Financial Statements (Unaudited)
+Added: RANGE IMPACT, INC.
+Added: CONSOLIDATED FINANCIAL STATEMENTS
+Added: CONSOLIDATED BALANCE SHEETS
+Added: AS OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024
+Added: CONSOLIDATED UNAUDITED STATEMENTS OF
+Added: OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024
+Added: CONSOLIDATED UNAUDITED STATEMENTS OF
+Added: CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024
+Added: CONSOLIDATED UNAUDITED STATEMENTS OF
+Added: CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024
+Added: NOTES TO THE CONSOLIDATED UNAUDITED
FINANCIAL STATEMENTS
−Removed: UNAUDITED BALANCE SHEETS AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023
−Removed: UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023
−Removed: UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND
−Removed: SEPTEMBER 30, 2023
−Removed: UNAUDITED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023
−Removed: TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
−Removed: BALANCE SHEETS
−Removed: and cash equivalents
−Removed: assets of discontinued operations
+Added: RANGE IMPACT, INC.
+Added: CONSOLIDATED BALANCE SHEETS
+Added: March 31, 2025
+Added: December 31, 2024
Current Assets
−Removed: and equipment, net of accumulated depreciation
−Removed: term assets of discontinued operations
+Added: Cash and cash equivalents
+Added: Accounts receivable
+Added: Contract assets
+Added: Prepaid expenses
+Added: Equipment held for sale
+Added: Total current assets
Long-term Assets
−Removed: and Stockholders’ Equity
−Removed: portion of long-term debt
+Added: Property and equipment, net of accumulated depreciation
+Added: Total long-term assets
+Added: Liabilities and Stockholders’ Equity
Current Liabilities
−Removed: debt, net of current portion
−Removed: long-term debt
−Removed: Stockholders’
−Removed: stock, par value $ 0.001 per share;
+Added: Line of credit
+Added: Current portion of long-term debt
+Added: Accounts payable
+Added: Accrued expenses
+Added: Total current liabilities
+Added: Long-term Liabilities
+Added: Long-term debt, net of current portion
+Added: Asset retirement obligation
+Added: Total long-term debt
+Added: Total liabilities
+Added: Stockholders’ Equity
+Added: Common stock, par value $ 0.001 per share;
1,000,000,000 shares authorized;
−Removed: 104,727,189 and 101,023,485 shares issued and outstanding, respectively
−Removed: paid-in-capital
+Added: 108,616,078 and 104,727,189
+Added: shares issued and outstanding, respectively
+Added: Additional paid-in-capital
+Added: Accumulated deficit
( 51,780,255 )
( 56,879,882 )
−Removed: stockholders’ equity
−Removed: Liabilities and Stockholders’ Equity
−Removed: accompanying notes to the consolidated financial statements.
−Removed: STATEMENTS OF OPERATIONS
−Removed: profit (loss)
−Removed: and administrative
+Added: Total stockholders’ equity
+Added: Total Liabilities and Stockholders’ Equity
+Added: See accompanying notes to the consolidated financial
+Added: RANGE IMPACT, INC.
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: Three Months Ended March 31,
+Added: Cost of services
Operating expenses:
+Added: General and administrative
+Added: Total operating expenses
Loss from operations
−Removed: ( 2,638,545 )
−Removed: income (expense):
−Removed: on bargain purchase
−Removed: on sale of fixed assets
−Removed: ( 3,751,680 )
−Removed: ( 3,751,680 )
Other income (expense):
−Removed: ( 3,873,498 )
−Removed: ( 4,195,826 )
−Removed: (loss) from continuing operations before income taxes
−Removed: ( 4,740,368 )
−Removed: ( 6,834,371 )
−Removed: tax expense attributable to continuing operations
−Removed: (loss) from continuing operations
−Removed: ( 4,743,323 )
−Removed: ( 6,893,926 )
−Removed: from discontinued operations
−Removed: income (loss)
+Added: Gain on bargain purchase
+Added: Gain on sale of fixed assets
+Added: Interest expense
+Added: Total other income (expense)
+Added: Income (loss) from continuing operations
( 1,082,200 )
+Added: Loss from discontinued operations
+Added: Net income (loss)
$ ( 1,213,840 )
−Removed: income (loss) per share – basic and diluted from continuing operations
−Removed: average number of common shares outstanding – basic and diluted
−Removed: Net income (loss) per share – basic and diluted from discontinued operations
+Added: Net income (loss) per share – basic and diluted
Weighted average number of common shares outstanding – basic and diluted
−Removed: accompanying notes to the consolidated financial statements.
−Removed: STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
−Removed: Months Ended September 30, 2024
−Removed: as of June 30, 2024
−Removed: $ ( 49,521,320 )
−Removed: issued for cash
−Removed: based compensation
−Removed: ( 4,920,338 )
−Removed: ( 4,920,338 )
−Removed: as of September 30, 2024
−Removed: $ ( 54,441,658 )
−Removed: Months Ended September 30, 2023
−Removed: as of June 30, 2023
−Removed: $ ( 50,402,952 )
−Removed: issued for cash
−Removed: value of vested stock options
−Removed: as of September 30, 2023
−Removed: $ ( 46,998,777 )
−Removed: Months Ended September 30, 2024
−Removed: as of December 31, 2023
−Removed: $ ( 47,081,799 )
−Removed: issued for cash
−Removed: based compensation
−Removed: ( 7,359,859 )
−Removed: ( 7,359,859 )
−Removed: as of September 30, 2024
−Removed: $ ( 54,441,658 )
−Removed: Months Ended September 30, 2023
−Removed: as of December 31, 2022
−Removed: $ ( 50,212,854 )
+Added: See accompanying notes to the consolidated financial
+Added: RANGE IMPACT, INC.
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
+Added: Three Months Ended March 31, 2025
+Added: Accumulated Deficit
+Added: Balance as of December 31, 2024
$ ( 56,879,882 )
−Removed: issued for cash
−Removed: value of vested stock options
−Removed: income (loss)
−Removed: as of September 30, 2023
+Added: Shares issued
+Added: Stock based compensation
+Added: Balance as of March 31, 2025 (Unaudited)
$ ( 51,780,255 )
+Added: Three Months Ended March 31, 2024
+Added: Accumulated Deficit
+Added: Balance as of December 31, 2023
$ ( 47,081,799 )
−Removed: accompanying notes to the consolidated financial statements.
−Removed: STATEMENTS OF CASH FLOWS
−Removed: Months Ended September 30,
−Removed: flows from operating activities:
−Removed: income (loss)
$ ( 47,081,799 )
−Removed: to reconcile net loss to net cash (used in) operating activities:
−Removed: on bargain purchase
+Added: Stock based compensation
( 1,213,840 )
−Removed: loss on Collins Building asset disposal
−Removed: Net loss on sale of assets
−Removed: on disposition of business
−Removed: value of vested stock options
−Removed: in operating assets and liabilities:
( 1,213,840 )
−Removed: expenses and other current assets
+Added: Net income (loss)
( 1,213,840 )
−Removed: from discontinued operations
−Removed: cash (used in) operating activities
( 1,213,840 )
−Removed: flows from investing activities:
+Added: Balance as of March 31, 2024 (Unaudited)
$ ( 48,295,639 )
−Removed: paid in consideration for Collins Building acquisition
$ ( 48,295,639 )
−Removed: debt issued for Collins Building acquisition
+Added: See accompanying notes to the consolidated financial
+Added: RANGE IMPACT, INC.
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: Three Months Ended March 31,
+Added: Cash flows from operating activities:
+Added: Net income (loss)
$ ( 1,213,840 )
−Removed: proceeds from sale of assets
−Removed: insurance proceeds from casualty loss
−Removed: proceeds from disposition of Graphium Biosciences
−Removed: paid for acquisition of land
−Removed: cash provided by (used in) investing activities
+Added: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
+Added: Gain on bargain purchase
( 5,602,484 )
−Removed: flows from financing activities:
−Removed: of shares for cash
−Removed: from notes issued in acquisition of Collins Building
−Removed: from long-term debt
−Removed: of long-term debt
+Added: Net gain on asset disposals
+Added: Fair value of vested stock options
+Added: Changes in operating assets and liabilities:
+Added: Accounts receivable
+Added: Contract assets
+Added: Prepaid expenses and other current assets
+Added: Accounts payable
( 2,007,621 )
+Added: Contract liabilities
+Added: Accrued expenses
+Added: Net cash (used in) operating activities
( 1,113,045 )
−Removed: from (repayment of) line of credit
−Removed: cash provided by (used in) financing activities
−Removed: increase (decrease) in cash and cash equivalents
+Added: Cash flows from investing activities:
+Added: Equipment purchases
+Added: Proceeds from asset sales
+Added: Net cash provided by investing activities
+Added: Cash flows from financing activities:
+Added: Proceeds from stock issuance
+Added: Repayment of long-term debt
+Added: Net cash provided by (used in) financing activities
+Added: Net increase (decrease) in cash and cash equivalents
( 1,509,102 )
−Removed: and cash equivalents - beginning of period
−Removed: and cash equivalents - end of period
−Removed: disclosure of cash flow information:
−Removed: paid during the period for:
−Removed: Supplemental schedule of Non-Cash Investing and Financing Activities:
−Removed: Debt forgiveness related to Collins Building asset disposal
−Removed: accompanying notes to the consolidated financial statements.
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
+Added: Cash and cash equivalents - beginning of period
+Added: Cash and cash equivalents - end of period
+Added: Supplemental disclosure of cash flow information:
+Added: Cash paid during the period for:
+Added: See accompanying notes to the consolidated financial
+Added: RANGE IMPACT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: THREE MONTHS ENDED MARCH 31, 2025 AND 2024
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: (the “Company”, “we”, “us”, or “our”), was incorporated in the State of
−Removed: Nevada on June 29, 2007.
−Removed: founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business.
−Removed: In 2011, the Company
−Removed: changed its name to Stevia First Corp and pursued a new strategy focused on developing stevia-based additives for the food and beverage
−Removed: In 2015, the Company changed its name to Vitality Biopharma, Inc.
