RANGE IMPACT, INC. 10-Q

Item 1. Financial Statements (Unaudited) RANGE IMPACT, INC. CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024 4 CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024 5 CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024 6 CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024 7 NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS 8 3 RANGE IMPACT, INC. CONSOLIDATED BALANCE SHEETS March 31, 2025 (unaudited) December 31, 2024 Assets Current Assets Cash and cash equivalents $ 252,695 $ 167,286 Accounts receivable 153,938 3,209,070 Contract assets - 154,354 Prepaid expenses 67,822 28,723 Equipment held for sale 733,613 733,613 Total current assets 1,208,068 4,293,046 Long-term Assets Land 52,648,968 1,008,897 Property and equipment, net of accumulated depreciation 585,669 890,772 Deposits 5,614 - Total long-term assets 53,240,251 1,899,669 Total Assets $ 54,448,319 $ 6,192,715 Liabilities and Stockholders’ Equity Current Liabilities Line of credit $ 2,000,000 $ 2,000,000 Current portion of long-term debt 474,781 789,719 Accounts payable 444,419 556,562 Accrued expenses 148,377 197,328 Total current liabilities 3,067,577 3,543,609 Long-term Liabilities Long-term debt, net of current portion 1,763,149 1,814,701 Asset retirement obligation 43,079,071 - Total long-term debt 44,842,220 1,814,701 Total liabilities 47,909,797 5,358,310 Stockholders’ Equity Common stock, par value $ 0.001 per share; 1,000,000,000 shares authorized; 108,616,078 and 104,727,189 shares issued and outstanding, respectively 108,616 104,727 Additional paid-in-capital 58,210,161 57,609,560 Accumulated deficit ( 51,780,255 ) ( 56,879,882 ) Total stockholders’ equity 6,538,522 834,405 Total Liabilities and Stockholders’ Equity $ 54,448,319 $ 6,192,715 See accompanying notes to the consolidated financial statements. 4 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 2025 2024 Three Months Ended March 31, 2025 2024 Revenues $ 695,701 $ 3,909,893 Cost of services 691,850 3,891,039 Gross profit 3,851 18,854 Operating expenses: General and administrative 559,147 943,901 Total operating expenses 559,147 943,901 Loss from operations ( 555,296 ) ( 925,047 ) Other income (expense): Other income 83,627 18,105 Gain on bargain purchase 5,602,484 - Gain on sale of fixed assets 59,680 - Interest expense ( 90,868 ) ( 175,258 ) Total other income (expense) 5,654,923 ( 157,153 ) Income (loss) from continuing operations 5,099,627 ( 1,082,200 ) Loss from discontinued operations - ( 131,640 ) Net income (loss) $ 5,099,627 $ ( 1,213,840 ) Net income (loss) per share – basic and diluted $ 0.05 $ ( 0.01 ) Weighted average number of common shares outstanding – basic and diluted 104,732,848 101,023,485 See accompanying notes to the consolidated financial statements. 5 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended March 31, 2025 Common Stock Additional Number of Shares Amount Paid-in Capital Accumulated Deficit Total Balance as of December 31, 2024 104,727,189 $ 104,727 $ 57,609,560 $ ( 56,879,882 ) $ 834,405 Shares issued 3,888,889 3,889 596,111 - 600,000 Stock based compensation - - 4,490 - 4,490 Net income - - - 5,099,627 5,099,627 Balance as of March 31, 2025 (Unaudited) 108,616,078 $ 108,616 $ 58,210,161 $ ( 51,780,255 ) $ 6,538,522 Three Months Ended March 31, 2024 Common Stock Additional Number of Shares Amount Paid-in Capital Accumulated Deficit Total Balance as of December 31, 2023 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ 9,567,028 Balance 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ 9,567,028 Stock based compensation - - 4,490 - 4,490 Net loss - - - ( 1,213,840 ) ( 1,213,840 ) Net income (loss) - - - ( 1,213,840 ) ( 1,213,840 ) Balance as of March 31, 2024 (Unaudited) 101,023,485 $ 101,023 $ 56,552,294 $ ( 48,295,639 ) $ 8,357,678 Balance 101,023,485 $ 101,023 $ 56,552,294 $ ( 48,295,639 ) $ 8,357,678 See accompanying notes to the consolidated financial statements. 6 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2025 2024 Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net income (loss) $ 5,099,627 $ ( 1,213,840 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Gain on bargain purchase ( 5,602,484 ) - Net gain on asset disposals ( 59,680 ) - Fair value of vested stock options 4,490 4,490 Depreciation 84,783 638,435 Changes in operating assets and liabilities: Accounts receivable 96,615 1,181,634 Contract assets 154,354 ( 379,115 ) Prepaid expenses and other current assets ( 39,099 ) 24,568 Deposits ( 5,614 ) - Accounts payable ( 112,142 ) ( 2,007,621 ) Contract liabilities - 205,327 Accrued expenses ( 48,951 ) 433,077 Net cash (used in) operating activities ( 428,101 ) ( 1,113,045 ) Cash flows from investing activities: Equipment purchases ( 100,000 ) - Proceeds from asset sales 380,000 - Net cash provided by investing activities 280,000 - Cash flows from financing activities: Proceeds from stock issuance 600,000 - Repayment of long-term debt ( 366,490 ) ( 396,057 ) Net cash provided by (used in) financing activities 233,510 ( 396,057 ) Net increase (decrease) in cash and cash equivalents 85,409 ( 1,509,102 ) Cash and cash equivalents - beginning of period 167,286 2,176,800 Cash and cash equivalents - end of period $ 252,695 $ 667,698 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 23,851 $ 89,570 See accompanying notes to the consolidated financial statements. 