. (India). Mr. 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. Mr. 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. Michael 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, 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. In 2018, Mr. Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with interests in private equity, real estate and wealth management. From 2016 to 2018, Mr. Cavanaugh was Managing Director of Conway MacKenzie, a national turnaround consulting firm, where he established and managed the firm’s Cleveland, Ohio office and provided interim management and restructuring services to distressed and underperforming businesses. From 2006 to 2009 and 2011 to 2015, Mr. Cavanaugh was an executive with Resilience Capital Partners, a private equity firm focused on special situation control equity investments, where he served in several capacities, including as a Partner and member of the firm’s Investment Committee and as an officer and director of numerous portfolio companies. Mr. Cavanaugh received a B.A. from Columbia University in 1996, an M.B.A. from the University of Michigan Business School in 2003, and a J.D. from the University of Michigan Law School in 2003. The Board believes Mr. Cavanaugh’s extensive executive 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. 31 Patricia 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. Ms. 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. Term of Office In accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Director Independence Pursuant to its charter, the Nomination and Corporate Governance Committee reviews the independence of each director annually and makes recommendations to the Board based on its findings. During these reviews, the Nomination and Corporate Governance Committee is to consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and our management in order to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent under the independence standards established by the Board from time to time and under the applicable rules of any applicable stock exchange, except to the extent permitted by such rules. While the Nomination and Corporate Governance Committee did not conduct its annual review of director independence in 2024, the Board has determined that all of our directors are independent other than Mr. Cavanaugh, our Chief Executive Officer. Accordingly, our Board of Directors is comprised of a majority of independent directors. Board and Committee Meetings The Board of Directors held six meetings during the year ended December 31, 2024. The directors also, on occasion, communicate informally to discuss the affairs of the Company and, when appropriate, take formal action by written consent of all of the directors, in accordance with our Certificate of Incorporation, Bylaws and Nevada law. Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. Members of such committees met formally and informally from time to time throughout the year ended December 31, 2024 on committee matters, with the Audit Committee holding four meetings, the Compensation Committee holding one meeting, and the Nomination and Corporate Governance Committee holding no meetings. Each director attended, in person or by telephone, 100% of the meetings of the Board and any committee of which he or she was a member. 32 Attendance at Annual Meeting Although the Company does not have a policy with respect to attendance by members of the Board of Directors at its annual meeting of stockholders, all directors are encouraged to attend. Committees General . The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee. Audit Committee . Mr. Celeste is currently the sole member of our Audit Committee. Our Board has determined that Mr. Celeste is independent within the meaning of applicable SEC rules and qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5)(ii) of SEC Regulation S-K. The Audit Committee has oversight responsibilities for, among other things: the preparation of our financial statements; oversight of our financial reporting and disclosure processes; the administration, maintenance and review of our system of internal controls regarding accounting compliance; the appointment of our independent registered public accounting firm and review of its qualifications and independence; the review of reports, written statements and letters from our independent registered public accounting firm; and our compliance with legal and regulatory requirements in connection with the foregoing. Compensation Committee . The Compensation Committee currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. Our Board has determined that Messrs. Feighan and Celeste meet the definition of a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code for “outside directors.” The duties of our Compensation Committee include, without limitation: reviewing, approving and administering our compensation programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies and objectives; determining the objectives of our executive officer compensation programs and the specific objectives relating to CEO compensation, including evaluating the performance of the CEO in light of those objectives; approving the compensation of our other executive officers and our directors; review and recommend for approval by the Board the frequency with which the Company should submit to the stockholders an advisory vote on the compensation of the Company’s named executive officers, taking into account any prior stockholder advisory vote on the frequency with which the Company shall hold a stockholder advisory vote on compensation of the Company’s named executive officers; and administering our as-in-effect incentive-compensation and equity-based plans. In making its compensation decisions and recommendations (other than with respect to the compensation of our Chief Executive Officer), the Compensation Committee takes into account the recommendation of our Chief Executive Officer. Other than giving his recommendation, our Chief Executive Officer does not participate in the Compensation Committee’s decisions regarding his own compensation. Nomination and Corporate Governance Committee . The Nomination and Corporate Governance Committee of our Board of Directors currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. The responsibilities of the Nomination and Corporate Governance Committee include, without limitation: assisting in the identification