−Removed: and pursued a new strategy focused on developing cannabinoid-based
−Removed: prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract.
−Removed: October 2021, the Company changed its name to Malachite Innovations, Inc.
−Removed: and formed two wholly-owned operating subsidiaries:
−Removed: Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets;
−Removed: and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”), which was formed to serve as a holding company for
−Removed: the Company’s future impact investing businesses.
−Removed: May 2022, the Company acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”)
−Removed: and Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental,
−Removed: the “Range Reclamation Entities”).
−Removed: The Range Reclamation Entities provide land reclamation and water restoration
−Removed: services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining
−Removed: conditions or repurposing the land for natural, commercial, agricultural or recreational use.
−Removed: The Range Reclamation Entities’
−Removed: water restoration services seek to improve the water quality in rivers, streams and discharges through novel and innovative
−Removed: treatment applications to help customers meet their various regulatory standards and requirements.
−Removed: From May 2022 to June 2024, Range
−Removed: Natural engaged subcontractors who controlled and were responsible for mining and selling coal to third-party customers
−Removed: incidental to the reclamation and repurposing of mine sites.
−Removed: August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”),
−Removed: an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia, as described
−Removed: in more detail in Note 3.
−Removed: December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments:
−Removed: (i) Range Reclaim;
−Removed: (ii) Range Water;
−Removed: (iii) Range Security;
−Removed: (iv) Range Land;
−Removed: and (v) Drug Development.
−Removed: January 2024, the Company added Range Minerals as its sixth operating business segment.
−Removed: Range Minerals was previously reported within
−Removed: the Range Reclaim operating business segment.
−Removed: The Drug Development segment was also renamed Graphium Biosciences.
−Removed: August 2024, the Company sold substantially all of the assets of Collins Building to the previous shareholder of Collins Building in
−Removed: exchange for the cancellation of all remaining debt owed to the previous shareholder, as described in more detail in Note 2.
−Removed: September 2024, the Company sold Graphium and all of its drug development assets.
−Removed: The Company is no longer in the cannabinoid drug development
−Removed: business, as described in more detail in Note 2.
−Removed: accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
−Removed: of liabilities and commitments in the normal course of business.
−Removed: As reflected in the accompanying financial statements, during the nine
−Removed: months ended September 30, 2024, the Company incurred a net loss of $ 7,359,859 and $ 1,859,370 of cash was used by the Company’s
−Removed: operating activities.
−Removed: These factors raise substantial doubt about the Company’s ability to continue as a going concern within one
−Removed: year of the date that the financial statements are issued.
−Removed: The financial statements do not include any adjustments that might be necessary
−Removed: should the Company be unable to continue as a going concern.
−Removed: ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future,
−Removed: collecting outstanding accounts receivable, and/or raising additional capital to meet its obligations and repay its liabilities
−Removed: arising from normal business operations when they come due.
−Removed: The Company estimates, as of September 30, 2024, that it may not have
−Removed: sufficient funds to operate the business for 12 months given its cash balance of $ 244,568
−Removed: and expected revenues to be generated by the Range Reclamation Entities.
−Removed: The Company is actively seeking additional financing
−Removed: and other sources of capital to fund its currently estimated level of operations.
−Removed: However, these estimates could differ if the
−Removed: Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to
−Removed: be wrong, and the Company uses its available financial resources faster than it currently expects.
−Removed: No assurance can be given that
−Removed: any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to
−Removed: of Presentation
−Removed: consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:
−Removed: CLV Azurite Land LLC, Collins
−Removed: Building & Contracting, Inc., Graphium Biosciences, Inc.
−Removed: (sold in September 2024), Range Environmental Resources, Inc., Range
−Removed: Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Security, LLC, Range Security Resources, LLC,
−Removed: Range Water, LLC, Terra Preta, LLC, Aether Credit Ventures, Inc.
−Removed: (dissolved in November 2023), Pristine Stream Ventures, Inc.
−Removed: in November 2023), NextGen AgriTech, Inc.
−Removed: (dissolved in November 2023), and Daedalus Ecosciences, Inc.
−Removed: (merged into Range Impact, Inc.
−Removed: in December 2022), and have been prepared in accordance with accounting principles generally accepted in the United States of America.
−Removed: Intercompany balances and transactions have been eliminated in consolidation.
+Added: Range Impact, Inc.
+Added: (the “Company”,
+Added: “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.
+Added: Originally founded in 2007 as Legend Mining
+Added: Inc., the Company began operations as a mineral extraction exploration business.
+Added: In 2011, the Company changed its name to Stevia
+Added: and pursued a new strategy focused on developing stevia-based additives for the food and beverage industry.
+Added: Company changed its name to Vitality Biopharma, Inc.
+Added: and pursued a new strategy focused on developing cannabinoid-based prodrugs
+Added: anticipated to treat inflammatory conditions of the gastrointestinal tract.
+Added: In October 2021, the Company changed its name to
+Added: Malachite Innovations, Inc.
+Added: and expanded its corporate strategy to include impact investing.
+Added: In May 2022, the Company acquired Range Environmental Resources, Inc.,
+Added: a West Virginia corporation (“Range Environmental”) and Range Natural Resources, Inc., a West Virginia corporation (“Range
+Added: Natural”) to provide land reclamation and water restoration services to mining and non-mining customers throughout the Appalachian
+Added: In August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”),
+Added: an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia, as described in
+Added: more detail in Note 2.
+Added: In September 2023, the Company, through its wholly-owned subsidiary CLV
+Added: Azurite Land, LLC, acquired 1,745 acres of surface land and mineral interests at the Hobet mine complex (“Hobet Mine”) located
+Added: in Lincoln and Boone Counties, West Virginia, from three private landowners in three separate transactions for a total cash purchase price
+Added: of $ 948,376 (“Hobet Acquisition”).
+Added: In December 2023, the Company changed its
+Added: name to Range Impact, Inc., and reorganized into five operating business segments:
+Added: (i) Range Reclaim, (ii) Range Water, (iii) Range
+Added: Security, (iv) Range Land, and (v) Drug Development.
+Added: In January 2024, the Company added Range Minerals as a sixth operating business
+Added: Range Minerals was previously reported within the Range Reclaim operating business segment.
+Added: The Drug Development segment
+Added: was also renamed Graphium Biosciences.
+Added: In August 2024, the Company sold
+Added: substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt
+Added: owed to him (“Collins Sale”).
+Added: In September 2024, the Company sold Graphium Biosciences, Inc.
+Added: and all of its drug
+Added: development assets (“Graphium Sale”).
+Added: The Collins Sale and Graphium Sale are described in more detail in Note 4.
+Added: In March 2025, the Company, through its wholly-owned
+Added: subsidiary Range Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola
+Added: Mine”) located in Clay and Nicholas Counties, West Virginia (“Fola Acquisition”).
+Added: As part of the Fola Acquisition, the
+Added: Company acquired 15 mining permits at the Fola Mine with an estimated reclamation obligation of $ 29.3 million and assumed an obligation
+Added: to manage an additional 16 mining permits at the Fola Mine with an estimated reclamation obligation of $ 13.8 million.
+Added: The Company also
+Added: assumed two coal royalty contracts and one 25-year solar lease with a multi-national corporation for the development of a large-scale
+Added: solar project located on more than 1,000 acres at the Fola Mine.
+Added: The Fola Acquisition is described in more detail in Note 3.
+Added: As a result of the various transactions
+Added: referenced in this Note 1, the Company has reorganized its operations into two operating business segments:
+Added: (i) Range Land and (ii)
+Added: Range Services.
+Added: Going Concern
+Added: The accompanying
+Added: financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of
+Added: liabilities and commitments in the normal course of business.
+Added: As reflected in the accompanying financial statements, during the
+Added: three months ended March 31, 2025, the Company incurred a net loss of $ 502,857
+Added: (net of the gain on bargain purchase of $ 5,602,484 related to the Fola Acquisition) and used $ 428,101
+Added: of cash in the Company’s operating activities.
+Added: These factors raise substantial doubt about the Company’s ability to
+Added: continue as a going concern within one year of the date that the financial statements are issued.
+Added: The financial statements do not
+Added: include any adjustments that might be necessary should the Company be unable to continue as a going concern.
+Added: The ability to
+Added: continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising
+Added: additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due.
+Added: Company estimates, as of March 31, 2025, that it may not have sufficient funds to operate the business for 12 months given its cash
+Added: balance of $ 252,695 and expected revenues to be generated by the Company’s operating business segments.
+Added: The Company is
+Added: actively seeking additional financing and other sources of capital to fund its currently estimated level of operations.
+Added: these estimates could differ from actual capital needs if the Company’s business encounters unanticipated difficulties, or if its estimates of
+Added: the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources
+Added: faster than it currently expects.
+Added: No assurance can be given that any future financing or capital, if needed, will be available or,
+Added: if available, that it will be on terms that are satisfactory to the Company.
+Added: Basis of Presentation
+Added: The accompanying consolidated financial
+Added: statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form
+Added: 10-K and Article 8 of Regulation S-X.
+Added: The consolidated financial statements include the accounts of the Company and its wholly-owned
+Added: subsidiaries:
+Added: CLV Azurite Land LLC, Collins Building & Contracting, Inc., Graphium Biosciences, Inc.
+Added: (sold in September
+Added: 2024 and included in discontinued operations in 2024), Range Environmental Resources, Inc., Range Land, LLC, Range Minerals,
+Added: LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Rock Creek Land, LLC, Range Security, LLC, Range Security Resources,
+Added: LLC, Range Sky View Land, LLC, Range Water, LLC, and Terra Preta, LLC, and have been prepared in accordance with accounting
+Added: principles generally accepted in the United States of America.
+Added: Intercompany balances and transactions have been eliminated in
+Added: consolidation.
Reclassifications
−Removed: prior period amounts have been reclassified to conform with the current period’s presentation.
−Removed: preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
−Removed: management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
−Removed: assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.
−Removed: results could differ from those estimates.