7 RANGE IMPACT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited) 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. Originally founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business. In 2011, the Company changed its name to Stevia First Corp. and pursued a new strategy focused on developing stevia-based additives for the food and beverage industry. In 2015, the Company changed its name to Vitality Biopharma, Inc. and pursued a new strategy focused on developing cannabinoid-based prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract. In October 2021, the Company changed its name to Malachite Innovations, Inc. and expanded its corporate strategy to include impact investing. In May 2022, the Company acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range Natural Resources, Inc., a West Virginia corporation (“Range Natural”) to provide land reclamation and water restoration services to mining and non-mining customers throughout the Appalachian region. In August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”), an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia, as described in more detail in Note 2. In September 2023, the Company, through its wholly-owned subsidiary CLV Azurite Land, LLC, acquired 1,745 acres of surface land and mineral interests at the Hobet mine complex (“Hobet Mine”) located in Lincoln and Boone Counties, West Virginia, from three private landowners in three separate transactions for a total cash purchase price of $ 948,376 (“Hobet Acquisition”). In December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments: (i) Range Reclaim, (ii) Range Water, (iii) Range Security, (iv) Range Land, and (v) Drug Development. In January 2024, the Company added Range Minerals as a sixth operating business segment. Range Minerals was previously reported within the Range Reclaim operating business segment. The Drug Development segment was also renamed Graphium Biosciences. In August 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt owed to him (“Collins Sale”). In September 2024, the Company sold Graphium Biosciences, Inc. and all of its drug development assets (“Graphium Sale”). The Collins Sale and Graphium Sale are described in more detail in Note 4. In March 2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located in Clay and Nicholas Counties, West Virginia (“Fola Acquisition”). As part of the Fola Acquisition, the Company acquired 15 mining permits at the Fola Mine with an estimated reclamation obligation of $ 29.3 million and assumed an obligation to manage an additional 16 mining permits at the Fola Mine with an estimated reclamation obligation of $ 13.8 million. The Company also assumed two coal royalty contracts and one 25-year solar lease with a multi-national corporation for the development of a large-scale solar project located on more than 1,000 acres at the Fola Mine. The Fola Acquisition is described in more detail in Note 3. As a result of the various transactions referenced in this Note 1, the Company has reorganized its operations into two operating business segments: (i) Range Land and (ii) Range Services. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the three months ended March 31, 2025, the Company incurred a net loss of $ 502,857 (net of the gain on bargain purchase of $ 5,602,484 related to the Fola Acquisition) and used $ 428,101 of cash in the Company’s operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of March 31, 2025, that it may not have sufficient funds to operate the business for 12 months given its cash balance of $ 252,695 and expected revenues to be generated by the Company’s operating business segments. The Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations. However, these estimates could differ from actual capital needs if the Company’s business encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster than it currently expects. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. 8 Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-K and Article 8 of Regulation S-X. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: CLV Azurite Land LLC, Collins Building & Contracting, Inc., Graphium Biosciences, Inc. (sold in September 2024 and included in discontinued operations in 2024), Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Rock Creek Land, LLC, Range Security, LLC, Range Security Resources, LLC, Range Sky View Land, LLC, Range Water, LLC, and Terra Preta, LLC, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified to conform with the current period’s presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Discontinued Operations During the third quarter of 2024, the Company sold its wholly-owned subsidiary Graphium Biosciences, Inc. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts. Refer to Note 4 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented. Business Combinations Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations”. This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals, stone and other products and recognizes revenue when the products are delivered to the customer’s designated site or when control of these products is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. Sales taxes and other taxes that the Company collects concurrent with revenue producing activities are excluded from revenue. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The Company also invoices customers for the provision of environmental security services at an agreed-upon hourly rate for each project. All revenue is recognized at a point in time. The Company recognizes revenue on reclamation contracts over time as performance obligations are satisfied due to the continuous transfer of control to the customer. The Company’s contracts are generally accounted for as a single performance obligation since the Company is providing a significant service of integrating components into a single project. The Company recognizes revenue using a cost-based input method by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage is applied to the contract price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred to the customer. Contract Estimates Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Since a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the estimated cost at completion. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified. Contract Modifications Contract modifications can occur during the performance of the Company’s contracts. Contracts may be modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. Cost and Expense Recognition Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred. The Company recognizes revenue from contracts for financial reporting purposes over time. Progress toward completion of the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change significantly over the course of the contract’s performance. 9 Revenue earned over time compared to a point in time is as follows for the quarters ended March 31, 2025 and 2024. SCHEDULE OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME Quarter Ended March 31, 2025 Quarter Ended March 31, 2024 Earned over time $ - $ 870,494 Point in time 695,701 3,039,399 Total revenue 695,701 3,909,893 Cost of Services Contract costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance, such as indirect labor, tools and supplies. For construction contracts, costs are generally recognized as incurred. Under certain circumstances, costs incurred in the period related to future activity on contracts may be capitalized. Costs incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition. Excluded costs include both uninstalled materials and abnormal costs. Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract that were not reflected in the price of the contract. A limited allowance for material overages and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price). Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance Corporation. The Company has never suffered a loss due to such excess balances. Accounts Receivable Included as a component of accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers. Billed contract receivables have been invoiced to customers based on contracted amounts. There were no contract receivables at March 31, 2025 or at December 31, 2024. Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding as of March 31, 2025 or December 31, 2024 in the consolidated balance sheets. Based on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and therefore, no allowances were recorded for the three months ended March 31, 2025 or the three months ended March 31, 2024. Accounts receivable were $ 153,938 and $ 3,209,070 at March 31, 2025 and December 31, 2024, respectively. No credit loss expense was accrued in either the three months ended March 31, 2025 or the three months ended March 31, 2024 and there is no allowance for expected credit losses as of March 31, 2025 or December 31, 2024. Contract Assets Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the customer. The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date. Details of contract assets arising from reclamation contracts in process as of March 31, 2025 and December 31, 2024 are as follows. The Company did not have any active abandoned mine land projects as of March 31, 2025 therefore no contract assets were recognized on that date. SCHEDULE OF CONTRACT ASSETS December 31, 2024 Costs incurred on contracts in progress $ 1,513,306 Estimated earnings 1,168 Revenue earned on contracts in progress 1,514,474 Less: Billings to date ( 1,360,120 ) Total contract assets $ 154,354 December 31, 2024 Costs and estimated earnings in excess of billings on contracts in progress $ 154,354 Billings in excess of costs and estimated earnings on contracts in progress - Net contract assets $ 154,354 Equipment Held for Sale Following the completion of specific projects in the fourth quarter of 2024, management concluded that certain pieces of equipment would no longer be required for future projects. Consequently, these items were separated and prepared for sale. The Company is expecting to sell these assets to a private party by September 30, 2025. 