Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jul. 01, 2022 | Sep. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | ECOARK HOLDINGS, INC. | ||
Trading Symbol | ZEST | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 26,466,980 | ||
Entity Public Float | $ 126,238,093 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001437491 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-53361 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 30-0680177 | ||
Entity Address, Address Line One | 303 Pearl Parkway | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | San Antonio | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78215 | ||
City Area Code | (800) | ||
Local Phone Number | 762-7293 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | RBSM LLP | ||
Auditor Firm ID | 587 | ||
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Cash ($85,000 pledged as collateral for credit as of March 31, 2022 and 2021, respectively and $251,050 and $250,413 restricted as of March 31, 2022 and 2021, respectively) | $ 407,656 | $ 1,218,104 |
Accounts receivable, net of allowance of $208,713 as of March 31, 2022 and 2021, respectively | 798,871 | 991,337 |
Inventories - Crude Oil | 107,026 | 122,007 |
Intangible assets, Bitcoin | 19,267 | |
Prepaid expenses and other current assets | 1,564,575 | 1,942,295 |
Current assets held for sale | 482,731 | 296,195 |
Total current assets | 3,380,126 | 4,569,938 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 10,329,573 | 3,695,324 |
Intangible assets, net | 1,716,331 | 2,065,145 |
Power development costs | 2,000,000 | |
Oil and gas properties, full cost-method | 6,626,793 | 12,352,479 |
Capitalized drilling costs, net of depletion | 604,574 | 2,566,052 |
Goodwill | 7,001,247 | 7,001,247 |
Right of use assets - financing leases | 301,126 | 444,852 |
Right of use assets - operating leases | 768,726 | 478,965 |
Other assets | 25,948 | |
Non-current assets of discontinued operations/held for sale | 3,222,799 | 3,416,703 |
Total non-current assets | 32,597,117 | 32,020,767 |
TOTAL ASSETS | 35,977,243 | 36,590,705 |
CURRENT LIABILITIES | ||
Accounts payable | 3,896,661 | 3,617,206 |
Accrued liabilities | 1,867,693 | 3,578,554 |
Warrant derivative liabilities | 4,318,630 | 7,213,407 |
Current portion of long-term debt | 1,181,021 | 1,055,578 |
Note payable - related parties | 577,500 | |
Current portion of lease liability - financing leases | 145,174 | 140,914 |
Current portion of lease liability - operating leases | 317,718 | 211,494 |
Current liabilities of discontinued operations/held for sale | 48,079 | 21,441 |
Total current liabilities | 11,774,976 | 16,416,094 |
NON-CURRENT LIABILITIES | ||
Lease liability - financing leases, net of current portion | 149,884 | 295,058 |
Lease liability - operating leases, net of current portion | 478,730 | 309,053 |
Long-term debt, net of current portion | 135,314 | 1,011,932 |
Asset retirement obligations | 1,303,751 | 1,531,589 |
Total non-current liabilities | 2,067,679 | 3,147,632 |
Total Liabilities | 13,842,655 | 19,563,726 |
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and 2021, respectively | ||
Common stock, $0.001 par value, 40,000,000 and 30,000,000 shares authorized, 26,364,099 and 22,705,775 shares issued and 26,247,000 and 22,589,000 shares outstanding as of March 31, 2022 and 2021, respectively | 26,364 | 22,705 |
Additional paid in capital | 183,246,061 | 167,587,659 |
Accumulated deficit | (158,868,204) | (148,912,810) |
Treasury stock, at cost | (1,670,575) | (1,670,575) |
Total stockholders’ equity before non-controlling interest | 22,733,646 | 17,026,979 |
Non-controlling interest | (599,058) | |
Total stockholders’ equity | 22,134,588 | 17,026,979 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 35,977,243 | $ 36,590,705 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit (in Dollars) | $ 85,000 | $ 85,000 |
Restricted Cash (in Dollars) | 251,050 | 250,413 |
Accounts receivable, net of allowance (in Dollars) | $ 208,713 | $ 208,713 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 30,000,000 |
Common stock, shares issued | 26,364,099 | 22,705,775 |
Common stock, shares outstanding | 26,247,000 | 22,589,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONTINUING OPERATIONS: | ||
REVENUES | $ 25,599,645 | $ 15,084,532 |
COST OF REVENUES | 13,455,913 | 14,726,936 |
GROSS PROFIT | 12,143,732 | 357,596 |
OPERATING EXPENSES | ||
Salaries and salaries related costs | 12,091,385 | 6,836,443 |
Professional and consulting fees | 1,271,247 | 1,381,774 |
Oilfield supplies and repairs | 4,467,431 | 1,909,545 |
Selling, general and administrative costs | 11,382,625 | 6,368,409 |
Depreciation, amortization, impairment, depletion, and accretion | 7,348,813 | 1,902,806 |
Bitcoin impairment losses | 7,228 | |
Research and development | 882,640 | |
Total operating expenses | 36,568,729 | 19,281,617 |
LOSS FROM CONTINUING OPERATIONS BEFORE OTHER INCOME (EXPENSE) | (24,424,997) | (18,924,021) |
OTHER INCOME (EXPENSE) | ||
Change in fair value of derivative liabilities | 15,386,301 | (18,518,459) |
Gain (loss) on exchange of warrants for common stock | 21,084,040 | |
Loss on conversion of long-term debt and accrued expenses | (3,969,165) | |
Gain (loss) on disposal of fixed assets | (104,938) | |
Loss on abandonment of oil and gas property | (109,407) | |
Loss on sale of oil and gas property and ARO | (586,292) | |
Forgiveness of debt | 1,850,133 | |
Interest expense, net of interest income | (668,050) | (2,519,783) |
Total other income (expense) | 14,131,959 | (2,287,579) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND DISCONTINUED OPERATIONS | (10,293,038) | (21,211,600) |
DISCONTINUED OPERATIONS: | ||
Income (loss) from discontinued operations | (176,414) | 380,163 |
Gain on disposal of discontinued operations | ||
Total discontinued operations | (176,414) | 380,163 |
LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (10,469,452) | (20,831,437) |
PROVISION FOR INCOME TAXES | (85,000) | (58,000) |
NET LOSS | (10,554,452) | (20,889,437) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 629,058 | |
NET LOSS TO CONTROLLING INTEREST | $ (9,925,394) | $ (20,889,437) |
NET LOSS (INCOME) PER SHARE – BASIC AND DILUTED | ||
Continuing operations (in Dollars per share) | $ (0.38) | $ (1.03) |
Discontinued operations (in Dollars per share) | (0.01) | 0.02 |
NET LOSS (INCOME) PER SHARE - BASIC (in Dollars per share) | $ (0.39) | $ (1.01) |
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED (in Shares) | 25,131,399 | 20,550,812 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) - USD ($) | Preferred | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Non-controlling Interest | Total |
Balances at Mar. 31, 2020 | $ 1 | $ 17,175 | $ 135,422,349 | $ (128,023,373) | $ (1,670,575) | $ 5,745,577 | |