−Removed: the third quarter of 2024, the Company sold its wholly-owned subsidiary Graphium Biosciences, Inc.
−Removed: In accordance with GAAP, assets and
−Removed: liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations
−Removed: are reported as a separate component of consolidated net loss in the Consolidated Statements of Operations, for all periods presented,
−Removed: resulting in changes to the presentation of certain prior period amounts.
−Removed: to Note 2 for additional discussion of discontinued operations and disposition of assets.
−Removed: All other notes to these consolidated financial
−Removed: statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.
−Removed: combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method
−Removed: requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition
−Removed: Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill.
−Removed: Any excess of
−Removed: the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain.
−Removed: Determining the
−Removed: fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales
−Removed: growth rates.
−Removed: Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”.
−Removed: The core principle
−Removed: of the ASC 606 revenue standard is that a company should recognize revenue by analyzing the following five steps:
−Removed: (1) identify the
−Removed: contract with the customer;
−Removed: (2) identify the performance obligations in the contract;
+Added: Certain prior period amounts have been reclassified
+Added: to conform with the current period’s presentation.
+Added: Use of Estimates
+Added: The preparation of financial statements in conformity
+Added: with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
+Added: affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
+Added: statements and the reported amounts of revenues and expenses during the period.
+Added: Actual results could differ from those estimates.
+Added: Discontinued Operations
+Added: During the third quarter of 2024, the Company
+Added: sold its wholly-owned subsidiary Graphium Biosciences, Inc.
+Added: In accordance with GAAP, assets and liabilities of discontinued operations
+Added: are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component
+Added: of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes
+Added: to the presentation of certain prior period amounts.
+Added: Refer to Note 4 for additional discussion of
+Added: discontinued operations and disposition of assets.
+Added: All other notes to these consolidated financial statements present the results of
+Added: continuing operations and exclude amounts related to discontinued operations for all periods presented.
+Added: Business Combinations
+Added: Business combinations are accounted for using
+Added: the purchase method of accounting under ASC 805, “Business Combinations”.
+Added: This method requires the Company to record assets
+Added: and liabilities of the businesses acquired at their estimated fair values as of the acquisition date.
+Added: Any excess of the cost of the acquisition
+Added: over the fair value of the net assets acquired is recorded as goodwill.
+Added: Any excess of the fair value of the net assets acquired over
+Added: the cost of the acquisition is accounted for as a bargain purchase gain.
+Added: Determining the fair value requires management to make estimates
+Added: and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
+Added: Revenue Recognition
+Added: The Company recognizes revenue under ASC 606,
+Added: “Revenue from Contracts with Customers”.
+Added: The core principle of the ASC 606 revenue standard is that a company should recognize
+Added: revenue by analyzing the following five steps:
+Added: (1) identify the contract with the customer;
+Added: (2) identify the performance obligations
+Added: in the contract;
(3) determine the transaction price;
(4) allocate the transaction price to the performance obligations in the contract;
−Removed: and (5) recognize revenue when (or as) each
−Removed: performance obligation is satisfied.
−Removed: Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer
−Removed: on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project.
−Removed: The Company also invoices customers and
−Removed: recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project.
−Removed: The Company invoices for
−Removed: the sales of chemicals, stone and other products and recognizes revenue when the products are delivered to the customer’s designated
−Removed: site or when control of these products is transferred to its customers, in an amount that reflects the consideration the Company expects
−Removed: to be entitled to in exchange for those products.
−Removed: Sales taxes and other taxes that the Company collects concurrent with revenue producing
−Removed: activities are excluded from revenue.
−Removed: Costs for equipment, labor and chemicals are generally expensed as incurred since the projects
−Removed: are generally short-term and not subject to a contract.
−Removed: The Company also invoices customers for the provision of environmental security
−Removed: services at an agreed-upon hourly rate for each project.
+Added: and (5) recognize revenue when (or as) each performance obligation is satisfied.
+Added: The Company primarily invoices customers and
+Added: recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon
+Added: hourly rate sheet or a fixed amount for a project.
+Added: The Company also invoices customers and recognizes revenue for equipment mobilization
+Added: fees and materials and supplies required to complete a project.
+Added: The Company invoices for the sales of chemicals, stone and other products
+Added: and recognizes revenue when the products are delivered to the customer’s designated site or when control of these products is transferred
+Added: to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products.
+Added: Sales taxes and other taxes that the Company collects concurrent with revenue producing activities are excluded from revenue.
+Added: equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract.
+Added: 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.
−Removed: Company recognizes revenue on reclamation contracts over time as performance obligations are satisfied due to the
−Removed: continuous transfer of control to the customer.
−Removed: The Company’s contracts are generally accounted for as a single performance
−Removed: obligation since the Company is providing a significant service of integrating components into a single project.
−Removed: recognizes revenue using a cost-based input method by which actual costs incurred relative to total estimated contract costs
−Removed: determine, as a percentage, progress toward contract completion.
−Removed: This percentage is applied to the contract price to determine the
−Removed: amount of revenue to recognize.
−Removed: The Company believes the cost-based input method is the most faithful depiction of performance
−Removed: because it directly measures the value of the services transferred to the customer.
−Removed: to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is subject to many
−Removed: variables and requires significant judgment.
−Removed: Since a significant change in one or more of these variables could affect the profitability
−Removed: of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews
−Removed: the progress and execution of performance obligations and the estimated cost at completion.
−Removed: Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method.
−Removed: Under this method, the impact of
−Removed: the adjustment on profit recorded to date is recognized in the period the adjustment is identified.
−Removed: Revenue and profit in future periods
−Removed: of contract performance is recognized using the adjusted estimate.
−Removed: If at any time the estimate of contract profitability indicates an
−Removed: anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified.
−Removed: Modifications
−Removed: modifications can occur during the performance of the Company’s contracts.
−Removed: Contracts may be modified to account for changes in
−Removed: contract specifications or requirements.
−Removed: In most instances, contract modifications are for goods or services that are not distinct, and,
−Removed: therefore, are accounted for as part of the existing contract.
−Removed: and Expense Recognition
−Removed: costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related
−Removed: to contract performance, such as indirect labor, tools and supplies.
+Added: The Company recognizes revenue on reclamation
+Added: contracts over time as performance obligations are satisfied due to the continuous transfer of control to the customer.
+Added: The Company’s
+Added: contracts are generally accounted for as a single performance obligation since the Company is providing a significant service of integrating
+Added: components into a single project.
+Added: The Company recognizes revenue using a cost-based input method by which actual costs incurred relative
+Added: to total estimated contract costs determine, as a percentage, progress toward contract completion.
+Added: This percentage is applied to the
+Added: contract price to determine the amount of revenue to recognize.
+Added: The Company believes the cost-based input method is the most faithful
+Added: depiction of performance because it directly measures the value of the services transferred to the customer.
+Added: Contract Estimates
+Added: Due to the nature of the Company’s performance
+Added: obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment.
+Added: a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related
+Added: estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the
+Added: estimated cost at completion.
+Added: The Company recognizes adjustments in estimated
+Added: profit on contracts under the cumulative catch-up method.
+Added: Under this method, the impact of the adjustment on profit recorded to date
+Added: is recognized in the period the adjustment is identified.
+Added: Revenue and profit in future periods of contract performance is recognized
+Added: using the adjusted estimate.
+Added: If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision
+Added: for the entire loss is recognized in the period it is identified.
+Added: Contract Modifications
+Added: Contract modifications can occur during the performance
+Added: of the Company’s contracts.
+Added: Contracts may be modified to account for changes in contract specifications or requirements.
+Added: instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing
+Added: Cost and Expense Recognition
+Added: Contract costs include all direct labor, materials,
+Added: equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect
+Added: labor, tools and supplies.
Costs are recognized as incurred.
−Removed: Company recognizes a portion of its revenue from contracts for financial reporting purposes over time.
−Removed: Progress toward completion of
−Removed: the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each
−Removed: This method is used because management considers total cost to be the best available measure of progress on contracts.
−Removed: Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change
−Removed: significantly over the course of the contract’s performance.
−Removed: earned over time compared to a point in time is as follows for the three and nine months ended September 30, 2024 and 2023.
+Added: The Company recognizes revenue from contracts
+Added: for financial reporting purposes over time.
+Added: Progress toward completion of the Company’s contracts is measured by the percentage
+Added: of cost incurred to date compared to estimated total costs for each contract.
+Added: This method is used because management considers total
+Added: cost to be the best available measure of progress on contracts.
+Added: Because of inherent uncertainties in estimating costs, it is at least
+Added: reasonably possible that the estimates used will change significantly over the course of the contract’s performance.
+Added: Revenue earned over time compared to a point
+Added: in time is as follows for the quarters ended March 31, 2025 and 2024.
OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME
−Removed: September 30, 2024
−Removed: September 30, 2023
−Removed: September 30, 2024
−Removed: September 30, 2023
−Removed: costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance,
−Removed: such as indirect labor, tools and supplies.
+Added: Quarter Ended
+Added: March 31, 2025
+Added: Quarter Ended
+Added: March 31, 2024
+Added: Earned over time
+Added: Point in time
+Added: Total revenue
+Added: Cost of Services
+Added: Contract costs include all direct labor, materials,
+Added: 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.
−Removed: Under certain circumstances,
−Removed: costs incurred in the period related to future activity on contracts may be capitalized.
−Removed: incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition.
−Removed: Excluded costs include both uninstalled materials and abnormal costs.
−Removed: Abnormal costs comprise wasted materials, wasted or rework labor
−Removed: and other resources to fulfill a contract that were not reflected in the price of the contract.
−Removed: A limited allowance for material overages
−Removed: and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price).
−Removed: and Cash Equivalents
−Removed: Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash
−Removed: From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance
−Removed: The Company has never suffered a loss due to such excess balances.
−Removed: as a component of accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to
−Removed: the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers.
−Removed: contract receivables have been invoiced to customers based on contracted amounts.