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 assets are currently held at fair value. The Company recorded an impairment loss of $ 738,913 as of December 31, 2024. These assets are reported within the Range Services operating business segment. Land Land is carried at cost, which includes an amount of asset retirement costs equal to the amount of asset retirement obligations recognized in connection with the Fola Acquisition. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment. Land is reported within the Range Land operating business segment. Refer to Note 3 for more details. 10 Property & Equipment Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2025 December 31, 2024 Equipment $ 2,795,858 $ 3,433,543 Accumulated depreciation ( 2,210,189 ) ( 2,542,771 ) Net book value 585,669 890,772 Depreciation expense $ 84,783 $ 1,868,997 The Company provides for depreciation of its property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six-year 6 useful lives of the assets. The Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment. These assets are reported within the Range Services operating business segment. Asset Retirement Obligations The Company recognizes asset retirement obligations (“AROs”) in accordance with ASC 410, “Asset Retirement and Environmental Obligations.” These obligations relate primarily to the Company’s legal and regulatory requirements to perform reclamation, closure, and environmental remediation activities at coal mining sites currently under management by the Company. Under federal and state mining laws, including the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”), the Company is required to restore land and water resources disturbed by coal mining activities to their original or approved alternative condition. AROs are recognized when the legal obligation is incurred, generally at the time mining activity commences or when the Company assumes responsibility for a previously disturbed mine site. The Company records the fair value of a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made. Upon initial recognition, the Company capitalizes the cost as part of the carrying amount of the related long-lived asset. The liability is subsequently accreted over time through charges to operating expense, and the capitalized asset is depreciated over its useful life. As of March 31, 2025, the Company recorded AROs of $ 43,079,071 related to the Fola Acquisition, which closed on that date. Refer to Note 3 for more details. The total undiscounted amount of estimated future cash flows required to satisfy the Company’s AROs over a 25-year projection period was approximately $ 60,617,039 as of March 31, 2025. The Company uses an annual inflation rate of 2.72 % to forecast these estimated future cash flows and a credit-adjusted risk-free rate of 7.18 % to discount these future inflation-adjusted obligations to a present value. The Company periodically reviews the estimated reclamation costs and timing assumptions used in calculating AROs. Changes in estimates are reflected in the period in which they occur. Actual costs may differ from those estimated due to changes in applicable laws and regulation, inflation, post-mine land use changes, and the final scope of the reclamation and water restoration activities. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. As of March 31, 2025, the Company had no material lease commitments for longer than one year. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, “Compensation-Stock Compensation”, whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. 11 The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Basic and Diluted Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted income (loss) per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE March 31, 2025 December 31, 2024 Options 11,590,876 11,594,210 Warrants 3,166,667 3,166,667 Total 14,757,543 14,760,877 Anti-dilutive loss per share 14,757,543 14,760,877 Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories. ● Level 1: Quoted market prices in active markets for identical assets or liabilities ● Level 2: Inputs to the valuation methodology include: ○ Quoted prices for similar assets or liabilities in active markets; ○ Quoted prices for identical assets or similar assets or liabilities in inactive markets; ○ Inputs other than quoted prices that are observable for the asset or liability; ○ Inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs that are not corroborated by market data A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. The equipment held for sale is carried at the lower of carrying amount or fair value, and is considered level 2 as it is based on market prices for similar assets. Segments As of March 31, 2025, the Company has two operating business segments: (i) Range Land and (ii) Range Services. The Fola Mine, including the royalty and lease agreements assigned in connection