of nominees for election to our Board of Directors, consistent with approved qualifications and criteria; determining the composition of the Board of Directors and its committees; recommending to the Board of Directors the director nominees for the annual meeting of stockholders; establishing and monitoring a process of assessing the effectiveness of the Board of Directors; developing and overseeing a set of corporate governance guidelines and procedures; and overseeing the evaluation of our directors and executive officers. In considering potential new directors, the Committee may review individuals from various disciplines and backgrounds. Among the qualifications to be considered in the selection of candidates are broad experience in business, finance or administration; familiarity with the Company’s industry; and prominence and reputation. Our Board of Directors does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board of Directors does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board of Directors believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities. The Board does not currently use an independent search firm in identifying candidates for service on the Board. 33 Board Leadership Structure Mr. Feighan serves as Chairman of the Board, a position he has held since November 2018. The Company has determined its current structure to be most effective as the Chairman serves as a liaison between its directors and management and helps to maintain communication and discussion among the Board and management, while allowing the CEO to focus on the execution of business strategy, growth and development. The Chairman serves in a presiding capacity at Board meetings and has such other duties as are determined by the Board from time to time. The Board’s Role in Risk Oversight Our Board oversees the Company’s risk management efforts by reviewing information provided by management in order to oversee risk identification, risk management, and risk mitigation strategies. Our Board committees assist the Board in overseeing our material risks by focusing on risks related to the particular area of concentration of that committee. For example, our Compensation Committee oversees risks related to our executive compensation plans and arrangements, our Audit Committee oversees the financial reporting, internal control and related-party transaction risks, and our Nomination and Corporate Governance Committee oversees risks associated with the business conduct of the Company. Each committee reports its discussions of the applicable relevant risks at such Board meetings as appropriate. The full Board of Directors incorporates the insight provided by these reports into its overall risk management analysis. Communications with Directors Stockholders may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors. Such communication can be confidential or anonymous, if so designated, and may be submitted in writing to the following address: Board of Directors Range Impact, Inc. c/o Michael Cavanaugh 200 Park Avenue, Suite 400 Cleveland, Ohio 44122 All communications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitute a communication to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the director or directors to whom it is addressed. In the case of communications to our Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee. Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2024, none of our executive officers or directors was a member of the board of directors of any other company where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation S-K). Code of Business Conduct and Ethics/Insider Trading Policy The Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief Financial Officer. 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. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in our common stock and other equity securities. Based 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, 2024. 34 Item 11. Executive Compensation The following table summarizes all compensation recorded by us during the years ended December 31, 2024 and December 31, 2023, for (i) our current principal executive officer and principal financial officer, and (ii) our next most highly compensated executive officer other than our principal executive officer and principal financial officer serving as an executive officer at the end of our 2024 fiscal year and whose total compensation exceeded $100,000 during the year ended December 31, 2024. Summary Compensation Table Name Period Ending Salary ($) Option Awards (non-cash) (1) Total ($) Michael Cavanaugh, Chief Executive Officer (principal executive officer) (2) Year Ended 12/31/24 236,000 - 236,000 Year Ended 12/31/23 236,000 211,800 447,800 Patricia Missal, Chief Financial Officer (principal financial officer) (3) Year Ended 12/31/24 267,750 95,000 362,750 Year Ended 12/31/23 156,750 - 156,750 Richard McKilligan, Former Chief Financial Officer (former principal financial officer) (4) Year Ended 12/31/24 45,000 - 45,000 Year Ended 12/31/23 180,000 - 180,000 Dr. Brandon Zipp, Former Chief Science Officer (5) Year Ended 12/31/24 45,000 - 45,000 Year Ended 12/31/23 180,000 - 180,000 (1) The method used and the assumptions made to calculate the fair value of option awards included in this table are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, 2024 and December 31, 2023 appearing elsewhere in this Annual Report. (2) 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. (3) Ms. 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 $0.38 per share, granted in April 2024. (4) Mr. McKilligan moved to serve as CFO of Graphium Biosciences effective April 25, 2024 and remained with that entity until it was spun off in September 2024. (5) Dr. Zipp moved to serve as Chief Science Officer of Graphium Biosciences effective April 25, 2024 and remained with that entity until it was spun off in September 2024. 