−Removed: Contract receivables were $ 209,656 at September 30,
−Removed: 2024 and $ 2,100,255 as of December 31, 2023.
−Removed: Trade accounts receivable are stated at the amount management expects to collect from the
−Removed: balances outstanding as of September 30, 2024 or December 31, 2023 in the consolidated balance sheets.
−Removed: Based on management’s assessment,
−Removed: it has concluded that losses on balances outstanding as of those dates will be immaterial and therefore, no allowances were recorded
−Removed: for the nine months ended September 30, 2024 or the nine months ended September 30, 2023.
−Removed: Accounts receivable, including contract receivables,
−Removed: were $ 4,133,776 and $ 7,185,411 at September 30, 2024 and December 31, 2023, respectively.
−Removed: No credit loss expense was accrued in either
−Removed: the nine months ended September 30, 2024 or the nine months ended September 30, 2023 and there is no allowance for doubtful accounts
−Removed: as of September 30, 2024 or December 31, 2023.
−Removed: practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules.
−Removed: Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method.
−Removed: Contract assets include
−Removed: unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition
−Removed: is utilized, and revenue recognition exceeds the amount billed to the customer.
−Removed: The Company’s contract assets are reported on a
−Removed: contract-by-contract basis at the end of each reporting period.
−Removed: The Company classifies contract assets as current or noncurrent based
−Removed: on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date.
−Removed: of contract assets arising from reclamation contracts in process as of September 30, 2024 and December 31, 2023 are as follows:
+Added: Under certain circumstances, costs incurred in the period related
+Added: to future activity on contracts may be capitalized.
+Added: Costs incurred that do not contribute to satisfying
+Added: performance obligations are excluded from the cost input calculation for revenue recognition.
+Added: Excluded costs include both uninstalled
+Added: materials and abnormal costs.
+Added: Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract
+Added: that were not reflected in the price of the contract.
+Added: A limited allowance for material overages and labor inefficiencies is typically
+Added: included in our contract costs estimates (and by extension, in the contract price).
+Added: Cash and Cash Equivalents
+Added: The Company considers all highly liquid investments
+Added: with an original maturity of three months or less at the date of acquisition to be cash equivalents.
+Added: From time to time, the Company’s
+Added: cash account balances exceed the balances covered by the Federal Deposit Insurance Corporation.
+Added: The Company has never suffered a loss
+Added: due to such excess balances.
+Added: Accounts Receivable
+Added: Included as a component of accounts
+Added: receivable are contract receivables that represent the Company’s unconditional right, subject only to the passage of time, to
+Added: receive consideration arising from performance obligations under reclamation contracts with customers.
+Added: Billed contract receivables
+Added: have been invoiced to customers based on contracted amounts.
+Added: There were no
+Added: contract receivables at March 31, 2025 or at December 31, 2024.
+Added: Trade accounts receivable are stated at the amount management
+Added: expects to collect from the balances outstanding as of March 31, 2025 or December 31, 2024 in the consolidated balance sheets.
+Added: on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and
+Added: therefore, no
+Added: allowances were recorded for the three months ended March 31, 2025 or the three months ended March 31, 2024.
+Added: Accounts receivable were $ 153,938
+Added: and $ 3,209,070 at March 31, 2025 and
+Added: December 31, 2024, respectively.
+Added: credit loss expense was accrued in either the three months ended March 31, 2025 or the three months ended March 31, 2024 and there
+Added: is no allowance for expected
+Added: credit losses as of March 31, 2025 or December 31, 2024.
+Added: Contract Assets
+Added: Billing practices are governed by the contract
+Added: terms of each project based upon costs incurred, achievement of milestones or predetermined schedules.
+Added: Billings do not necessarily correlate
+Added: with revenue recognized over time using the percentage-of-completion method.
+Added: Contract assets include unbilled amounts typically resulting
+Added: from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized, and revenue recognition
+Added: exceeds the amount billed to the customer.
+Added: The Company’s contract assets are reported on a contract-by-contract basis at the end
+Added: of each reporting period.
+Added: The Company classifies contract assets as current or noncurrent based on whether the revenue is expected to
+Added: be recognized sooner or later than one year from the balance sheet date.
+Added: Details of contract assets arising from reclamation
+Added: contracts in process as of March 31, 2025 and December 31, 2024 are as follows.
+Added: The Company did not have any active abandoned mine land projects as of
+Added: March 31, 2025 therefore no contract assets were recognized on that date.
OF CONTRACT ASSETS
−Removed: incurred on contracts in progress
−Removed: earned on contracts in progress
+Added: December 31, 2024
+Added: Costs incurred on contracts in progress
+Added: Estimated earnings
+Added: Revenue earned on contracts in progress
Billings to date
( 1,360,120 )
−Removed: contract assets
−Removed: May 1, 2024, Range Natural Resources, Inc.
−Removed: (“Range Natural”) contracted with a mining contractor (the
−Removed: “Contractor”) at the Fola mining site in West Virginia.
−Removed: Contractor subcontracted the mining work to a subcontractor
−Removed: (“Subcontractor”).
−Removed: As of June 30, 2024, Contractor failed to perform.
−Removed: On June 30, 2024, Range Natural agreed to assume
−Removed: the liability of $ 725,429
−Removed: due from the Contractor to the Subcontractor in exchange for the ownership of the coal that had been mined by the Subcontractor.
−Removed: inventory value of $ 725,429 at
−Removed: June 30, 2024 was the cost of the inventory to the Contractor.
−Removed: During the quarter ended September 30, 2024, that inventory was sold
−Removed: in the normal course and no inventory remains as of September 30, 2024.
−Removed: and equipment is carried at cost.
−Removed: Expenditures for maintenance and repairs are charged to cost of services.
−Removed: Additions and betterments
−Removed: are capitalized.
−Removed: The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts
−Removed: and any gain or loss is reflected in the current year’s earnings.
+Added: Total contract assets
+Added: December 31, 2024
+Added: Costs and estimated earnings in excess of billings on contracts in progress
+Added: Billings in excess of costs and estimated earnings on contracts in progress
+Added: Net contract assets
+Added: Equipment Held for Sale
+Added: Following the completion of specific
+Added: projects in the fourth quarter of 2024, management concluded that certain pieces of equipment would no longer be required for future
+Added: Consequently, these items were separated and prepared for sale.
+Added: The Company is expecting to sell these assets to a private
+Added: party by September 30, 2025.
+Added: It is not yet known whether there will be a gain or loss on the disposal of the equipment held for sale, but management believes the
+Added: assets are currently held at fair value.
+Added: The Company recorded an impairment loss of $ 738,913
+Added: as of December 31, 2024.
+Added: These assets are reported within the Range Services operating business segment.
+Added: Land is carried at cost, which includes an amount of asset retirement costs equal to the amount
+Added: of asset retirement obligations recognized in connection with the Fola Acquisition.
+Added: The Company assesses
+Added: the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated
+Added: No land was identified for impairment.
+Added: Land is reported within the Range Land operating business segment.
+Added: Refer to Note 3 for more details.
+Added: Property & Equipment
+Added: Property and equipment is carried at cost.
+Added: for maintenance and repairs are charged to cost of services.
+Added: Additions and betterments are capitalized.
+Added: The cost and related accumulated
+Added: depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current
+Added: year’s earnings.
OF PROPERTY AND EQUIPMENT
−Removed: and equipment, gross
+Added: March 31, 2025
+Added: December 31, 2024
+Added: Accumulated depreciation
( 2,210,189 )
( 2,542,771 )
−Removed: Note 2 for more details on the change in buildings, property and equipment.
−Removed: Company provides for depreciation of its buildings, property and equipment using the straight-line method for both financial reporting
−Removed: and federal income tax purposes over the estimated six-year useful lives of the assets.
−Removed: Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining
−Removed: lives can be recovered through projected future cash flows generated by the assets.
+Added: Net book value
+Added: Depreciation expense
+Added: The Company provides for depreciation of its
+Added: property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated
+Added: six-year 6 useful lives of the assets.
+Added: The Company assesses the recoverability of its
+Added: property and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected
+Added: future cash flows generated by the assets.
There were no assets identified for impairment.
−Removed: is carried at cost.
−Removed: The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered
−Removed: through projected future cash flows generated by the land.
−Removed: No land was identified for impairment.
−Removed: costs are classified as cost of sales.
−Removed: GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that
−Removed: it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired.
−Removed: During interim periods, ASC 350
−Removed: requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of
−Removed: the reporting unit to determine whether an interim quantitative impairment test is required.
−Removed: Company performed its quarterly impairment test for goodwill on September 30, 2024.
−Removed: The Company first assessed certain qualitative factors
−Removed: 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
−Removed: it is therefore necessary to perform the quantitative impairment test.
−Removed: The qualitative analysis
−Removed: indicated that a quantitative impairment test was not necessary .
−Removed: Company follows the asset and liability method of accounting for income taxes.
−Removed: Under this method, deferred income tax assets and liabilities
−Removed: are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their
−Removed: respective income tax basis (temporary differences).
−Removed: The effect on deferred income tax assets and liabilities of a change in tax rates
−Removed: is recognized as income (loss) in the period that includes the enactment date.
−Removed: Company determines whether a contract is, or contains, a lease at inception.
−Removed: Right-of-use assets represent the Company’s right
−Removed: to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments
−Removed: arising from the lease.
−Removed: Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present
−Removed: value of unpaid lease payments over the lease term.
−Removed: The Company uses its incremental borrowing rate based on the information available
−Removed: at lease commencement in determining the present value of unpaid lease payments.
−Removed: As of September 30, 2024, the Company had no material
−Removed: lease commitments for longer than one year.
−Removed: Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions
−Removed: for services.
−Removed: The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value
−Removed: of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the
−Removed: vesting period.
−Removed: Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash
−Removed: for the services.
−Removed: The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations
−Removed: with classification depending on the nature of the services rendered.
−Removed: fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain
−Removed: assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future
−Removed: Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based
−Removed: on actual experience.
−Removed: The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense
−Removed: recorded in future periods.