with the Fola Acquisition, and the Hobet Mine are reported in the Range Land operating business segment. Effective January 1, 2025, the business activities of the Range Reclaim, Range Security and Range Water operating business segments, which had been previously-reported as separate operating business segments, are now captured as part of the Range Services operating business segment. This change was implemented as each of these business segments now serve to support the reclamation and improvement of the land holdings of Range Land and not as businesses serving other customers. The change in the segment reporting is shown retrospectively in this filing. Graphium Biosciences was sold in September 2024 and therefore the drug development business segment named Graphium Biosciences is no longer reported as an operating business segment of the Company. 12 In accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing, and distribution processes. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of segment profit or loss. In addition, this ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. This ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, and the method used to allocate overhead for significant segment expenses. All current required annual segment reporting disclosures under Topic 280 are now effective for interim periods. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this ASU. The Company will continue to evaluate its segment disclosures in future reporting periods to ensure continued compliance with evolving accounting guidance and disclosure best practices. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, 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. The Company will make the requisite updates in the notes to the annual financial statements for the period ending December 31, 2025. 2. ACQUISITION OF COLLINS BUILDING & CONTRACTING On August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration of $ 1,000,000 , (b) a five-year 5 secured promissory note in the principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and (c) a two-year 2 secured promissory note in the principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”). The First Promissory Note was secured by the acquired real property and quarry infrastructure , and the Second Promissory Note was secured by the acquired equipment. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired in that transaction are set forth below. Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 . The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment purchased. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Equipment $ 6,156,000 Land 554,900 Buildings 199,500 Total assets acquired 6,910,400 Less: Gain on bargain purchase price ( 1,875,150 ) Purchase price $ 5,035,250 Cash consideration 1,000,000 Long-term notes issued to the seller 4,035,250 Total purchase price $ 5,035,250 Acquisition transaction costs incurred $ 167,212 As discussed in Note 4, on August 22, 2024, nearly all of the equipment, as well as the land and buildings were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of the First Promissory Note and the Second Promissory Note. Collins Building contributed revenues of $ 173,788 and a net loss of $ 96,967 to the Company’s consolidated revenues and net loss, respectively, for the three months ended March 31, 2024. Collins Building did not contribute any revenue or net income to the Company’s consolidated revenues and net income for the three months ended March 31, 2025. 3. ACQUISITION OF FOLA MINE SITE On March 31, 2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located in Clay and Nicholas Counties, West Virginia. As part of the Fola Acquisition, the Company acquired 15 mining permits at the Fola Mine with an estimated reclamation obligation of $ 29,282,126 and assumed an obligation to manage an additional 21 mining permits at the Fola Mine with an estimated reclamation obligation of $ 13,796,945 . As a result, on March 31, 2025, the Company recorded AROs of $ 43,079,071 related to the Fola Acquisition, and capitalized an equal amount onto the fair value of the acquired land on that same date. The Company also assumed two coal royalty contracts and one 25-year solar lease for the development of a large-scale solar project located on more than 1,500 acres at the Fola Mine. SCHEDULE OF BUSINESS ACQUISITION OF FOLA MINE SITA Estimated asset retirement obligation on 15 acquired permits $ 29,282,126 Contingent reclamation obligation on 21 permits 13,796,945 Total asset retirement obligation capitalized to land $ 43,079,071 Fair value of Fola Mine land acquired 8,561,000 Total land value of Fola Mine property $ 51,640,071 Beginning land value as of December 31, 2024 1,008,897 Land value as of March 31, 2025 $ 52,648,968 The fair value of the land acquired by the Company in connection with the 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 to the Company, as consideration provided in lieu of cash. Because the fair value of the land acquired exceeded the amount of the accounts receivable credited in connection with the Fola Acquisition, the