35 Outstanding Equity Awards at December 31, 2024 Option Awards Number of securities underlying unexercised option Option Exercise Option Expiration Grant Date Exercisable Unexercisable Price ($) Date Michael Cavanaugh (1) 5/8/2019 500,000 - 0.35 5/8/2029 6/27/2019 250,000 - 0.30 6/27/2029 12/10/2021 350,000 - 0.277 12/10/2031 11/30/2022 750,000 0.18 11/30/2032 12/21/2023 1,000,000 0.212 12/21/2033 Patricia Missal (2) 4/25/2024 125,000 125,000 0.38 4/25/2034 Richard McKilligan (3) 7/18/2016 370,234 - 0.50 7/18/2026 6/27/2019 250,000 - 0.30 6/27/2029 12/10/2021 150,000 - 0.277 12/10/2031 11/30/2022 250,000 0.18 11/30/2032 Brandon Zipp (4) 7/18/2016 370,234 - 0.50 7/18/2026 5/8/2019 500,000 - 0.35 5/8/2029 12/10/2021 150,000 - 0.277 12/10/2031 11/30/2022 250,000 0.18 11/30/2032 (1) Granted 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. (2) Granted 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. (3) Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock, all of which became fully exercisable in July 2018, (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 150,000 shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in November 2022. (4) Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock, all of which were became fully exercisable in July 2018, (ii) 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, (iii) an option to purchase 150,000 shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in November 2022. Compensation of Directors Directors receive a combination of cash and equity awards as compensation for their service. There are no additional fees paid for meetings attended although our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors and committees. 36 Director Compensation Table The following table shows compensation paid to our non-employee directors during the year ended December 31, 2024: Name Fees earned or paid in cash Option awards (non-cash) (1) All other compensation Total Richard Celeste (1) $ 36,000 $ - $ - $ 36,000 Edward Feighan (1) $ 136,000 $ - - $ 136,000 (1) As of December 31, 2024, the aggregate number of stock and option awards held by each of our non-employee directors was as follows: (i) Mr. Celeste held an option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.277 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, all of which are fully vested, and (ii) Mr. Feighan held an option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.30 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.277 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.212 per share, all of which are fully vested. The method used and the assumptions made to calculate the fair value of the options are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, 2024 and December 31, 2023 appearing elsewhere in this Annual Report. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is: c/o Range Impact, Inc., 200 Park Avenue, Suite 400, Cleveland, Ohio 44122. Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after December 31, 2024, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage Beneficially Owned (1) Directors and Named Executive Officers: Edward Feighan (2) 5,250,917 4.8 Michael Cavanaugh (3) 4,729,791 4.4 Richard Celeste (4) 1,250,000 1.2 Patricia Missal (5) 125,000 0.1 All Directors and Executive Officers as a Group (4 persons) 11,355,708 10.6 Joseph E. LoConti (6) 24,189,456 22.3 Indemnity National Insurance Company (7) 21,333,333 19.6 (1) Based on 108,616,078 shares of our common stock issued and outstanding as of March 30, 2025. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. (2) Includes (i) 3,065,689 shares of the Company’s common stock held directly by Mr. Feighan, (ii) currently exercisable options to purchase 1,500,000 shares of common stock, and (iii) 685,228 shares of the Company’s common stock held by The Feighan Family Fund, LLC (the “Feighan Fund”), an entity beneficially owned by Mr. Feighan. 37 (3) Consists of (i) 1,879,791 shares of common stock and (ii) currently exercisable options to purchase 2,850,000 shares of common stock. (4) Represents currently exercisable options to purchase 1,250,000 shares of common stock. (5) Consists of currently exercisable options to purchase 125,000 sh ares of common stock. (6) This information is based solely on the Form 4 filed on Mr. LoConti on January 23, 2025. Mr. LoConti’s address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122. (7) This information is based solely on the Schedule 13G filed by Indemnity National Insurance Company on November 7, 2023. Indemnity National Insurance Company’s address is 238 Bedford Way, Franklin, Tennessee 37064. Item 13. Certain Relationships and Related Transactions, and Director Independence Transactions with Related Persons During the year ended December 31, 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 $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. Mr. Joseph E. LoConti is the beneficial owner of Tower IV. During 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 interest. Director Independence Our Board of Directors has determined that Messrs. Feighan and Celeste would qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). Mr. Cavanaugh would not qualify as “independent” because he currently serves as our Chief Executive Officer. Item 14. Principal Accounting Fees and Services Independent Registered Public Accounting Firm’s Fee Summary The following table provides information regarding the fees billed to us by Meaden & Moore, Ltd., our independent registered public accounting 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 December 31, 2024 For the year ended December 31, 2023 Audit Fees $ 124,935 $ 183,350 Tax Fees 33,000 32,800 All Other Fees 41,685 - Total Fees $ 199,620 $ 216,150 38 Audit Fees. The fees identified under this caption were for professional services rendered by Meaden & Moore, Ltd. for the audit of our annual financial statements. The fees identified under this caption also include fees for professional services rendered by Meaden & Moore, Ltd. for the review of the financial statements included in our quarterly reports on Forms 10-Q. In addition, the amounts include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years identified. Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting. All Other Fees . These fees consist primarily of accounting consultation fees related to potential collaborative agreements. We incurred no such fees during the year ended December 31, 2023. Pre-Approval Policies and Procedures Our Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed for the Company by our independent registered public accounting firm, giving effect to the “de minimis” exception for ratification of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does not impair the auditor’s independence. Since the establishment of our Audit Committee on August 24, 2012, the Audit Committee approved in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm for 2012 entered into prior to the establishment of the Audit Committee were pre-approved by the Board of Directors. 