−Removed: and Diluted Income (Loss) Per Share
−Removed: income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number
−Removed: of outstanding common shares during the period.
−Removed: Shares of restricted stock are included in the basic weighted average number of common
−Removed: shares outstanding from the time they vest.
−Removed: Diluted income (loss) per share is computed by dividing net income (loss) applicable to common
−Removed: stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have
−Removed: been outstanding if all dilutive potential common shares had been issued.
−Removed: Diluted income (loss) per share excludes all potential common
−Removed: shares if their effect is anti-dilutive.
−Removed: The following potentially dilutive shares were excluded from the shares used to calculate diluted
−Removed: earnings per share as their inclusion would be anti-dilutive:
+Added: These assets are reported within the Range
+Added: Services operating business segment.
+Added: Asset Retirement Obligations
+Added: The Company recognizes asset retirement obligations (“AROs”)
+Added: in accordance with ASC 410, “Asset Retirement and Environmental Obligations.” These obligations relate primarily to the Company’s
+Added: legal and regulatory requirements to perform reclamation, closure, and environmental remediation activities at coal mining sites currently
+Added: under management by the Company.
+Added: Under federal and state mining laws, including the Surface Mining Control
+Added: and Reclamation Act of 1977 (“SMCRA”), the Company is required to restore land and water resources disturbed by coal mining
+Added: activities to their original or approved alternative condition.
+Added: AROs are recognized when the legal obligation is incurred, generally at
+Added: the time mining activity commences or when the Company assumes responsibility for a previously disturbed mine site.
+Added: The Company records the fair value of a liability for an ARO in the period
+Added: in which it is incurred if a reasonable estimate of fair value can be made.
+Added: Upon initial recognition, the Company capitalizes the cost
+Added: as part of the carrying amount of the related long-lived asset.
+Added: The liability is subsequently accreted over time through charges to operating
+Added: expense, and the capitalized asset is depreciated over its useful life.
+Added: As of March 31, 2025, the Company recorded AROs of $ 43,079,071 related
+Added: to the Fola Acquisition, which closed on that date.
+Added: Refer to Note 3 for more details.
+Added: The total undiscounted amount of estimated future
+Added: cash flows required to satisfy the Company’s AROs over a 25-year projection period was approximately $ 60,617,039 as of March 31,
+Added: The Company uses an annual inflation rate of 2.72 % to forecast these estimated future cash flows and a credit-adjusted risk-free
+Added: rate of 7.18 % to discount these future inflation-adjusted obligations to a present value.
+Added: The Company periodically reviews the estimated reclamation costs and timing
+Added: assumptions used in calculating AROs.
+Added: Changes in estimates are reflected in the period in which they occur.
+Added: Actual costs may differ from
+Added: those estimated due to changes in applicable laws and regulation, inflation, post-mine land use changes, and the final scope of the reclamation
+Added: and water restoration activities.
+Added: The Company follows the asset and liability method
+Added: of accounting for income taxes.
+Added: Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences
+Added: attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).
+Added: 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
+Added: the enactment date.
+Added: The Company determines whether a contract is,
+Added: or contains, a lease at inception.
+Added: Right-of-use assets represent the Company’s right to use an underlying asset during the lease
+Added: term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
+Added: Right-of-use assets
+Added: and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease
+Added: The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present
+Added: value of unpaid lease payments.
+Added: As of March 31, 2025, the Company had no material lease commitments for longer than one year.
+Added: Stock-Based Compensation
+Added: The Company periodically issues stock options
+Added: and restricted stock awards to employees and non-employees in non-capital raising transactions for services.
+Added: The Company accounts for
+Added: such grants issued and vesting based on ASC 718, “Compensation-Stock Compensation”, whereby the value of the award is measured on the date
+Added: of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period.
+Added: Recognition of compensation
+Added: expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
+Added: The Company recognizes the
+Added: fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of
+Added: the services rendered.
+Added: The fair value of the Company’s stock options
+Added: is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates,
+Added: expected volatility, expected life of the stock options or restricted stock, and future dividends.
+Added: Compensation expense is recorded based
+Added: upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience.
+Added: The assumptions used in the
+Added: Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
+Added: Basic and Diluted Income (Loss) Per Share
+Added: Basic income (loss) per share is computed by
+Added: dividing the net income (loss) applicable to common stockholders by the weighted average number of outstanding common shares during the
+Added: Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they
+Added: Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average
+Added: number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential
+Added: common shares had been issued.
+Added: Diluted income (loss) per share excludes all potential common shares if their effect is anti-dilutive.
+Added: The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion
+Added: would be anti-dilutive:
OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
−Removed: Anti-dilutive
−Removed: loss per share
−Removed: and Patent Application Costs
−Removed: the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from
−Removed: the patents is uncertain.
−Removed: Accordingly, patent costs are expensed as incurred.
−Removed: and Development
−Removed: and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses
−Removed: relating to the acquisition, design, development and testing of the Company’s treatments and product candidates.
−Removed: Research and development
−Removed: costs are expensed as incurred.
−Removed: Value of Financial Instruments
−Removed: ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments.
−Removed: Financial instruments held by the Company include, among others, accounts receivable, accounts payable , line of credit and
−Removed: long-term debt.
−Removed: The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments
−Removed: are a reasonable estimate of fair value.
−Removed: of September 30, 2024, the Company has five
+Added: March 31, 2025
+Added: December 31, 2024
+Added: Anti-dilutive loss per share
+Added: Fair Value of Financial Instruments
+Added: FASB ASC 825, “Financial Instruments”
+Added: requires that the Company disclose estimated fair values of financial instruments.
+Added: Financial instruments held by the Company include,
+Added: among others, accounts receivable, accounts payable and long-term debt.
+Added: The carrying amounts reported in the balance sheets for assets
+Added: and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
+Added: As defined in FASB ASC 280 “Fair Value
+Added: Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly
+Added: transaction between market participants at the measurement date.
+Added: In determining fair value, the Company utilizes certain assumptions
+Added: that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in
+Added: the inputs to the valuation technique.
+Added: These inputs can be readily observable, market corroborated, or generally unobservable firm
+Added: The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
+Added: Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following
+Added: information according to the fair value hierarchy.
+Added: The fair value hierarchy ranks the quality and reliability of the information
+Added: used to determine fair values.
+Added: Financial assets and liabilities carried at fair value will be classified and disclosed in one of the
+Added: following three categories.
+Added: Quoted market prices in active markets for identical assets or liabilities
+Added: Inputs to the valuation methodology include:
+Added: Quoted prices for similar assets or liabilities in active markets;
+Added: Quoted prices for identical assets or similar assets or liabilities
+Added: in inactive markets;
+Added: Inputs other than quoted prices that are observable for the asset or
+Added: Inputs that are derived principally from or corroborated by observable
+Added: market data by correlation or other means.
+Added: Unobservable inputs that are not corroborated by market data
+Added: A financial instrument’s categorization
+Added: within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
+Added: The following is a description of the valuation
+Added: methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation
+Added: The equipment held for sale is carried at the
+Added: lower of carrying amount or fair value, and is considered level 2 as it is based on market prices for similar assets.
+Added: As of March 31, 2025, the Company has two
operating business segments:
−Removed: (i) Range Reclaim;
−Removed: (ii) Range Minerals;
−Removed: (iii) Range Water;
−Removed: (iv) Range Security;
−Removed: and (v) Range Land.
−Removed: Previously, beginning in October 2021, the Company began operating under two segments:
−Removed: (A) the Drug Development segment, which
−Removed: reports the operating results of the Company’s broad portfolio of glycosylated cannabinoid prodrugs operating under the name
−Removed: Graphium Biosciences, and (B) the Range Reclaim segment, which reports the operating results of our land reclamation, water
−Removed: restoration and incidental coal mining services to customers throughout Appalachia.
−Removed: The Range Water, Range Security and Range Land
−Removed: business segments began operations in 2023.
−Removed: Beginning in January 2024, Range Minerals, which was previously reported within the
−Removed: Range Reclaim operating business segment, was separately reported as its own operating business segment focused on coal mining,
−Removed: using subcontractors, and related reclamation activities, and the Drug Development segment was renamed Graphium Biosciences.
−Removed: Graphium Biosciences was sold in September 2024 and therefore the drug development business segment named Graphium Biosciences is no
−Removed: longer reported as an operating business segment of the Company.
−Removed: accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been
−Removed: identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance
−Removed: for the entire Company.
−Removed: Existing guidance, which is based on a management approach to segment reporting, establishes requirements to
−Removed: report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers,
−Removed: and the countries in which the entity holds material assets and reports revenue.
−Removed: All material operating units qualify for aggregation
−Removed: under “Segment Reporting” due to their similar customer base and similarities in:
−Removed: economic characteristics;
−Removed: nature of products
−Removed: and services;
−Removed: and procurement, manufacturing, and distribution processes.
−Removed: Accounting Pronouncements
−Removed: November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.”
−Removed: This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant
−Removed: segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s)
−Removed: of segment profit or loss.
−Removed: In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of
−Removed: segment profit or loss, including qualitative information describing the composition, nature and type of each item.
−Removed: The ASU also expands
−Removed: disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment
−Removed: performance and allocate resources, and the method used to allocate overhead for significant segment expenses.
−Removed: All current required annual
−Removed: segment reporting disclosures under Topic 280 are now effective for interim periods.
−Removed: The ASU is effective for fiscal years beginning
−Removed: after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: Company is evaluating the impact of adopting this ASU.
−Removed: December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures.” This ASU
−Removed: enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning
−Removed: and operational opportunities affect its tax rate and prospects for future cash flows.
−Removed: This ASU requires additional disclosures to the
−Removed: annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative
−Removed: Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign
−Removed: jurisdictions.
+Added: (i) Range Land and (ii) Range Services.
+Added: The Fola Mine, including the royalty and lease agreements
+Added: assigned in connection with the Fola Acquisition, and the Hobet Mine are reported in the Range Land operating business segment.