Balances (in Shares) at Mar. 31, 2020 | 1,082 | 17,175,248 | |||||
Shares issued in the exercise of warrants, net of expenses | $ 3,172 | 16,116,423 | 16,119,595 | ||||
Shares issued in the exercise of warrants, net of expenses (in Shares) | 3,171,723 | ||||||
Shares issued in the exercise of stock options | $ 149 | 501,809 | 501,958 | ||||
Shares issued in the exercise of stock options (in Shares) | 149,157 | ||||||
Shares issued in conversion of debt and accrued interest | $ 716 | 6,576,060 | 6,576,776 | ||||
Shares issued in conversion of debt and accrued interest (in Shares) | 715,958 | ||||||
Shares issued in conversion of accounts payable and accrued expenses | $ 93 | 676,062 | 676,155 | ||||
Shares issued in conversion of accounts payable and accrued expenses (in Shares) | 93,285 | ||||||
Conversion of preferred shares (Series C) to common shares | $ (1) | $ 308 | (307) | ||||
Conversion of preferred shares (Series C) to common shares (in Shares) | (1,082) | 308,019 | |||||
Shares issued services rendered | $ 30 | 485,219 | 485,249 | ||||
Shares issued services rendered (in Shares) | 30,500 | ||||||
Shares issued in acquisition of oil and gas reserves and fixed assets | $ 171 | 2,749,829 | 2,750,000 | ||||
Shares issued in acquisition of oil and gas reserves and fixed assets (in Shares) | 171,010 | ||||||
Shares issued in registered direct offering, net of amount allocated to derivative liability | $ 889 | 3,010,115 | 3,011,004 | ||||
Shares issued in registered direct offering, net of amount allocated to derivative liability (in Shares) | 888,889 | ||||||
Fractional adjustment | $ 2 | 2 | |||||
Fractional adjustment (in Shares) | 1,986 | ||||||
Share-based compensation | 2,050,100 | 2,050,100 | |||||
Net income (loss) for the period | (20,889,437) | (20,889,437) | |||||
Balances at Mar. 31, 2021 | $ 22,705 | 167,587,659 | (148,912,810) | (1,670,575) | 17,026,979 | ||
Balances (in Shares) at Mar. 31, 2021 | 22,705,775 | ||||||
Shares issued in the exercise of stock options, including cashless exercises | $ 20 | 28,280 | 28,300 | ||||
Shares issued in the exercise of stock options, including cashless exercises (in Shares) | 20,265 | ||||||
Shares issued for services rendered | $ 160 | 916,191 | 916,351 | ||||
Shares issued for services rendered (in Shares) | 159,796 | ||||||
Shares issued in registered direct offering, net of amount allocated to derivative liability | $ 3,478 | 8,023,601 | 8,027,079 | ||||
Shares issued in registered direct offering, net of amount allocated to derivative liability (in Shares) | 3,478,261 | ||||||
Shares issued by Agora Digital Holdings, Inc. for services rendered, net of amounts prepaid | 4,683,756 | 4,683,756 | |||||
Fractional adjustment | $ 1 | (1) | |||||
Fractional adjustment (in Shares) | 2 | ||||||
Share-based compensation | 2,006,575 | 2,006,575 | |||||
Recognition of non-controlling interest | (30,000) | 30,000 | |||||
Net income (loss) for the period | (9,925,394) | (629,058) | (10,554,452) | ||||
Balances at Mar. 31, 2022 | $ 26,364 | $ 183,246,061 | $ (158,868,204) | $ (1,670,575) | $ (599,058) | $ 22,134,588 | |
Balances (in Shares) at Mar. 31, 2022 | 26,364,099 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | ||
Net loss | $ (9,925,390) | $ (21,269,600) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Change in non-controlling interest | (629,058) | |
Depreciation, amortization, depletion, and accretion | 7,348,813 | 1,902,807 |
Bitcoin impairment losses | 7,228 | |
Share-based compensation | 2,006,575 | 2,050,100 |
Bad debt, net of recovery | 183,713 | |
Change in fair value of derivative liabilities | (15,386,301) | 18,518,459 |
Loss on disposal of oil and gas property, ARO and fixed assets | 586,292 | 104,938 |
Forgiveness of debt | (1,850,133) | |
(Gain) loss on exchange of warrants | (21,084,040) | |
Common shares issued for services | 916,351 | 485,249 |
Common shares issued for services - Agora | 4,683,756 | |
Loss on abandonment of oil and gas property | 109,407 | |
Warrants granted for interest expense | 545,125 | 2,040,724 |
Warrants granted for commissions | 744,530 | 308,205 |
Loss on conversion of debt and liabilities to common stock | 3,969,165 | |
Amortization of debt discount | 149,394 | |
Commitment fees on long-term debt | 25,855 | |
Changes in assets and liabilities | ||
Accounts receivable | 192,466 | (1,028,190) |
Inventory | 4,456 | (122,007) |
Prepaid expenses and other current assets | 352,259 | (941,654) |
Intangible assets - Bitcoin | (26,495) | |
Amortization of right of use asset - financing leases | 143,726 | 144,250 |
Amortization of right of use asset - operating leases | 216,844 | 158,303 |
Other assets | (4,475) | |
Interest on lease liability - financing leases | (10,373) | (14,481) |
Operating lease expense | (230,704) | (79,530) |
Accounts payable | 385,350 | 2,953,465 |
Accrued liabilities | (1,674,997) | 949,531 |
Total adjustments | 201,698 | 8,903,200 |
Net cash used in operating activities of continuing operations | (9,723,692) | (12,366,400) |
Net cash used in discontinued operations | (160,403) | (218,371) |
Net cash used in operating activities | (9,884,095) | (12,584,771) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Advance of note receivable | (275,000) | |
Payment of power development costs | (2,000,000) | |
Purchases of oil and gas properties, net of asset retirement obligations | (303,500) | (3,215,060) |
Drilling costs capitalized | (2,696,542) | |
Proceeds from sale of oil and gas properties | 906,274 | |
Proceeds from the sale of fixed assets | 2,500 | 41,770 |
Purchase of fixed assets | (7,223,479) | (240,733) |
Net cash used in investing activities | (8,618,205) | (6,385,565) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Proceeds from the issuance of common stock in a registered direct offering, net of fees | 19,228,948 | 7,666,303 |
Proceeds from exercise of warrants, net of fees | 16,119,595 | |
Proceeds from exercise of stock options | 28,300 | 501,958 |
Reduction of finance lease liability | (130,541) | (122,324) |
Proceeds from notes payable - related parties | 141,000 | 603,553 |
Repayments of notes payable - related parties | (718,500) | (1,622,566) |
Proceeds from long-term debt | 570,000 | 1,866,656 |
Repayment of long-term debt | (1,427,355) | (4,100,838) |
Repayment to prior owners | (1,130,068) | |
Net cash provided by financing activities | 17,691,852 | 19,782,269 |
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | (810,448) | 811,933 |
CASH AND RESTRCITED CASH - BEGINNING OF YEAR | 1,218,104 | 406,171 |
CASH AND RESTRICTED CASH - END OF YEAR | 407,656 | 1,218,104 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 161,225 | 768,870 |
Cash paid for income taxes | ||
SUMMARY OF NON-CASH ACTIVITIES: | ||
Reclassification of assets of discontinued operations to current operations in fixed assets | 193,904 | |