39 PART IV Item 15. Exhibits, Financial Statement Schedules (a) (1) The financial statements filed as a part of this Annual Report are as follows: Report of Independent Registered Public Accounting Firm (PCAOB ID 314) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-7 Notes to Consolidated Financial Statements F-8 (2) Schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (3) The exhibits filed with this Annual Report are set forth in the Exhibit Index included at the end of this Annual Report, which is incorporated herein by reference. Item 16. Form 10-K Summary None. 40 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RANGE IMPACT, INC. Date: March 28, 2025 By: /s/ Michael Cavanaugh Michael Cavanaugh Chief Executive Officer (Principal Executive Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Michael Cavanaugh Chief Executive Officer and Director March 28, 2025 Michael Cavanaugh (Principal Executive Officer) /s/ Edward Feighan Director March 28, 2025 Edward Feighan /s/ Richard Celeste Director March 28, 2025 Richard Celeste 41 EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) 3.1.1 Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) 3.1.2 Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.) 3.1.3 Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) 3.1.4 Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) 3.1.5 Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.) 3.2.1. Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) 3.2.2 Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.) 3.2.3. Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.) 10.10 Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010). 10.11# Vitality Biopharma, Inc. 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.) 10.12* 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 10.13* 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. 10.14 Securities Purchase Agreement, dated as of January 21, 2025, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 23, 2025.) 10.15 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.) 10.16 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.) 10.17 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.) 19* Policy on Insider Trading and Confidentiality 21.1* Subsidiaries 23.1* Consent of Meaden & Moore, Ltd. 23.3* Power of Attorney (included on the signature page to this Annual Report.) 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95* Mine Safety Disclosures 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith # Management contract or compensatory plan or arrangement. 42 Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 314 ) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 F-4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Range Impact, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Range Impact, Inc. (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. Emphasis of Matter – Going Concern The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical 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. /s/ Meaden & Moore, Ltd. MEADEN & MOORE, LTD. We have served as the Company’s auditor since 2021. Cleveland, Ohio March 28, 2025 F- 2 RANGE IMPACT, INC. CONSOLIDATED BALANCE SHEETS December 31 2024 2023 Assets Current Assets Cash and cash equivalents $ 167,286 $ 2,176,581 Accounts receivable 3,209,070 7,185,411 Contract assets 154,354 247,310 Prepaid expenses 28,723 115,324 Equipment held for sale 733,613 - Current assets of discontinued operations - 219 Total current assets 4,293,046 9,724,845 Long-term Assets Property and equipment, net of accumulated depreciation 1,899,669 13,301,902 Goodwill - 751,421 Deposits - 1,442 Long term assets of discontinued operations - 8,534 Total long-term assets 1,899,669 14,063,299 Total Assets $ 6,192,715 $ 23,788,144 Liabilities and Stockholders’ Equity Current Liabilities Line of credit $ 2,000,000 $ 2,400,000 Current portion of long-term debt 789,719 2,755,792 Accounts payable 556,562 3,714,014 Accrued expenses 197,328 101,283 Total current liabilities 3,543,609 8,971,089 Long-term Liabilities Long-term debt, net of current portion 1,814,701 5,250,027 Total long-term debt 1,814,701 5,250,027 Total liabilities 5,358,310 14,221,116 Stockholders’ Equity Common stock, par value $ 0.001 per share; 1,000,000,000 shares authorized; 104,727,189 and 101,023,485 shares issued and outstanding, respectively 104,727 101,023 Additional paid-in-capital 57,609,560 56,547,804 Accumulated deficit ( 56,879,882 ) ( 47,081,799 ) Total stockholders’ equity 834,405 9,567,028 Total Liabilities and Stockholders’ Equity $ 6,192,715 $ 23,788,144 The accompanying notes are an integral part of these consolidated financial statements. F- 3 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2024 Year Ended December 31, 2023 Revenues $ 9,011,081 $ 19,346,306 Cost of services 9,895,209 13,111,497 Gross profit/(loss) ( 884,128 ) 6,234,809 Operating Expenses: General and administrative 2,655,970 4,021,556 Total operating expenses 2,655,970 4,021,556 Income (loss) from operations ( 3,540,098 ) 2,213,253 Other Income: Gain on bargain purchase - 1,875,150 Other income 63,170 - Goodwill impairment ( 751,421 ) - Fixed asset impairment ( 738,913 ) - Loss on sale of fixed assets ( 3,677,500 ) - Interest expense ( 617,422 ) ( 505,917 ) Interest income 7,405 7,458 Total other income (expense) ( 5,714,681 ) 1,376,691 Income (loss) from continuing operations before income tax ( 9,254,779 ) 3,589,944 Income tax expense attributable to continuing operations ( 77,368 ) - Income (loss) from continuing operations ( 9,332,147 ) 3,589,944 Loss from discontinued operations ( 465,936 ) ( 458,889 ) Net income (loss) $ ( 9,798,083 ) $ 3,131,055 Net income (loss) per share – basic and diluted $ ( 0.09 ) $ 0.03 Weighted average number of common shares outstanding – basic and diluted 104,727,189 83,129,637 The accompanying notes are an integral part of these consolidated financial statements. F- 4 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Additional Common Stock Paid-in- Accumulated Shares Amount Capital Deficit Total Balance, December 31, 2022 78,116,814 $ 78,117 $ 53,074,180 $ ( 50,212,854 ) $ 2,939,443 Shares and warrants issued for cash 20,733,337 20,733 3,089,267 - 3,110,000 Shares issued in exchange for warrants 2,173,334 2,173 ( 2,173 ) - - Stock based compensation 386,530 - 386,530 Net income - - - 