+Added: Effective January 1, 2025, the business activities of the Range Reclaim, Range Security and Range Water operating business segments,
+Added: which had been previously-reported as separate operating business segments, are now captured as part of the Range
+Added: Services operating business segment.
+Added: This change was implemented as each of these business segments now serve to support the reclamation and improvement
+Added: of the land holdings of Range Land and not as businesses serving other customers.
+Added: The change in the segment reporting is shown retrospectively
+Added: in this filing.
+Added: Graphium Biosciences was sold in September 2024 and therefore the drug
+Added: development business segment named Graphium Biosciences is no longer reported as an operating business segment of the Company.
+Added: In accordance with the “Segment Reporting”
+Added: Topic of the ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews
+Added: operating results to make decisions about allocating resources and assessing performance for the entire Company.
+Added: Existing guidance, which
+Added: is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and
+Added: to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds
+Added: material assets and reports revenue.
+Added: All material operating units qualify for aggregation under “Segment Reporting” due to
+Added: their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing,
+Added: and distribution processes.
+Added: Recent Accounting Pronouncements
+Added: In November 2023, the FASB issued ASU 2023-07,
+Added: “Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures
+Added: on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided
+Added: to the chief operating decision maker (“CODM”) and included within the reported measure(s) of segment profit or loss.
+Added: In addition, this
+Added: ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative
+Added: information describing the composition, nature and type of each item.
+Added: This ASU also expands disclosure requirements related to the CODM,
+Added: including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, and the
+Added: method used to allocate overhead for significant segment expenses.
+Added: All current required annual segment reporting disclosures under Topic
+Added: 280 are now effective for interim periods.
+Added: The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods
+Added: within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The Company has adopted
+Added: The Company will continue to evaluate its segment disclosures in future reporting periods to ensure continued compliance
+Added: with evolving accounting guidance and disclosure best practices.
+Added: In December 2023, the
+Added: FASB issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures”.
+Added: This ASU enhances income tax
+Added: disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational
+Added: opportunities affect its tax rate and prospects for future cash flows.
+Added: This ASU requires additional disclosures to the annual effective
+Added: tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold.
+Added: Additionally, this 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.
−Removed: The Company is evaluating
−Removed: the impact of adopting this ASU.
−Removed: DISPOSALS AND DISCONTINUED OPERATIONS
−Removed: August 22, 2024, substantially all assets of Collins Building were sold to its previous owner in exchange for the cancellation of
−Removed: all remaining debt owed by the Company to the previous owner arising from the Company’s acquisition of Collins Building in
−Removed: Any projects related to Collins Building will be completed either by subcontractors or with equipment and resources of
−Removed: Range Environmental.
−Removed: The Company recognized a net loss on the Collins Building sale of $ 3,043,799 .
−Removed: This sale did not constitute a discontinued operation as the Company has ongoing business and is still operating
−Removed: with active contracts and completion of work in progress.
−Removed: Only certain assets were sold and debts forgiven.
−Removed: September 30, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences,
−Removed: (“Placer”) owned by two former officers of the Company, in exchange for a warrant to purchase 1,000
−Removed: shares of Placer’s common stock (then representing 25 % of the outstanding shares of Placer) at $ .01
−Removed: par value per share and cash proceeds of $ 100 ,
−Removed: with the cash proceeds reflected within “Net proceeds from disposition of Graphium Biosciences” in the
−Removed: investing activities of the Consolidated Statements of Cash Flows, and recognized a gain on sale of $ 100 ,
−Removed: included within “Loss from discontinued operations” on the Consolidated Statements of Operations.
−Removed: The warrant to
−Removed: purchase Placer’s shares expires September 30, 2034.
−Removed: the quarter ended September 30, 2024, Range Environmental suffered a casualty loss on a piece of equipment.
−Removed: Insurance proceeds of
−Removed: were received for this loss.
−Removed: In addition, several pieces of equipment no longer needed for current or foreseeable operations were
−Removed: sold for a net price of $ 270,000 .
−Removed: The proceeds from these transactions are shown within “Cash flows from investing activities” and the losses from these transactions are shown within “Cash flows
−Removed: from operating activities” on
−Removed: the Consolidated Statements of Cash Flows.
−Removed: 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
−Removed: The resulting loss is included within “Cash flows from operating
−Removed: activities” on the Consolidated Statements of Cash Flows.
−Removed: and Liabilities of Discontinued Operations
−Removed: previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for
−Removed: all periods presented.
−Removed: At September 30, 2024 and December 31, 2023, these balances consisted of current and long-term assets.
−Removed: following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current
−Removed: and long-term assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:
−Removed: OF DISCONTINUING OPERATIONS BALANCE SHEET AND INCOME STATEMENT
−Removed: and cash equivalents
−Removed: assets of discontinued operations
−Removed: term assets of discontinued operations
−Removed: from Discontinued Operations
−Removed: operations for the three and nine months ended September 30, 2024 and three and nine months September 30, 2023 consists of results from
−Removed: Graphium Biosciences operations.
−Removed: following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented
−Removed: on the Company’s Consolidated Statements of Operations:
−Removed: and development
−Removed: operating expenses
−Removed: from discontinued operations
+Added: The Company will make the requisite updates in the notes to the annual financial statements for the period ending December 31,
ACQUISITION OF COLLINS BUILDING & CONTRACTING
−Removed: August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc.
−Removed: Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in
−Removed: 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
−Removed: interest at 7.0% per annum (the “First Promissory Note”), and (c) a two-year secured promissory note in the principal amount
−Removed: of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”) .
−Removed: The First Promissory Note is secured by
−Removed: the acquired real property and quarry infrastructure, and the Second Promissory Note is secured by the acquired equipment.
−Removed: Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”.
−Removed: has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed.
−Removed: The fair values of the assets
−Removed: acquired are set forth below.
−Removed: Because the fair values exceeded the purchase price, a gain on the purchase of $ 1,875,150 was recognized.
−Removed: The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment
+Added: On August 31, 2023, the Company entered into
+Added: a stock purchase agreement with the owner of Collins Building & Contracting, Inc.
+Added: (“Collins Building”) pursuant to which
+Added: the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration
+Added: of $ 1,000,000 , (b) a five-year 5 secured promissory note in the principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the
+Added: “First Promissory Note”), and (c) a two-year 2 secured promissory note in the principal amount of $ 2,035,250 , bearing interest
+Added: at 8.25 % per annum (the “Second Promissory Note”).
+Added: The First Promissory Note was secured by the acquired real property and
+Added: quarry infrastructure , and the Second Promissory Note was secured by the acquired equipment.
+Added: The Company accounted for the transaction as
+Added: a business combination in accordance ASC 805 “Business Combinations”.
+Added: The Company performed an allocation of the
+Added: purchase price paid for the assets acquired and the liabilities assumed.
+Added: The fair values of the assets acquired in that transaction
+Added: are set forth below.
+Added: Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 .
+Added: The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the
+Added: equipment purchased.
OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE
−Removed: value of assets acquired:
−Removed: assets acquired
+Added: Fair value of assets acquired:
+Added: Total assets acquired
Gain on bargain purchase price
( 1,875,150 )
−Removed: consideration
−Removed: notes issued to the seller
Purchase price
−Removed: transaction costs incurred
−Removed: discussed in Note 2, on August 22, 2024, almost all of the equipment, as well as the land and buildings acquired on
−Removed: August 31, 2023, were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of
−Removed: the First Promissory Note and the Second Promissory Note.
−Removed: Building’s operations contributed revenues of $ 0
−Removed: and net loss of $ 8,136
−Removed: to the Company’s consolidated revenues and net operating loss for the three months ended September 30, 2024.
−Removed: months ended September 30, 2024, Collins Building’s operations contributed no
−Removed: revenue and a net operating loss of $ 552,972 .
−Removed: The losses stem primarily from depreciation of equipment and buildings purchased as part of the Collins Building acquisition.
−Removed: Collins Building contributed no
−Removed: revenue to the Company’s consolidated revenues for the three months and nine months ended September 30, 2023.
−Removed: recorded the revenue generated from reclamation services on abandoned mine land, which was historically the core business of Collins
−Removed: Building, as revenue of Range Environmental.
−Removed: A gain on bargain purchase of $ 1,875,150
−Removed: offset by $ 88,271
−Removed: of depreciation expense was recorded for Collins Building for the three and nine months ended September 30, 2023.
−Removed: is $ 751,421 at September 30, 2024 and at December 31, 2023.
−Removed: The goodwill as of both dates represents the value of the Range Reclamation
−Removed: Entities’ employee relations.
−Removed: Goodwill by reportable segment is as follows:
−Removed: SCHEDULE OF GOODWILL
−Removed: Environmental
+Added: Cash consideration
+Added: Long-term notes issued to the seller
+Added: Total purchase price
+Added: Acquisition transaction costs incurred
+Added: As discussed in Note 4, on August 22, 2024, nearly
+Added: all of the equipment, as well as the land and buildings were sold to the previous owner of Collins Building
+Added: in consideration of the full and complete cancellation of the First Promissory Note and the Second Promissory Note.
+Added: Collins Building contributed revenues of
+Added: and a net loss of $ 96,967
+Added: to the Company’s consolidated revenues and net loss, respectively, for the three months ended March 31, 2024.
+Added: Collins Building did not
+Added: contribute any revenue or net income to the Company’s consolidated revenues and net income for the three months ended March
+Added: ACQUISITION OF FOLA MINE SITE
+Added: On March 31, 2025, the Company, through its wholly-owned subsidiary Range
+Added: Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located
+Added: in Clay and Nicholas Counties, West Virginia.
+Added: As part of the Fola Acquisition, the Company acquired 15 mining permits at the Fola Mine
+Added: with an estimated reclamation obligation of $ 29,282,126 and assumed an obligation to manage an additional 21 mining permits at the Fola
+Added: Mine with an estimated reclamation obligation of $ 13,796,945 .
+Added: As a result, on March 31, 2025, the Company recorded AROs of $ 43,079,071
+Added: related to the Fola Acquisition, and capitalized an equal amount onto the fair value of the acquired land on that same date.