Bifurcation of derivative liability in registered direct offering | 11,201,869 | |
Recognition of non-controlling interest | 30,000 | |
Preferred stock converted into common stock | ||
Conversion of long-term debt and notes payable and accrued interest into common stock | 6,576,776 | |
Conversion of accounts payable and accrued liabilities into common stock | 676,155 | |
Shares issued for acquisition of oil and gas reserves and fixed assets, net of asset retirement obligations | 2,860,000 | |
Note receivable offset against oil and gas reserves in acquisition of Rabb | 304,475 | |
Lease liability recognized for ROU asset | 506,605 | 440,681 |
Trade in of vehicle for ROU asset | 55,525 | |
Trade in of vehicle for long-term debt | 80,325 | |
Derivative liability recorded in issuance of common stock | $ 4,655,299 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings Inc. (“Ecoark Holdings” or the “Company”) is a diversified holding company, incorporated in the State of Nevada on November 19, 2007. Through Ecoark Holdings’ wholly owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations on over 30,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) the Bitcoin mining operation. The Company recently sold its financial services business. See Note 25, “Subsequent Events.” Since the acquisition of Banner Midstream Corp. on March 27, 2020, which currently comprises the exploration, production and drilling operations, the Company has focused its efforts to a considerable extent on expanding its exploration and production footprint and capabilities by acquiring real property and working interests in oil and gas mineral leases. The Company’s principal subsidiaries consist of Ecoark, Inc. (“Ecoark”), a Delaware corporation which is the parent of Zest Labs, Inc. (“Zest Labs”), Banner Midstream Corp., a Delaware corporation (“Banner Midstream”) and Agora Digital Holdings, Inc., a Nevada corporation (“Agora”) who was assigned the membership interest in Trend Discovery Holdings LLC, a Delaware limited liability corporation (all references to “Trend Holdings” or “Trend” are now synonymous with Agora) from the Company on September 17, 2021 upon its formation, which includes Bitstream Mining, LLC, the Company’s Bitcoin mining subsidiary. On March 27, 2020, the Company and Banner Energy Services Corp., a Nevada corporation (“Banner Parent”), entered into a Stock Purchase and Sale Agreement (the “Banner Purchase Agreement”) to acquire Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream. Banner Midstream has four operating subsidiaries: Pinnacle Frac Transport LLC (“Pinnacle Frac”), Capstone Equipment Leasing LLC (“Capstone”), White River Holdings Corp. (“White River”), and Shamrock Upstream Energy LLC (“Shamrock”). Pinnacle Frac provides transportation of frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield transportation service contractors. These two operating subsidiaries of Banner Midstream are revenue producing entities. White River and Shamrock are engaged in oil and gas exploration, production, and drilling operations on over 30,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. On June 11, 2020, the Company acquired certain energy assets from SR Acquisition I, LLC for $1,000 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-ins with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. One of the leases acquired in this transaction was sold in November 2020. On June 18, 2020, the Company acquired certain energy assets from SN TMS, LLC for $500 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. On August 14, 2020, the Company entered into an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas limited liability company and a wholly owned subsidiary of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225,000 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500,000 consisting of (i) $1,500,000 in cash, net of $304,475 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 102,828 shares. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On September 4, 2020, White River SPV 3, LLC, a wholly owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with a privately held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500,000 in cash to the Assignor. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV pre-funded a majority of the cost, $5,746,941, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation of which $3,387,000 was expensed as drilling costs. The Participation Agreement required the drilling costs that were paid into a designated escrow account at the commencement of the drilling in January 2021, which it was. BlackBrush agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, BlackBrush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Prior to payout, the Company will own 90% of the working interest and 67.5% of the net revenue interest in each well. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year and/or maintain leasehold by paying its proportionate share of any rental payments. On September 30, 2020, the Company and White River Energy, LLC (“White River Energy”), a wholly owned subsidiary of the Company entered into three Asset Purchase Agreements (the “Asset Purchase Agreements”) with privately held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. The purchase prices of these leases were $125,474, $312,264 and $312,262, respectively, totaling $750,000. The consideration paid to the Sellers was in the form of 68,000 shares of common stock. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. In February and March 2021, the Company acquired additional leases for $916,242 under the Blackbrush/Deshotel lease related to the Participation Agreement. On August 16, 2021 the Company and Shamrock Upstream Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with a privately-held limited liability company to acquire working interests in the Luling Prospect for $250,000. No other assets were acquired in this transaction, nor was there any recognized ARO for this working interest. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On September 1, 2021 the Company and White River Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with several individuals to acquire working interests in the various leases in Concordia, LA for $53,500. No other assets were acquired in this transaction, nor was there any recognized ARO for this working interest. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Effective with the opening of trading on December 17, 2020, the Company effected a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. The reverse stock split was implemented without obtaining stockholder approval as permitted by Nevada law, and the authorized common stock was proportionately reduced to 40,000,000 shares. All share and per share figures are reflected on a post-split basis herein. Effective December 29, 2020, the Company amended its Articles of Incorporation to reduce the authorized common stock from 40,000,000 shares to 30,000,000 shares. On December 31, 2020, the Company completed a registered direct offering, whereby the Company issued 888,889 shares of common stock and 888,889 accompanying warrants to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62,222 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. On April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark and Zest a total of $115 million in damages which includes $65 million in compensatory damages and $50 million in punitive damages and found Walmart Inc. liable on three counts. The federal jury found that Walmart Inc. misappropriated Zest’s trade secrets, failed to comply with a written contract, and acted willfully and maliciously in misappropriating Zest’s trade secrets. The Company has filed post-trial motions to add an award for their attorneys’ fees as the prevailing party in the litigation. In addition to other post-trial motions, Walmart, Inc. has filed a renewed motion for judgment as a matter of law or, in the alternative, for remittitur or a new trial. As of the date of this Report, the court has not ruled on any of the post-trial motions. Trend Holdings formed four subsidiaries including: Bitstream Mining, LLC, a Texas limited liability company (“Bitstream”) on May 16, 2021. In addition Trend Holdings owned Barrier Crest, LLC (“Barrier Crest”) that was acquired along with Trend Capital Management, Inc. (“TCM”) that was acquired by Ecoark on May 31, 2019. On June 17, 2022, Agora sold Trend Holdings to an entity formed by the investment manager of Trend Discovery LP and Trend Discovery SPV and sold Trend Discovery Exploration LLC (“Trend Exploration”) to the Company. See Note 25, “Subsequent Events”. The Company reclassified the operations of Barrier Crest and Trend Capital Management, as discontinued operations as the disposal represents a strategic shift that will have a major effect on the Company’s operations and financial results. The Company made this determination for these segments to be held for sale as the criteria established under ASC 205-20-45-1E have been satisfied as of June 8, 2022. Under ASC 855-10-55, the Company has reflected the reclassification of assets and liabilities of these entities as held for sale and the operations as discontinued operations as of and for the year ended March 31, 2022. The Company accounted for this sale as a disposal of the business under ASC 205-20-50-1(a) upon the closing of the sale at which time the gain or loss was recognized. The Company assigned its membership interest in Trend Holdings and its related wholly owned subsidiaries to Agora on September 22, 2021, for the sale of the initial 100 shares for $10. On October 1, 2021, the Company purchased 41,671,121 shares of Agora common stock for $4,167,112 which Agora used to purchase equipment to commence the Bitstream operations. Agora was organized by Ecoark Holdings to enter the Bitcoin mining business. Because of regulatory uncertainty over Bitcoin being deemed to be securities, Agora’s initial focus is on mining Bitcoin which we believe is not a security. Because of regulatory concerns and the changing regulatory environment, Agora intends to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities. On November 19, 2021 Agora filed a registration statement on Form S-1 (File No. 333-261246) in connection with its initial public offering of 10,000,000 units comprised of shares of common stock and warrants to purchase an equal number of shares of common stock. The Agora registration statement has undergone a series of amendments since its initial filing in November 2021 and has not yet been declared effective by the Securities and Exchange Commission (“SEC”). In addition, in connection with Agora public offering, Agora has applied for its common stock and warrants to be listed on The Nasdaq Capital Market. Subject to completion of the Agora public offering and a Nasdaq uplisting described below, the Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark Holdings’ common stockholders and holders of common stock equivalents. Ecoark Holdings plans to distribute 80% of the Agora common stock it holds to its stockholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark Holdings plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the board of directors of the Company (the “Board”) to divest Agora, the Company has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10. On August 4, 2021, the Company’s common stock commenced trading on the Nasdaq Capital Market. On October 6, 2021, the Company held a Special Meeting of Stockholders, at which the stockholders approved (a) an amendment to the Articles of Incorporation to increase the number of shares of authorized common stock of the Company from 30,000,000 shares to 40,000,000 shares; (b) an amendment to the Ecoark Holdings 2017 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance under this plan from 800,000 shares to 1,300,000 shares; and (c) the issuance of 272,252 restricted stock units and an additional 63,998 restricted stock units to the then President of Zest Labs and director of the Company under this Plan, in exchange for the cancellation of 672,499 previously issued stock options. Overview of Agora Digital Holdings, Inc. Bitstream Bitstream was organized to be our principal Bitcoin mining subsidiary. Bitstream has entered into a series of agreements and arrangements including arranging for a reliable and economical electric power source needed to efficiently mine Bitcoin, order miners, housing infrastructure and other infrastructure to mine Bitcoin and locate a third-party hosting service to operate the miners and the service’s more advanced miners. Agora has spent (and agreed to spend) between $12-$14 million in connection with these agreements, not including future revenue sharing. Agora began beta testing its initial miners in mid-November 2021 and by the quarter ended September 30, 2022, we anticipate the Bitmain miners supplied by the counterparty will be operational. Bitstream anticipates that they will deploy and operate data centers (facilities) with the sole purpose of mining Bitcoin, with Bitcoin initially as the focus. Agora anticipates powering these data centers by acquiring a long-term power contract to purchase electric power from the electric grid in Texas. Once the business is operational, Bitstream intends to continuously add data center facilities by reinvesting their revenues. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues. Bitstream plans to utilize the energy to power its energy intensive operations of Bitcoin mining. Additionally, if Texas experiences another power shortage during the winter or summer months from extreme weather conditions, Bitstream would be able to arbitrage power at favorable margins. Bitstream will do this by temporarily shutting down their Bitcoin mining operations and selling their purchased power back to the grid at favorable margins. In the winter of 2021, during the blackout, the price per kWh exceeded $10 at its peak imbalance, whereas Bitstream’s power cost is expected to be less than $0.03 per kWh. Bitstream has: ● entered into a letter of intent to obtain a source of electric power in West Texas, including the initial 12 megawatts (“MW”) of power, and an increase to 48 MW in the next six to twelve months, and has also entered into a second letter of intent for an additional 30 MW at a second location; subject in each case to entering into a definitive power purchase agreement with the retail power provider; ● paid the power management company $2,422,500 which includes $2,000,000 in power development fees and is negotiating definitive agreements for the power; and ● ordered 5,000 used Canaan AvalonMiners 841 13 tera hash per second (“TH/s”) miners for $1,350,000 plus shipping costs, which have all been delivered to the West Texas data centers. Priority Power Management, LLC Letters of Intent to develop high performance data centers On September 3, 2021, Bitstream entered into a letter of intent with PPM under which PPM will build a high-performance data center, which includes site acquisition, development and sourcing of electrical capacity of 12 MWs at a West Texas location. This letter of intent is subject to execution of a definitive agreement. The execution of a definitive agreement has been delayed pending closing of the Agora offering. We paid PPM a development fee of $1,000,000 and reimbursed it $96,000 which PPM paid to the utility for access to power that is imminently available and has longer term potential to reach a higher capacity. PPM has advised us that it has arranged for 12 MW of available capacity by signing a Distribution Facilities Extension Agreement (“DFEA”) with the utility and posting the required deposit of $96,000. On October 20, 2021, Bitstream entered into a second letter of intent with PPM under which PPM will build a high-performance data center, which includes site acquisition, development and sourcing of electrical capacity of 30 MWs at a second West Texas location. This supplements the Company’s September 3, 2021 agreement to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power assuming execution of a definitive agreement. The execution of a definitive agreement has been delayed pending closing of the Agora offering. In connection with the second letter of intent, we paid PPM another development fee of $1,000,000 and reimbursed it $326,500 which PPM paid to a utility. We also agreed to pay PPM an additional $1,628,000 upon entering into the definitive agreement. PPM has advised us that it has arranged for 30 MW of available capacity by signing another DFEA with the utility for this second location and posting the required deposit of $326,500. Both utility deposits will be used by the utility to cover any expenses incurred in readying their respective infrastructure to serve Bitstream’s contracted capacity under the DFEAs and reimburse any unspent monies. Both development fees paid to PPM for the right to the DFEAs are classified as non-current assets. Once Bitstream acquires control of either site (which will occur upon entering into definitive agreements), the respective development fee shall be allocated to the costs of construction of the centers and depreciated over the estimated useful lives of the components of the assets acquired. There are uncertainties of Bitstream being able to fulfill its obligations under the terms of the respective agreements if there is a lack of availability of miners to consume the entire capacity required within the required timeframe. We believe that this is an unlikely scenario provided, that capital is available as Bitstream was able to attain equipment during the peak of the market without issues. In connection with the increase in electrical capacity, the Company has agreed to pay a total of $2,954,500, consisting of a $2,628,000 development fee, of which $1,628,000 will be due and payable upon completion of the public offering or execution of the definitive agreement and a $326,500 reimbursement for payments made by the power management company to the electric utility to obtain the power. Of this amount $1,326,500 has already been paid. The development fee and utility deposits are directly attributed to the planned development and construction of the high-performance data centers. The Company concluded the planned development and construction of the performance data centers are identifiable assets pursuant to ASC 805-20-05-1. Upon completion and acquisition of the respective data centers, these deposits will be applied to the development and construction costs and recorded as a cost component of the assets acquired. To the extent that any deposits are non-refundable, and the associated acquisition process is terminated or no longer determined probable, the fees, deposits and any additional related pre-acquisition costs will be charged to general and administrative expenses. Management reviews the likelihood of the acquisition of assets in conjunction with its periodic asset impairment analysis. Mining Equipment In September 2021 Bitstream ordered 5,000 used Canaan AvalonMiners 841 13 TH/s miners for $1,350,000. Bitstream has received all 5,000 units. Bitstream’s plan is to use trailer or shipping container-like units as housing infrastructure to house our miners. We have leased a warehouse in West Texas to stage and test equipment prior to deploying to production within containers. As of June 30, 2022, 550 miners were operating. Bitstream has partnered with another third-party vendor to build entry level housing infrastructure to deploy the initial mining equipment in November. In August 2021, Bitstream entered into an agreement with a third party which will supply Bitstream with more advanced housing infrastructure in exchange for approximately $375,000. Delivery of this enhanced housing infrastructure is expected in the quarter ended September 30, 2022. On December 9, 2021, Bitstream signed a lease agreement for 20 acres of land near the power substation upon which Bitstream will place the housing infrastructure. The counterparty executed the lease agreement on December 10, 2021. On January 3, 2022, the Company finalized a land purchase agreement for a separate parcel of 20 acres of land ($12,500 per acre) in West Texas for $250,000, of which $125,000 was reimbursed to the Company. The Company has an option to sell back this land to the sellers at $400 per acre upon cessation of the land being used as a data center. In September 2021, Bitstream entered into a binding agreement referred