3,131,055 3,131,055 Balance, December 31, 2023 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ 9,567,028 Balance 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ 9,567,028 Shares and warrants issued for cash 3,703,704 3,704 996,296 - 1,000,000 Stock based compensation - - 65,460 - 65,460 Net loss - - - ( 9,798,083 ) ( 9,798,083 ) Net income (loss) - - - ( 9,798,083 ) ( 9,798,083 ) Balance, December 31, 2024 104,727,189 $ 104,727 $ 57,609,560 $ ( 56,879,882 ) $ 834,405 Balance 104,727,189 $ 104,727 $ 57,609,560 $ ( 56,879,882 ) $ 834,405 The accompanying notes are an integral part of these consolidated financial statements. F- 5 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2024 Year Ended December 31, 2023 Cash flows from operating activities: Net income (loss) $ ( 9,798,083 ) $ 3,131,055 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 3,677,500 - Gain on disposition of business ( 100 ) - Fair value of vested stock options 65,460 386,530 Goodwill impairment 751,421 - Fixed asset impairment 738,913 - Depreciation 1,868,997 1,781,573 Changes in operating assets and liabilities: Accounts receivable 3,970,553 ( 6,204,026 ) Unbilled receivables 5,788 - Contract assets 92,956 ( 247,310 ) Prepaid expenses and other current assets 86,601 ( 114,440 ) Accounts payable ( 3,157,453 ) 3,480,206 Accrued expenses 96,045 101,283 Deposits 1,442 ( 1,084 ) Deposits from discontinued operations 8,534 - Net cash provided by (used in) operating activities ( 1,591,426 ) 438,637 Cash flows from investing activities: Equipment purchases - ( 1,118,664 ) Cash paid in consideration for Collins Building acquisition - ( 1,000,000 ) Long-term debt issued for Collins Building acquisition - ( 4,035,250 ) Cash paid for acquisition of land - ( 1,008,897 ) Net proceeds from sale of assets 270,000 - Net insurance proceeds from casualty loss 160,000 - Net proceeds from disposition of Graphium Biosciences 100 - Net cash provided by/(used in) investing activities 430,100 ( 7,162,811 ) Cash provided by financing activities: Issuance of shares for cash 1,000,000 3,110,000 Proceeds from notes issued in acquisition of Collins Building - 4,035,250 Proceeds from long-term debt - 564,014 Repayment of long-term debt ( 1,448,188 ) ( 1,650,659 ) Proceeds from (repayment of) line of credit ( 400,000 ) 2,400,000 Net cash provided by/ (used in) financing activities ( 848,188 ) 8,458,605 Net increase (decrease) in cash and cash equivalents ( 2,009,514 ) 1,734,431 Cash and cash equivalents - beginning of period 2,176,800 442,369 Cash and cash equivalents - end of period $ 167,286 $ 2,176,800 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 486,515 $ 506,424 Income taxes $ 77,368 $ - Supplemental schedule of non-cash investing and financing activities: Debt forgiveness related to asset surrender to CNH Capital $ 1,012,375 $ - Debt forgiveness related to Collins Building asset disposal $ 2,940,836 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 RANGE IMPACT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. Originally founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business. In 2011, the Company changed its name to Stevia First Corp. and pursued a new strategy focused on developing stevia-based additives for the food and beverage industry. In 2015, the Company changed its name to Vitality Biopharma, Inc. and pursued a new strategy focused on developing cannabinoid-based prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract. In October 2021, the Company changed its name to Malachite Innovations, Inc. and formed two wholly-owned operating subsidiaries: (i) 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. In 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 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. 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, as described in more detail in Note 2. In December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments: (i) Range Reclaim, (ii) Range Water, (iii) Range Security, (iv) Range Land, and (v) Drug Development. In 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. 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, as described in more detail in Note 2. In 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. 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. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-K and Article 8 of Regulation S-X. 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), 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 Certain prior period amounts have been reclassified to conform with the current period’s presentation. F- 7 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Discontinued Operations During 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. Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented. Business Combinations Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for 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. The 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. Contract Estimates Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Since a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the estimated cost at completion. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified. F- 8 The 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. Contract Modifications Contract modifications can occur during the performance of the Company’s contracts. Contracts are modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. Cost and Expense Recognition Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred. The 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. Revenue earned over time compared to a point in time is as follows for the years ended December 31, 2024 and 2023. SCHEDULE OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME Year ended December 31, 2024 Year ended December 31, 2023 Earned over time $ 2,059,401 $ 2,824,387 Point in time 6,951,680 16,521,919 Total revenue $ 9,011,081 $ 19,346,306 Cost of Services Contract costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance, such as indirect labor, tools and supplies. For construction contracts, costs are generally recognized as incurred. Under certain circumstances, costs incurred in the period related to future activity on contracts may be capitalized. Costs incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition. Excluded costs include both uninstalled materials and abnormal costs. Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract that were not reflected in the price of the contract. A limited allowance for material overages and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price). Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. Accounts Receivable Included as a component of accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers. Billed contract receivables have been invoiced to customers based on contracted amounts. Contract receivables were $ 154,354 as of December 31, 2024 and $ 247,310 as of December 31, 2023. F- 9 The Company recognizes an allowance for losses on accounts and contract receivables in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging and management’s assessment of current conditions and reasonable and supportable expectations of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. Based on management’s assessment, it has concluded that losses 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 or 2023. No bad debt expense was accrued in either of the years ended December 31, 2024 or 2023. Contract Assets Billing 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 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. Details of contract assets arising from reclamation contracts in process as of December 31, 2024 and 2023 are as follows: SCHEDULE OF CONTRACT ASSETS December 31, 2024 Costs incurred on contracts in progress $ 1,513,306 Estimated earnings 1,168 Revenue earned on contracts in progress 1,514,474 Less: Billings to date ( 1,360,120 ) Total contract assets $ 154,354 December 31, 2023 Costs incurred on contracts in progress $ 425,634 Estimated earnings 340,528 Revenue earned on contracts in progress 766,162 Less: Billings to date ( 518,852 ) Total contract assets $ 247,310 Property and Equipment Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2024 December 31, 2023 Equipment $ 3,433,543 $ 13,835,929 Land 1,008,897 1,563,797 Buildings - 199,500 Property and equipment, gross - 199,500 Accumulated depreciation ( 2,542,771 ) ( 2,297,324 ) Net book value 1,899,669 13,301,902 Depreciation expense $ 1,868,997 $ 1,781,573 See Note 2 for more details on the change in buildings, property and equipment. The Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six -year useful lives of the equipment. All of the Company’s buildings were acquired in the purchase of Collins Building and are also being depreciated over an estimated six -year useful life due to their age at the date of acquisition. F- 10 The Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There was a group of five assets identified for impairment. See Equipment Held for Sale below. Land Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment. Equipment Held for Sale Following 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. Goodwill U.S. GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative impairment test is required. The Company performed its annual impairment test for goodwill on December 31, 2024 which was the annual assessment date. 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. At December 31, 2024, it was determined that a quantitative impairment test was required. The 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 . Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, 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 31, 2023. The space was leased on a month-to-month basis through September 2024. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. 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 with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. F- 11 Basic and Diluted Income (Loss) Per Share Basic 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: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2024 December 31, 2023 Options 11,594,210 11,392,544 Warrants 3,166,667 3,313,335 Total 14,760,877 14,705,879 Anti-dilutive loss per share 14,760,877 14,705,879 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, 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. Fair Value Measurements As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories. ● Level 1: Quoted market prices in active markets for identical assets or liabilities ● Level 2: Inputs to the valuation methodology include: ○ Quoted prices for similar assets or liabilities in active markets; ○ Quoted prices for identical assets or similar assets or liabilities in inactive markets; ○ Inputs other than quoted prices that are observable for the asset or liability; ○ Inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs that are not corroborated by market data A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The 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. The 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. Segments As of December 31, 2024, the Company has five operating business segments: (i) Range Reclaim; (ii) Range Minerals; (iii) Range Water; (iv) Range Security; and (v) Range Land. Previously, beginning in October 2021, the Company began operating under two segments: (A) the Drug 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. In 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 processes. F- 12 Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023 - 07, “Segment Reporting (Topic 280 ): Improvements to Reportable Segment 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. In December 2023, the FASB issued ASU 2023 - 09, “Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, 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 continues to evaluate the impact of adopting this ASU. 2. DISPOSALS AND DISCONTINUED OPERATIONS On 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. On 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. During 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. During 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. Assets and Liabilities of Discontinued Operations As 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. The 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: SCHEDULE OF DISCONTINUING OPERATIONS BALANCE SHEET AND INCOME STATEMENT December 31, 2024 December 31, 2023 Assets Current Assets Cash and cash equivalents $ - $ 219 Current assets of discontinued operations $ - $ 219 Long-term Assets Long term assets of discontinued operations $ - $ 8,534 F- 13 Loss from Discontinued Operations Discontinued operations for years ended December 31, 2024 and 2023 consists of results from Graphium Biosciences operations. The 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: December 31 2024 2023 Operating expenses: Research and development $ 465,936 $ 458,889 Total operating expenses 465,936 458,889 Loss from discontinued operations $ ( 465,936 ) $ ( 458,889 ) 3. ACQUISITION OF COLLINS BUILDING & CONTRACTING On August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration of $ 1,000,000 , (b) a five -year secured promissory note in the principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and (c) a two -year secured promissory note in the principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”). 