+Added: also assumed two coal royalty contracts and one 25-year solar lease for the development of a large-scale
+Added: solar project located on more than 1,500 acres at the Fola Mine.
+Added: BUSINESS ACQUISITION OF FOLA MINE SITA
+Added: Estimated asset retirement obligation on 15 acquired permits
+Added: Contingent reclamation obligation on 21 permits
+Added: Total asset retirement obligation capitalized to land
+Added: Fair value of Fola Mine land acquired
+Added: Total land value of Fola Mine property
+Added: Beginning land value as of December 31, 2024
+Added: Land value as of March 31, 2025
+Added: The fair value of the land acquired by the Company in connection with the
+Added: Fola Acquisition was $ 8,561,000 , and the Company agreed to credit an outstanding receivable of $ 2,958,516 due from one of the sellers
+Added: to the Company, as consideration provided in lieu of cash.
+Added: Because the fair value of the land acquired exceeded the amount of the accounts
+Added: receivable credited in connection with the Fola Acquisition, the Company recognized a bargain purchase gain of $ 5,602,484 during the three
+Added: months ended March 31, 2025.
+Added: SCHEDULE OF BARGAIN
+Added: PURCHASE GAIN
+Added: Fair value of Fola Mine land acquired
+Added: Accounts receivable credited in lieu of cash
+Added: ( 2,958,516 )
+Added: Bargain purchase gain recognized
+Added: DISPOSALS AND
+Added: DISCONTINUED OPERATIONS
+Added: On August 22, 2024,
+Added: substantially all of the assets of Collins Building were sold to its previous owner in exchange for the cancellation of all
+Added: remaining debt owed to him arising from the Company’s acquisition of Collins Building in August 2023.
+Added: Any projects related to
+Added: Collins Building will be completed either by subcontractors or with equipment and resources of Range Environmental.
+Added: recognized a net loss on the Collins Building sale of $ 3,043,799 .
+Added: This sale did not constitute a discontinued operation as the Company has ongoing activities related to its acquisition of Collins
+Added: Building, and only certain assets were sold and debts
+Added: As of March 31, 2025, any remaining active projects related to Collins Building will be completed by the previous owner or
+Added: his subcontractors at the previous owner’s expense.
+Added: On September 30, 2024,
+Added: the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences, Inc.
+Added: owned by two former officers of the Company, in exchange for a warrant to purchase 1,000
+Added: shares of Placer’s common stock (then representing 25 %
+Added: of the outstanding shares of Placer) at $ 0.01
+Added: per share and cash proceeds of $ 100 .
+Added: The warrant to purchase shares of Placer’s common stock expires on September 30, 2034.
+Added: Loss from Discontinued Operations
+Added: operations for the three months ended March 31, 2024 consists of results from Graphium Biosciences operations.
+Added: The following table
+Added: provides details about the major classes of line items constituting “Loss from discontinued operations” presented on the
+Added: Company’s Consolidated Statements of Operations:
+Added: OF DISCONTINUING OPERATIONS INCOME STATEMENT
+Added: March 31, 2024
+Added: Operating expenses:
+Added: Research and development
+Added: Total operating expenses
+Added: Loss from discontinued operations
+Added: $ ( 131,640 )
+Added: Issuance of Common Stock
+Added: On January 21, 2025, the Company entered into a securities
+Added: purchase agreement for the issuance and sale of 3,333,333 shares of the Company’s common stock at a price of $ 0.15 per share.
+Added: The aggregate proceeds to the Company were approximately
+Added: On February 6, 2025, the Company entered into a securities purchase agreement
+Added: for the issuance and sale of 555,556 shares of the Company’s common stock at a price of $ 0.18 per share.
+Added: The aggregate proceeds to the Company were approximately $ 100,000 .
STOCK OPTIONS
−Removed: options issued during the three months ended September 30, 2024 and the three months ended September 30, 2023
−Removed: stock options were granted to directors, advisors, and employees during the three months ended September 30, 2024.
−Removed: the three months ended September 30, 2023, the Company granted options to an outside advisor to purchase 100,000 shares of the Company’s
−Removed: common stock with exercise prices of $ 0.1337 per share that expire five years from the date of grant.
−Removed: Options to purchase all 100,000
−Removed: shares vested upon grant.
−Removed: The fair value of that option award was estimated on the date of grant using the Black-Scholes-Merton Option
−Removed: Pricing model based on the following assumptions:
−Removed: (i) volatility rate of 273.24 %, (ii) discount rate of 4.27 %, (iii) zero expected dividend
−Removed: yield, and (iv) expected life of 5 years, which is the term of the options.
−Removed: The total fair value of the option grants at their grant
−Removed: dates was approximately $ 13,340 which was allocated to general and administrative expenses for the three months ended September 30,
−Removed: the three months ended September 30, 2024, the Company recorded $ 4,490
−Removed: in stock-based compensation expense.
−Removed: During the three months ended September 30, 2023, total stock-based compensation expense
−Removed: related to vested stock options was $ 17,830 .
−Removed: At September 30, 2024, there was $ 56,480
+Added: Stock options issued during the three months
+Added: ended March 31, 2025 and the three months ended March 31, 2024
+Added: No stock options were granted to directors, advisors,
+Added: and employees during the three months ended March 31, 2025 or the three months ended March 31, 2024.
+Added: For each of the three months ended March 31,
+Added: 2025 and March 31, 2024, the Company recorded $ 4,490
+Added: in stock-based compensation expense related to vested stock options.
+Added: At March 31, 2025, there was $ 51,990
of unamortized cost of the outstanding stock-based awards.
−Removed: summary of the Company’s stock option activity during the nine months ended September 30, 2024 is as follows:
+Added: A summary of the Company’s stock option
+Added: activity during the three months ended March 31, 2025 is as follows:
OF STOCK OPTION ACTIVITY
−Removed: outstanding at December 31, 2023
−Removed: outstanding at September 30, 2024
−Removed: exercisable at September 30, 2024
−Removed: September 30, 2024, the 11,599,210 outstanding stock options had $ 677,480 of intrinsic value.
−Removed: summary of the Company’s stock options outstanding as of September 30, 2024 is as follows:
+Added: Exercise Price
+Added: Balance Outstanding at December 31, 2024
+Added: Balance Outstanding at March 31, 2025
+Added: Balance Exercisable at March 31, 2025
+Added: At March 31, 2025, the 11,590,876 outstanding
+Added: stock options had $ 3,630 of intrinsic value.
+Added: A summary of the Company’s stock options
+Added: outstanding as of March 31, 2025 is as follows:
OF STOCK OPTION OUTSTANDING
−Removed: Average Exercise Price
−Removed: Average Grant- Date Stock Price
−Removed: Outstanding, September 30, 2024
−Removed: summary of the Company’s stock options outstanding and exercisable as of September 30, 2024 is as follows:
+Added: Number of Options
+Added: Weighted Average Exercise
+Added: Weighted Average Grant-Date Stock Price
+Added: Options Outstanding, March 31, 2025
+Added: A summary of the Company’s stock options
+Added: outstanding and exercisable as of March 31, 2025 is as follows:
OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE
−Removed: Average Exercise Price
−Removed: Average Grant- Date Stock Price
−Removed: Outstanding and Exercisable, September 30, 2024
−Removed: summary of warrants to purchase common stock issued during the nine months ended September 30, 2024 is as follows:
+Added: Number of Options
+Added: Weighted Average Exercise
+Added: Weighted Average Grant-
+Added: Date Stock Price
+Added: Options Outstanding and Exercisable, March 31, 2025
+Added: A summary of warrants to purchase common stock
+Added: issued during the three months ended March 31, 2025 is as follows:
OF WARRANTS ACTIVITY
−Removed: outstanding and exercisable at December 31, 2023
−Removed: outstanding and exercisable at September 30, 2024
−Removed: September 30, 2024, the 3,166,667 outstanding stock warrants had no intrinsic value.
−Removed: NOTES PAYABLE
−Removed: Company had no notes payable outstanding as of September 30, 2024, or December 31, 2023.
+Added: Exercise Price
+Added: Balance Outstanding and Exercisable at December 31, 2024
+Added: Balance Outstanding and Exercisable at March 31, 2025
+Added: At March 31, 2025, the 3,166,667 outstanding
+Added: stock warrants had no intrinsic value.
LINE OF CREDIT
−Removed: November 2022, the Company secured a bank line of credit with a limit of $ 1,000,000 .
−Removed: In November 2023, the Company amended and restated this line of credit.
−Removed: The line of credit, as amended, has a maturity date of November
−Removed: 30, 2024 , and bears interest at one percent ( 1 %)
−Removed: above the bank’s prime rate ( prime
−Removed: rate plus one percent margin equaled 9.00 %
−Removed: at September 30, 2024).
−Removed: The Company is currently in discussions to extend the maturity date.
−Removed: As of September 30, 2024, the balance
−Removed: due under the line of credit was $ 1,000,000 .
−Removed: As of December 31, 2023, the balance due under the line of credit was $ 1,000,000 .
−Removed: June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 .
+Added: In November 2022, the
+Added: Company secured a bank line of credit with a limit of $ 1,000,000 .
+Added: In November 2023, the parties amended and restated this line of credit.
+Added: The line of credit, as amended, has a maturity date of December
+Added: 31, 2025 , and bears interest at the fixed rate of eight and three-quarters percent ( 8.75 %).
+Added: As of March 31, 2025 and December 31, 2024, the balance due under the line of credit was $ 1,000,000 .
+Added: In June 2023, Range Environmental secured a bank
+Added: loan with a limit of $ 1,000,000 .
In November 2023, the loan amount was increased to $ 1,400,000 .
−Removed: pursuant to which principal and accrued interest payments are required in March, June, September and December 2024.
−Removed: The loan has a
−Removed: maturity date of December
−Removed: 31, 2024 , and bears interest at the bank’s prime rate (prime rate equaled 8.00 %
−Removed: at September 30, 2024).