to as a Memorandum of Understanding with Elite Mining Inc. (the “Hosting Company”) that will supply high speed miners, host Agora’s data center and operate the miners it installs. In Phase 1 which is a beta test phase, Bitstream paid $600,000 to the Hosting Company which will also supply 6 MW capacity’s worth of very high speed and efficient miners beginning in January 2022. Bitstream has an option to purchase these high-speed miners at replacement cost (which may be higher than current cost). The Hosting Company may provide hosting for third parties during Phase 1 which reduces the cash flow for Bitstream. This hosting agreement will also allow us to rapidly utilize the full 42 MW of electricity under the initial power purchase agreement as more fully described below. The agreement also contemplates increasing the electricity capacity at the facility to 40 or 60 MW, although no assurances can be given that we will be successful in sourcing the power. We can terminate the hosting agreement as soon as we have secured sufficient capital to replace the hosted Bitmain S19 Pros with our own. Once Bitstream purchases the high-speed miners, the Hosting Company cannot host third parties. Under the agreement, Agora has agreed to pay the Hosting Company $100,000 per mobile unit. The agreement provides that the Hosting Company may terminate its relationship with Bitstream at a date greater than four years after May 1, 2022, which was the target date for the beginning of Phase 2, or the termination date of September 14, 2025, whereupon all equipment and infrastructure will be retained by Bitstream for Bitstream’s continued operations. The agreement expires on the termination date, unless renewed by the parties. Under the hosting agreement, the Hosting Company will host third parties’ Bitmain Antminer S19 miners at the Company’s site location, and we will receive 100% of the resulting revenue for mining production at up to the hash rate (TH/s) at which Bitmain has indicated that the miners will operate, and 65% of the mining production which exceeds that hash rate. For example, if Bitmain indicates that a miner will operate at a hash rate of 100 TH/s and the miner operates at 150 TH/s, the Company would receive 100% of the stated manufacturer clock rate attributable to 100 TH/s and 65% of the revenue attributable to the overclock rate including the additional 50 TH/s. Under the agreement, we will also have the ability to purchase the hosted miners in a “virtual swap” transaction. The virtual swap is essentially a call option which allows us to purchase the hosted miners located at our site from the third parties who own them by delivering the third parties new S19 miners at their new mining location. When we deliver the replacement equipment, the mining revenue from the hosted miners at our site will then be routed to our digital wallet. By already having miners installed and operating, the virtual swap will allow us to bypass the logistical challenges of removing the current mining equipment at our site that is owned by the hosted parties and replacing it with new equipment owned by us, by instead enabling us to purchase the equipment already at our site. While we do not have an agreement in place for the purchase of replacement S19 miners, we expect to use either one or more suppliers or brokers, or to transact directly with Bitmain, the manufacturer, to purchase the replacement miners for the virtual swap. The virtual swap will take effect after 60 days’ notice by us. We intend to use a portion of the proceeds from the Agora offering to pay for the virtual swap, which would result in upgrading our mining fleet by adding superior miners to the Canaan AvalonMiner 841, which have relatively lower hash rates and are being used by us to “beta test” our initial facility while still generating approximately $61,500 of revenue per month per continuously running a 550-unit container. We are in the process of building two additional mining infrastructure units to commence mining with more of the AvalonMiner 841s that have been delivered but are not currently being operated. We expect to have the two additional units installed and operating by the quarter ending September 30, 2022. Our current production rate of our beta test facility with the single unit is two petahashes per day (PH/s per day), which is expected to increase when the additional units are constructed and operational. The Hosting Company uses immersion cooling for the miners it installs for Bitstream. Immersion cooling is a cooling technique where Bitcoin mining units are submerged in a specialized fluid to keep the integrated circuits operating at lower temperatures. When successful, this has the potential to: prolong equipment life, enhance microchip efficiencies, and provides the opportunity to “overclock” the rig, i.e., running at speeds beyond factory specified design. Overclocking, including when assisted by immersion cooling, is a technique that can be used to increase a miner’s overall hash rate. Phase 2 was planned to begin in May 2022 which is subject to Bitstream agreeing to proceed. If Bitstream elects to enter Phase 2, it will be required to loan the Hosting Company the funds to develop a mining site in Texas on terms to be negotiated. Bitstream will have certain rights to the production capacity from Phase 2 and will pay the Hosting Company for its services. Once the business is fully operational, Agora intends to continuously add data center platforms by reinvesting cash and potentially utilizing leverage to scale operations. All data centers will be remotely managed with |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS On June 17 Current assets as of March 31, 2022 and 2021 – Held for Sale: 2022 2021 Cash $ 68,541 $ 97,974 Accounts receivable 277,089 145,127 Prepaid expenses 137,101 53,094 $ 482,731 $ 296,195 Non-current assets as of March 31, 2022 and 2021 – Held for Sale: 2022 2021 Goodwill $ 3,222,799 $ 3,222,799 Equipment - Pinnacle - 193,904 $ 3,222,799 $ 3,416,703 Current liabilities as of March 31, 2022 and 2021 – Held for Sale: 2022 2021 Accounts payable and accrued expenses $ 48,079 $ 12,215 Other current liabilities - 9,226 $ 48,079 $ 21,441 The Company reclassified the following operations to discontinued operations for the years ended March 31, 2022 and 2021, respectively. 