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 . The Company accounted for the transaction 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 assumed. The fair values of the assets acquired are set forth below. Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 . The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment purchased. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Equipment $ 6,156,000 Land 554,900 Buildings 199,500 Total assets acquired 6,910,400 Less: Gain on bargain purchase price ( 1,875,150 ) Purchase price $ 5,035,250 Cash consideration 1,000,000 Long-term notes issued to the seller 4,035,250 Total purchase price $ 5,035,250 Acquisition transaction costs incurred $ 167,212 F- 14 As 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. For 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. 4. GOODWILL The 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, 2024 December 31, 2023 Range Reclaim Segment: Beginning Balance $ 751,421 $ 751,421 Impairment ( 751,421 ) - Ending Balance $ - $ 751,421 5. EQUITY Issuance of Common Stock and Warrants In 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”). 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 . In August 2023, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 6,666,667 shares of the Company’s common stock (the “August 2023 Shares”) at a price of $ 0.15 per share. After deducting for fees and expenses, the aggregate net proceeds from the sale of the August 2023 Shares were approximately $ 1,000,000 . In 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. The warrants that were exchanged were extinguished. F- 15 In December 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of 11,333,336 shares of the Company’s common stock (the “December 2023 Shares”) at a price of $ 0.15 per share. The aggregate proceeds from the sale of the December 2023 Shares were approximately $ 1,700,000 . In 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 . 6. STOCK OPTIONS Stock options issued during the year ended December 31, 2024 During 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 year . 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 %, (iii) zero 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 Ms. Missal at its grant date was approximately $ 95,000 , $ 47,500 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. Stock options issued during the year ended December 31, 2023 During the year ended December 31, 2023, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,050,000 shares of the Company’s common stock with exercise prices of between $ 0.1337 and $ 0.212 per share that expire ten years from the date of grant. One option granted for 300,000 shares vests over two years , the other 1,750,000 options 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 between 269.66 % and 277.5 %, (ii) a discount rate of between 1.40 % and 4.27 %, (iii) zero 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 $ 413,470 , $ 386,530 of which was allocated to general and administrative expenses during the year ended December 31, 2023, and $ 26,940 of which will be amortized over two years from the date of grant. At December 31, 2023, $ 22,450 of the cost of the outstanding stock-based awards remained outstanding and will be amortized over the next two years. A summary of the Company’s stock option activity during the years ended December 31, 2024 and 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Underlying Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted 2,050,000 0.20 Exercised - - Expired ( 50,000 ) 3.62 Forfeited - - Balance outstanding at December 31, 2023 11,392,544 $ 0.47 Granted 250,000 0.38 Exercised - - Expired ( 48,334 ) 3.63 Forfeited - - Balance outstanding at December 31, 2024 11,594,210 $ 0.45 Balance exercisable at December 31, 2024 11,369,210 $ 0.45 At December 31, 2024, the 11,594,210 outstanding stock options had aggregate intrinsic value of $ 99,130 . F- 16 A summary of the Company’s stock options outstanding as of December 31, 2024 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, December 31, 2024 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 250,000 $ 0.38 $ 0.38 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 3,334 $ 3.50 $ 3.50 11,594,210 A summary of the Company’s stock options outstanding and exercisable as of December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, December 31, 2023 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 33,334 $ 3.10 - 3.80 $ 3.10 - 3.80 18,334 $ 4.00 - 4.70 $ 4.00 - 4.70 11,392,544 7. WARRANTS A summary of warrants to purchase common stock issued during the years ended December 31, 2024 and 2023 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Underlying Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 22,313,335 $ 0.61 Granted 2,733,334 0.60 Exchanged for shares of common stock ( 21,733,334 ) 0.60 Exercised - - Expired - - Balance outstanding and exercisable at December 31, 2023 3,313,335 $ 0.66 Granted - - Exercised - - Expired ( 146,668 ) 3.00 Balance outstanding and exercisable at December 31, 2024 3,166,667 $ 0.56 F- 17 In 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. At December 31, 2024 and 2023, the outstanding stock warrants had no intrinsic value. 8. LINE OF CREDIT In November 2022, the Company secured a bank line of credit with a limit of $ 1,000,000 . In November 2023, the Company amended and restated this line of credit. The line of credit, as amended, 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 . In June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 . In November 2023, the loan amount was increased to $ 1,400,000 pursuant to which principal and accrued interest payments 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 . 9. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on vehicles and equipment, which serves as the collateral. Interest rates on the equipment financings range from 5.71 % to 7.2 % for 2024 and mature between 2025 through 2029 . As 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 . In 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. A summary of payments due under the long-term debt as of December 31, 2024 by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT Equipment Financing 2025 $ 789,719 2026 512,172 2027 503,314 2028 514,940 2029 284,275 Total long-term debt $ 2,604,420 F- 18 10. INCOME TAXES The Company had no federal income tax expense for the year ended December 31, 2024 and 2023 due to its history of operating losses. They 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, 2024 Year-Ended December 31, 2023 Federal statutory tax rate - 21 % - 21 % State tax rate, net of federal benefit - 7 % - 7 % Total federal and state tax rate - 28 % - 28 % Valuation allowance 28 % 28 % Effective tax rate - % - % Deferred tax assets and liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2024 December 31, 2023 Net deferred tax assets: Net operating loss carryforwards $ 5,358,900 $ 4,718,000 Stock-based compensation 3,525,900 3,506,000 Goodwill - 187,000 Research credits - 342,000 Other Capitalized Costs - 208,000 Operating lease liability - - Gross deferred tax assets 8,884,800 8,961,000 Less: valuation allowance ( 7,710,300 ) ( 6,944,000 ) Total deferred tax assets 1,174,500 2,017,000 Deferred tax liabilities: Derivative income 1,108,000 1,108,000 Fixed Assets 66,500 909,000 Operating lease right-of-use asset - - Total deferred tax liabilities 1,174,500 2,017,000 Net deferred income tax assets (liabilities) $ - $ - F- 19 The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the 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 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. 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. At 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. The Federal carryforwards generated prior to December 31, 2017 expire on various dates through 2037, and Federal carryforwards generated after December 31, 2017 do not expire but are limited to 80% utilization in a given period. 11. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales 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. Accounts 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. 12. COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations. 13. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting 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 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 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 (i) economic characteristics, (ii) nature of products and services, and (iii) procurement, manufacturing and distribution processes. F- 20 The five reportable segments that result from applying the aggregation criteria are as follows: ● Range Reclaim – land reclamation, water restoration, and land repurposing ● Range Minerals – subcontracted mining and reclamation activities ● Range Water – biochar product development and water solutions business ● Range Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses ● Range Land – mine land being acquired, reclaimed and repurposed for non-fossil fuel uses The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories For the year ended December 31, 2024 Range Reclaim Range Minerals Range Water Range Security Range Land Corporate Total Sales $ 4,676,643 $ 3,416,081 $ - $ 918,357 $ - $ - $ 9,011,081 Cost of services 6,832,406 2,665,974 - 396,829 - - 9,895,209 Gross profit (loss) ( 2,155,763 ) 750,107 - 521,528 - - ( 884,128 ) Operating income (loss) ( 3,228,747 ) 459,979 ( 38,357 ) 432,352 ( 28,341 ) ( 1,136,984 ) ( 3,540,098 ) Net income (loss) ( 7,970,303 ) 444,629 ( 36,651 ) 432,352 ( 28,341 ) ( 2,173,833 ) ( 9,332,147 ) Total assets 2,979,185 1,714,210 - 483,279 1,008,898 7,143 6,192,715 Depreciation 1,857,433 - - 11,564 - - 1,868,997 Interest expense 361,450 - - - - 255,972 617,422 Goodwill Impairment 751,421 - - - - - 751,421 Capital expenditures for long-lived assets $ - $ - $ - $ - $ - $ - $ - For the year ended December 31, 2023 Range Reclaim Range Water Range Security Range Land Corporate Total Sales $ 18,662,111 $ - $ 684,195 $ - $ - $ 19,346,306 Cost of services 12,808,990 - 302,507 - - 13,111,497 Gross profit 5,853,121 - 381,688 - - 6,234,809 Operating income (loss) 3,784,444 ( 69,840 ) 269,772 ( 13,134 ) ( 1,757,989 ) 2,213,253 Net income (loss) 3,407,546 ( 69,840 ) 269,548 ( 13,134 ) ( 4,176 ) 3,589,944 Total assets 21,079,343 13,859 155,783 1,009,794 1,520,612 23,799,391 Depreciation 1,769,766 1,706 10,101 - - 1,781,573 Interest expense 376,898 - 224 - 128,795 505,917 Capital expenditures for long-lived assets $ 1,050,640 $ 15,350 $ 52,674 $ 1,008,897 $ - $ 2,127,561 F- 21 14. QUARTERLY DATA (UNAUDITED) Quarterly results include all adjustments consisting of normal recurring adjustments that the Company considers necessary for the quarters presented and are not necessarily indicative of the operating results of any future period. Summarized financial information for each quarter during the years ended December 31, 2024 and 2023 is below: SCHEDULE OF FINANCIAL INFORMATION QUARTERLY DATA Quarter ended March 31, 2024 Quarter ended June 30, 2024 Quarter ended September 30, 2024 Quarter ended December 31, 2024 Revenues $ 3,909,893 $ 2,349,738 $ 2,171,655 $ 579,795 Gross profit (loss) 18,854 ( 148,929 ) ( 392,928 ) ( 361,125 ) Income (loss) from continuing operations ( 925,047 ) ( 846,628 ) ( 866,867 ) ( 901,556 ) Loss from discontinued operations ( 131,640 ) ( 157,278 ) ( 177,018 ) - Net income (loss) ( 1,213,840 ) ( 1,225,681 ) ( 4,920,338 ) ( 2,438,224 ) Net (loss) per share – basic and diluted ( 0.01 ) ( 0.01 ) ( 0.05 ) ( 0.02 ) Quarter ended March 31, 2023 Quarter ended June 30, 2023 Quarter ended September 30, 2023 Quarter ended December 31, 2023 Revenues $ 3,014,887 $ 3,998,267 $ 5,455,633 $ 6,877,519 Gross profit 649,002 845,101 2,857,766 1,882,940 Income (loss) from operations ( 183,223 ) 153,693 1,659,871 124,023 Net income (loss) ( 226,860 ) 36,762 3,404,175 ( 83,022 ) Net income per share – basic and diluted - - 0.04 - 15. PRO FORMA DATA (UNAUDITED) The 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. SCHEDULE OF PRO FORMA DATA INFORMATION For the year ended December 31, 2023 Sales Net income Acquired companies - - Collins Building $ 4,005,645 $ 324,882 All other companies 16,561,233 2,812,244 Total $ 20,566,878 $ 3,137,126 F- 22