Company recognized a bargain purchase gain of $ 5,602,484 during the three months ended March 31, 2025. SCHEDULE OF BARGAIN PURCHASE GAIN Fair value of Fola Mine land acquired $ 8,561,000 Accounts receivable credited in lieu of cash ( 2,958,516 ) Bargain purchase gain recognized $ 5,602,484 13 4. DISPOSALS AND DISCONTINUED OPERATIONS On August 22, 2024, substantially all of the assets of Collins Building were sold to its previous owner in exchange for the cancellation of all remaining debt owed to him arising from the Company’s acquisition of Collins Building in August 2023. Any projects related to Collins Building will be completed either by subcontractors or with equipment and resources of Range Environmental. The Company recognized a net loss on the Collins Building sale of $ 3,043,799 . This sale did not constitute a discontinued operation as the Company has ongoing activities related to its acquisition of Collins Building, and only certain assets were sold and debts forgiven. As of March 31, 2025, any remaining active projects related to Collins Building will be completed by the previous owner or his subcontractors at the previous owner’s expense. On September 30, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences, Inc. (“Placer”), owned by two former officers of the Company, in exchange for a warrant to purchase 1,000 shares of Placer’s common stock (then representing 25 % of the outstanding shares of Placer) at $ 0.01 per share and cash proceeds of $ 100 . The warrant to purchase shares of Placer’s common stock expires on September 30, 2034. Loss from Discontinued Operations Discontinued operations for the three months ended March 31, 2024 consists of results from Graphium Biosciences operations. The following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented on the Company’s Consolidated Statements of Operations: SCHEDULE OF DISCONTINUING OPERATIONS INCOME STATEMENT March 31, 2024 Operating expenses: Research and development $ 131,640 Total operating expenses 131,640 Loss from discontinued operations $ ( 131,640 ) 5. EQUITY Issuance of Common Stock On January 21, 2025, the Company entered into a securities 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. The aggregate proceeds to the Company were approximately $ 500,000 . On February 6, 2025, the Company entered into a securities purchase agreement for the issuance and sale of 555,556 shares of the Company’s common stock at a price of $ 0.18 per share. The aggregate proceeds to the Company were approximately $ 100,000 . 6. STOCK OPTIONS Stock options issued during the three months ended March 31, 2025 and the three months ended March 31, 2024 No stock options were granted to directors, advisors, and employees during the three months ended March 31, 2025 or the three months ended March 31, 2024. For each of the three months ended March 31, 2025 and March 31, 2024, the Company recorded $ 4,490 in stock-based compensation expense related to vested stock options. At March 31, 2025, there was $ 51,990 of unamortized cost of the outstanding stock-based awards. A summary of the Company’s stock option activity during the three months ended March 31, 2025 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance Outstanding at December 31, 2024 11,594,210 $ 0.45 Granted - - Exchanged - - Exercised - - Expired ( 3,334 ) 3.50 Forfeited - - Balance Outstanding at March 31, 2025 11,590,876 $ 0.45 Balance Exercisable at March 31, 2025 11,365,876 $ 0.45 At March 31, 2025, the 11,590,876 outstanding stock options had $ 3,630 of intrinsic value. 14 A summary of the Company’s stock options outstanding as of March 31, 2025 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant-Date Stock Price Options Outstanding, March 31, 2025 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 250,000 $ 0.38 $ 0.38 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 11,590,876 A summary of the Company’s stock options outstanding and exercisable as of March 31, 2025 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding and Exercisable, March 31, 2025 100,000 $ 0.1337 $ 0.1337 2,950,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 125,000 $ 0.38 $ 0.38 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 11,365,876 7. WARRANTS A summary of warrants to purchase common stock issued during the three months ended March 31, 2025 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance Outstanding and Exercisable at December 31, 2024 3,166,667 $ 0.56 Granted - - Exercised - - Expired - - Balance Outstanding and Exercisable at March 31, 2025 3,166,667 $ 0.56 At March 31, 2025, the 3,166,667 outstanding stock warrants had no intrinsic value. 8. LINE OF CREDIT In November 2022, the Company secured a bank line of credit with a limit of $ 1,000,000 . In November 2023, the parties amended and restated this line of credit. The line of credit, as amended, has a maturity date of December 31, 2025 , and bears interest at the fixed rate of eight and three-quarters percent ( 8.75 %). As of March 31, 2025 and December 31, 2024, the balance due under the line of credit was $ 1,000,000 . In June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 . In November 2023, the loan amount was increased to $ 1,400,000 . Principal and accrued interest payments are required in March, June, September and December. The loan has a maturity date of December 31, 2025 , and bears interest at the fixed rate of seven and three-quarters per cent ( 7.75 %). As of March 31, 2025 and December 31, 2024, the balance due under the loan was $ 1,000,000 . 