2022 2021 Revenue $ 795,448 $ 478,342 Operating expenses 971,862 98,179 Provision for income taxes - - Net loss (income) from discontinued operations $ (176,414 ) $ 380,163 As of April 1, 2021, all of the equipment assets and accounts payable of Pinnacle Vac Services LLC (“Pinnacle Vac”) were transitioned into Capstone to continue servicing the debt. As a result, there are no assets or liabilities of discontinued operations that remain, and no income or loss from discontinued operations for the years ended March 31, 2022 and 2021. |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 3: REVENUE The Company recognizes revenue when it transfers promised services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those services. The following table disaggregates the Company’s revenue by major source for the years ended March 31: 2022 2021 Revenue from continuing operations: Bitcoin mining $ 26,495 $ - Oil and Gas Production 6,814,706 2,362,577 Transportation Services 18,457,567 12,318,309 Fuel Rebate 251,945 243,961 Equipment Rental and other 48,932 159,685 $ 25,599,645 $ 15,084,532 There were no significant contract asset or contract liability balances for all periods presented. The Company elected the practical expedients in paragraphs 606-10-50-14 and 50-14A and does not disclose the amount of transaction price allocated to remaining performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed, or variable consideration related to future service periods. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. Bitcoin Mining Providing computing power to solve complex cryptographic algorithms in support of Bitcoin blockchains, in a process known as “solving a block”, is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with mining pool operators, its customers. The Company satisfies its performance obligation over time as it provides computing power. The contract term is short, limited to the period of time the Company’s miners are contributing to the mining pool computational operations in support of the blockchain, measured in “hash rate” or “hashes per second”. The contract term is the payout period under the Company’s mining pool contracts, which is a twenty-four-hour period. After each contract period, the Company has the right to renew the contract for subsequent, successive payout periods. Bitcoin received in exchange for providing computing power represents noncash consideration. The fair value of the noncash consideration determined at contract inception is recognized in revenue as the Company performs over the contract term using an output method based on hash rate contributed. Changes in the fair value of the noncash consideration post-contract consideration due to reasons other than form of consideration (that is, other than the price of bitcoin or ether) are estimated under the expected value method but constrained from inclusion in the transaction price (and hence revenue) until end of the contract term when the uncertainty has been resolved and amount is known. The Company receives payment for its provision of hash rate under the Pay-Per-Shares-Plus (“PPS+”) payment method. The payment method contains two components, (1) the block rewards issued by the blockchain network and paid by the mining pool operator, and (2) transaction fees generated from (paid by) blockchain users and distributed (paid out) to individual miners by the mining pool operator. The pool, as a collective entity, develops its own technology that, on one end, gathers individual miner’s hash rate, and on the other end contributes hash rate to the network to compete for block rewards from the network. For PPS+, as long as individual miners contribute hash rate to the pool, the Company (as an individual miner) is entitled to receive its corresponding amount of block rewards based on the mining pool’s calculation methodology, which is standard across pool operators. Block rewards are the new coins awarded to Bitcoin miners by the network (bitcoin for the bitcoin network) and is a theoretical number calculated by the mining pool operator based on inputs including difficulty level, network hash rate, and block rewards (for example, 6.25 for Bitcoin). Transaction fees refers to the total fees paid by users of the network to execute transactions. Digital asset transaction fees are payable to the mining pool operator to cover the costs of maintaining the pool and are deducted from the block reward payout. This fee is deducted from the block reward the Company receives and recorded as a reduction of revenue because it does not represent payment for a distinct good or service. |
Inventories
Inventories | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4: INVENTORIES The Company’s inventory as of March 31, 2022 and 2021 of $107,026 and $122,007, respectively, consisted of crude oil of approximately 4,935 and 6,198 barrels of unsold crude oil, respectively, using the lower of cost (LIFO) or net realizable value. |
Note Receivable
Note Receivable | 12 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 5: NOTE RECEIVABLE The Company entered into a $225,000 senior secured convertible promissory note on June 18, 2020 with Rabb Resources, LTD. The Company had an existing note in the amount of $25,000 that had not been secured, and rolled an additional $200,000 into Rabb Resources, LTD, whereby the entire amount became secured. The note was non-interest bearing if paid or converted within forty-five days of the issuance date of June 18, 2020 (August 2, 2020, which is the maturity date). If not paid or converted, the note bore interest at 11% per annum, paid in cash on a quarterly basis. This note was convertible into shares of Rabb Resources, LTD. based on a valuation of Rabb Resources, LTD. into shares of that company at a value of the $225,000. The Company advanced an additional $50,000 on July 8, 2020 and $25,000 on August 7, 2020 to bring the total note receivable to $300,000. This amount plus the accrued interest receivable of $4,475 was due as of August 14, 2020. On August 14, 2020, the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD. which included the acquisition of real property. The purchase price for this acquisition was $3,500,000, of which $1,196,000 was paid in cash (after applying the outstanding principal of the note receivable and accrued interest receivable against the $1,500,000 agreed upon cash consideration) and the balance was paid in common stock of the Company. The Company accounted for this acquisition as an asset purchase (see Note 18). There were no amounts outstanding as of March 31, 2022 and 2021, respectively. |
Bitcoin
Bitcoin | 12 Months Ended |
Mar. 31, 2022 | |
Bitcoin [Abstract] | |