−Removed: The Company is currently in discussions to extend the maturity date.
−Removed: As of September 30, 2024, the balance
−Removed: due under the loan was $ 1,100,000 .
−Removed: As of December 31, 2023, the balance due under the loan was $ 1,400,000 .
+Added: Principal and accrued interest payments
+Added: are required in March, June, September and December.
+Added: The loan has a maturity date of December 31, 2025 , and bears interest at the fixed
+Added: rate of seven and three-quarters per cent ( 7.75 %).
+Added: As of March 31, 2025 and December 31, 2024, the balance due under the loan was $ 1,000,000 .
LONG-TERM DEBT OBLIGATIONS
−Removed: debt consists of debt on vehicles and equipment, which serves as the collateral.
−Removed: rates on the equipment financings range from 3.69 % to 9.95 % for 2024 and mature between 2025 through 2029 .
−Removed: summary of payments due under the long-term debt by year is as follows:
+Added: Long-term debt consists of debt on
+Added: equipment, which serves as the collateral.
+Added: Interest rates on the equipment financings range from 6.2 %
+Added: for 2025 and mature between
+Added: 2027 through 2029 .
+Added: As described in Note 4, in August 2024, the
+Added: Collins Building debt was cancelled in exchange for the property and substantially all of the equipment acquired in the original
+Added: The Collins Building debt consisted of a five-year 5
+Added: secured promissory note with an original principal amount of $ 2,000,000 ,
+Added: bearing interest at 7.0 %
+Added: per annum (the “First Promissory Note”), and a two-year 2
+Added: secured promissory note with an original principal amount of $ 2,035,250 ,
+Added: bearing interest at 8.25 %
+Added: per annum (the “Second Promissory Note”).
+Added: The First Promissory Note was secured by the acquired real property and quarry infrastructure and the Second
+Added: Promissory Note was secured by the acquired equipment.
+Added: Both of these notes have been cancelled.
+Added: In November 2024, certain equipment items no
+Added: longer needed by the Company were surrendered to the financing company which held liens on the equipment, in exchange for a release
+Added: The result of this transaction was a reduction of the net equipment values on the balance sheet and a reduction in long-term
+Added: debt of $ 1,012,375 .
+Added: summary of payments due under the Company’s long-term debt by year is as follows:
OF MATURITIES OF LONG TERM DEBT
−Removed: – due between October 1, 2024 and September 30, 2025
−Removed: – due between October 1, 2025 and September 30, 2026
−Removed: – due between October 1, 2026 and September 30, 2027
−Removed: – due between October 1, 2027 and September 30, 2028
−Removed: and later – due on October 1, 2028 and thereafter
−Removed: long-term debt
−Removed: MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK
−Removed: to the Company’s two largest customers constituted 31 % and 75 % of total sales for the three months ended September 30, 2024 and
−Removed: the nine months ended September 30, 2024, respectively.
−Removed: Sales to the Company’s largest customer were 95 % and 93 % of total sales
−Removed: for the three months ended September 30, 2023 and the nine months ended September 30, 2023, respectively.
−Removed: receivable from the same customers were 92 % of total accounts receivable as of September 30, 2024 and 70 % as of December 31, 2023.
−Removed: EARNINGS PER COMMON SHARE
−Removed: following table sets forth the computation of basic and diluted earnings per share.
−Removed: OF BASIC AND DILUTED EARNINGS PER SHARE
−Removed: Per Share - Basic
−Removed: (loss)/income
−Removed: $ ( 4,920,338 )
−Removed: $ ( 7,359,859 )
−Removed: average shares of common stock outstanding - Basic
−Removed: Per Share - Basic
−Removed: Per Share - Diluted
−Removed: average shares of common stock outstanding - Basic
−Removed: average shares of common stock - Diluted
−Removed: Per Share - Diluted
+Added: 2025 – due between April 1, 2025 and March 31, 2026
+Added: 2026 – due between April 1, 2026 and March 31, 2027
+Added: 2027 – due between April 1, 2027 and March 31, 2028
+Added: 2028 – due between April 1, 2028 and March 31, 2029
+Added: 2029 and later – due on April 1, 2029 and thereafter
+Added: Total long-term debt
+Added: MAJOR CUSTOMER AND CONCENTRATION OF CREDIT
+Added: Sales to the Company’s largest customer
+Added: were 59 % of total sales for the three months ended March 31, 2025.
+Added: Sales to the Company’s largest customer for the year ended December
+Added: 31, 2024 was 53 %.
+Added: Accounts receivable from the same customer
+Added: of total accounts receivable as of March 31, 2025 (since the entire accounts receivable balance due from this customer was credited
+Added: as in-lieu consideration in connection with the Fola Acquisition that closed on that date) and 83 %
+Added: as of December 31, 2024.
COMMITMENTS AND CONTINGENCIES
−Removed: time to time, the Company is involved in legal matters arising in the ordinary course of business.
−Removed: While the Company believes that such
−Removed: matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company
−Removed: is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations.
+Added: From time to time, the Company is involved in
+Added: legal matters arising in the ordinary course of business.
+Added: While the Company believes that such matters are currently not material, there
+Added: can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation,
+Added: will not have an adverse effect on its business, financial condition or results of operations.
SEGMENT INFORMATION
−Removed: 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with
−Removed: the Company’s internal organizational structure as well as information about services, categories, business segments and major
−Removed: customers in financial statements.
−Removed: The Company has five reportable segments that are based on the following business units:
−Removed: (ii) Range Minerals;
−Removed: (iii) Range Water;
−Removed: (iv) Range Security;
−Removed: and (v) Range Land.
−Removed: As described in Note 2, the Company’s
−Removed: Graphium Biosciences segment was reported as discontinued operations during the third quarter of 2024.
−Removed: As such, results of this segment
−Removed: are excluded from the table below, which only reflects continuing operations for all periods presented.
−Removed: In accordance with the “Segment
−Removed: Reporting” Topic of the ASC, the Company’s chief operating decision-maker has been identified as the Company’s Chief
−Removed: Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire
−Removed: Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected
−Removed: segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries
−Removed: in which the entity holds material assets and reports revenue.
−Removed: All material operating units qualify for aggregation under “Segment
−Removed: Reporting” due to their similar customer base and similarities in (i) economic characteristics, (ii) nature of products and services,
−Removed: and (iii) procurement, manufacturing and distribution processes.
−Removed: five reportable segments that result from applying the aggregation criteria are as follows:
−Removed: Reclaim – land reclamation, water restoration and land repurposing
−Removed: Minerals – subcontracted mining and reclamation activities
−Removed: Water – biochar product development and water solutions business
−Removed: Security – security services on mine land being reclaimed and repurposed for non-fossil fuel uses
−Removed: Land – mine land being acquired, reclaimed and repurposed for non-fossil fuel uses
−Removed: Company had no inter-segment sales for the periods presented.
−Removed: financial information concerning the Company’s reportable segments is shown as below:
+Added: ASC 280, “Segment Reporting”
+Added: establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal
+Added: organizational structure as well as information about services, categories, business segments and major customers in financial
+Added: Company has two
+Added: reportable segments that are based on the following business units:
+Added: (i) Range Land and (ii) Range Services.
+Added: The Range Reclaim, Range Security and Range Water operating business segments,
+Added: which had been previously reported as separate operating business segments are now captured within the Range Services
+Added: operating business segment.
+Added: As described in Note 4, the Company’s Graphium Biosciences segment was
+Added: reported as discontinued operations during the third quarter of 2024, and accordingly, the results of this segment are excluded from the table
+Added: below, which only reflects continuing operations for all periods presented.
+Added: In accordance with the “Segment Reporting”
+Added: Topic of the ASC, the Company’s chief operating decision-maker has been identified as the Company’s Chief Executive
+Added: Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire
+Added: Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report
+Added: selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers
+Added: and the countries in which the entity holds material assets and reports revenue.
+Added: All material operating units qualify for
+Added: aggregation under “Segment Reporting” due to their similar customer base and similarities in economic
+Added: characteristics, nature of products and services, and procurement, manufacturing and distribution processes.
+Added: The two reportable segments that result from applying the aggregation
+Added: criteria are as follows:
+Added: Range Land – mine land acquired, reclaimed and repurposed for next
+Added: generation uses
+Added: Range Services – services in support of reclamation and repurposing of acquired mine land
+Added: The Company had no inter-segment sales for the
+Added: periods presented.
+Added: Summarized financial information concerning the
+Added: Company’s reportable segments is shown as below:
OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT
−Removed: For the Three Months Ended September 30, 2024
−Removed: Range Reclaim
−Removed: Range Minerals
−Removed: Range Security
−Removed: Net income (loss)
−Removed: ( 4,964,461 )
−Removed: ( 4,743,323 )
−Removed: Interest expense
−Removed: Capital expenditures for long-lived assets
−Removed: the Three Months Ended September 30, 2023
−Removed: Net income (loss)
−Removed: Interest expense
−Removed: Capital expenditures
−Removed: for long-lived assets
−Removed: For the Nine Months Ended September 30, 2024
−Removed: Range Reclaim
−Removed: Range Minerals
−Removed: Range Security
−Removed: ( 1,698,174 )
+Added: By Categories
+Added: Range Services
+Added: For the three months ended March 31, 2025
+Added: Range Services
+Added: Gross profit (loss)
Net income (loss)
−Removed: ( 6,590,761 )
−Removed: ( 1,109,856 )
−Removed: ( 6,893,926 )
Interest expense
Capital expenditures for long-lived assets
−Removed: For the Nine Months Ended September 30, 2023
−Removed: Range Reclaim
−Removed: Range Security
+Added: Range Services
+Added: For the three months ended March 31, 2024
+Added: Range Services
+Added: Gross profit (loss)
Net income (loss)
3 unchanged sentences
SUBSEQUENT EVENTS
+Added: In April 2025, the
+Added: Company issued options to purchase a total of 750,000
+Added: shares of the Company’s common stock to two directors and one officer with exercise prices of $ 0.148 per share that
+Added: expire ten years from the date of grant.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.