15 9. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on equipment, which serves as the collateral. Interest rates on the equipment financings range from 6.2 % to 7.2 % for 2025 and mature between 2027 through 2029 . As described in Note 4, in August 2024, the Collins Building debt was cancelled in exchange for the property and substantially all of the equipment acquired in the original transaction. The Collins Building debt consisted of a five-year 5 secured promissory note with an original principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and a two-year 2 secured promissory note with an original principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”). The First Promissory Note was secured by the acquired real property and quarry infrastructure and the Second Promissory Note was secured by the acquired equipment. Both of these notes have been cancelled. In November 2024, certain equipment items no longer needed by the Company were surrendered to the financing company which held liens on the equipment, in exchange for a release of debt. The result of this transaction was a reduction of the net equipment values on the balance sheet and a reduction in long-term debt of $ 1,012,375 . A summary of payments due under the Company’s long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT Equipment Financing 2025 – due between April 1, 2025 and March 31, 2026 474,781 2026 – due between April 1, 2026 and March 31, 2027 505,680 2027 – due between April 1, 2027 and March 31, 2028 489,343 2028 – due between April 1, 2028 and March 31, 2029 520,544 2029 and later – due on April 1, 2029 and thereafter 247,582 Total long-term debt $ 2,237,930 10. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales to the Company’s largest customer were 59 % of total sales for the three months ended March 31, 2025. Sales to the Company’s largest customer for the year ended December 31, 2024 was 53 %. Accounts receivable from the same customer were 0 % of total accounts receivable as of March 31, 2025 (since the entire accounts receivable balance due from this customer was credited as in-lieu consideration in connection with the Fola Acquisition that closed on that date) and 83 % as of December 31, 2024. 11. COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations. 12. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about services, categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: (i) Range Land and (ii) Range Services. The Range Reclaim, Range Security and Range Water operating business segments, which had been previously reported as separate operating business segments are now captured within the Range Services operating business segment. As described in Note 4, the Company’s Graphium Biosciences segment was reported as discontinued operations during the third quarter of 2024, and accordingly, the results of this segment are excluded from the table below, which only reflects continuing operations for all periods presented. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision-maker has been identified as the Company’s Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. The two reportable segments that result from applying the aggregation criteria are as follows: ● Range Land – mine land acquired, reclaimed and repurposed for next generation uses ● Range Services – services in support of reclamation and repurposing of acquired mine land The Company had no inter-segment sales for the periods presented. 16 Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories Range Land Range Services Corporate Total For the three months ended March 31, 2025 Range Land Range Services Corporate Total Sales $ - $ 695,701 $ - $ 695,701 Gross profit (loss) ( 22,500 ) 26,351 - 3,851 Net income (loss) 5,579,419 ( 221,970 ) ( 257,822 ) 5,099,627 Total assets 52,648,968 1,754,617 44,734 54,448,319 Depreciation - 84,783 - 84,783 Interest expense - 82,534 8,334 90,868 Capital expenditures for long-lived assets $ - $ 100,000 $ - $ 100,000 Range Land Range Services Corporate Total For the three months ended March 31, 2024 Range Land Range Services Corporate Total Sales $ - $ 3,909,893 $ - $ 3,909,893 Gross profit (loss) - 18,854 - 18,854 Net income (loss) - ( 611,138 ) ( 471,062 ) ( 1,082,200 ) Total assets 1,009,866 18,790,075 1,004,826 20,804,767 Depreciation - 638,435 - 638,435 Interest expense - 92,978 82,280 175,258 Capital expenditures for long-lived assets $ - $ - $ - $ - 14. SUBSEQUENT EVENTS In April 2025, the Company issued options to purchase a total of 750,000 shares of the Company’s common stock to two directors and one officer with exercise prices of $ 0.148 per share that expire ten years from the date of grant. 17