BITCOIN | NOTE 6: BITCOIN The Company commenced their Bitcoin mining operations in November 2021. During the period November 2021 through March 31, 2022, the Company mined 0.57361732 Bitcoins. The value of the Bitcoin mined was $26,495. During this period ended, the Company recognized Bitcoin impairment losses of $7,228, to bring the carrying value of the Bitcoin down to its fair value. The carrying value at March 31, 2022 was $19,267, which represents the lowest fair value of the Bitcoins at any time since their mining. The Company did not sell any of its Bitcoin at any point during this period ended March 31, 2022. The following table presents additional information about the Company’s Bitcoin holdings during the year ended March 31, 2022: Beginning balance – April 1, 2021 $ - Bitcoin mined at initial fair value 26,495 Bitcoin impairment losses (7,228 ) Ending balance – March 31, 2022 $ 19,267 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2022 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of March 31, 2022 and 2021: March 31, March 31, Zest Labs freshness hardware $ 2,493,326 $ 2,493,326 Computers and software costs 221,988 221,988 Land 265,000 140,000 Buildings 236,000 236,000 Leasehold improvements – Pinnacle Frac 18,052 18,052 Mining technology equipment– Bitcoin 7,065,640 - Machinery and equipment – Bitcoin 91,132 - Machinery and equipment – Technology 200,019 200,019 Machinery and equipment – Commodities 3,543,554 3,384,871 Total property and equipment 14,134,711 6,694,256 Accumulated depreciation and impairment (3,805,138 ) (2,998,932 ) Property and equipment, net $ 10,329,573 $ 3,695,324 As of March 31, 2022 and 2021, the Company performed an evaluation of the recoverability of these long-lived assets. On April 1, 2021, the Company placed back in service equipment of $201,388 with accumulated depreciation of $7,484 which were part of discontinued operations related to Pinnacle Vac. These assets are equipment related to Capstone who is servicing the debt related to the assets. The Company has $6,720,809 in assets that have not placed into service as of March 31, 2022. The Company in April 2021 traded in a truck with a value of $5,447 for a new truck with a value of $2,532 and received cash of $2,500 in the exchange. In February 2022, the Company traded in a vehicle valued at $51,806 for a new vehicle valued at $91,132. Depreciation expense for the years ended March 31, 2022 and 2021 was $698,999 and $684,024, respectively. Additionally, for the year ended March 31, 2022, the Company impaired the remaining $116,256 in undepreciated fixed assets related to their technology segment. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 8: INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following as of March 31, 2022 and 2021: March 31, March 31, Patents $ 1,012,672 $ 1,012,672 Customer relationships 2,100,000 2,100,000 Non-compete agreements – Banner Midstream 250,000 250,000 Outsourced vendor relationships 1,016,736 1,016,736 Non-compete agreements – Zest Labs 340,215 340,215 Total intangible assets 4,719,623 4,719,623 Accumulated amortization and impairment (3,003,292 ) (2,654,478 ) Intangible assets, net $ 1,716,331 $ 2,065,145 In the acquisition of Banner Midstream, the Company acquired the customer relationships and non-compete agreements valued at $2,350,000. The estimated useful lives of the customer relationships are ten years based on the estimated cash flows from those customer contracts, and the estimated useful lives of the non-compete agreement is five years amortized over a straight-line method. Amortization expense for the years ended March 31, 2022 and 2021 was $348,814 and $284,855, respectively. The following is the future amortization of the intangibles as of March 31: 2023 $ 256,973 2024 265,493 2025 261,568 2026 219,813 2027 200,255 Thereafter 512,229 $ 1,716,331 In addition to the statutory based intangible assets noted above, the Company recorded a total of $10,224,046 of goodwill in connection with the purchase of Trend and Banner Midstream. Accordingly, goodwill was as follows as of March 31, 2022: Goodwill – March 31, 2022 – Banner Midstream $ 7,001,247 The Company assessed the criteria for impairment, and there were no indicators of impairment present as of March 31, 2022, and therefore no impairment is necessary. The goodwill from the Trend acquisition of $3,222,799 has been reclassified to non-current assets held for sale. With the June 2022 sale of Trend, this amount will be written down and included in gain or loss from disposal in the quarter ending June 30, 2022. |
Power Development Cost
Power Development Cost | 12 Months Ended |
Mar. 31, 2022 | |
Power Development Fee [Abstract] | |
POWER DEVELOPMENT COST | NOTE 9: POWER DEVELOPMENT COST The Company has paid $1,000,000 each under two separate agreements for two different land sites to a non-related third party for a total of $2,000,000 in connection with the commencement of Bitstream’s Bitcoin mining operations. The payments represent the fee for securing 48 MW and 30 MW, respectively of utility capacity as defined and agreed by ERCOT West Load Zone in the Oncor Electric Delivery Company LLC (“Utility”) at the “one-span” tariff rate classification of “6.1.1.1.5 Primary greater than 10kw”. If the Utility is unable to deliver these terms as defined in the facilities extension agreement, the non-related third party is obligated to secure a new location for the Company with at least the stated capacity and same rate tariff. The non-related third party secured the 48 MW and 30 MW of available capacity by signing a distribution facilities extension agreement with the Utility and posting the required collateral. The $2,000,000 was used to purchase this right to the distribution facilities extension agreement which gives the Company immediate access to the 78 MW electric capacity from the Utility. The Company also reimbursed the utility deposits paid by the non-related third party in connection with these agreements in the amount of $96,000 and $326,500, respectively. The power development fees are deemed non-refundable unless the non-related third party cannot find a suitable location within 6 months. The Company and the non-related third party are still negotiating a definitive power agreement. The Company has classified these payments as “Power Development Costs” as a noncurrent asset on the Consolidated Balance Sheets. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 10: ACCRUED LIABILITIES Accrued liabilities consisted of the following: March 31, March 31, Professional fees and consulting costs $ 394,660 $ 801,243 Vacation and paid time off 101,954 106,708 Legal fees 68,723 85,694 Compensation 245,179 733,521 Interest 2,223 64,821 Insurance 486,800 1,012,756 Other 568,154 773,811 Total $ 1,867,693 $ 3,578,554 During the year ended March 31, 2021, the Company converted and paid $2,362,760 in amounts due to prior owners. The Company recognized a loss on conversion of $1,247,971 in the year ended March 31, 2021. |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 12 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 11: WARRANT DERIVATIVE LIABILITIES The Company issued common stock and warrants in several private placements and two public offerings (“Derivative Warrant Instruments”) and some of these warrants have been classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company identified embedded features in some of the warrant agreements which were classified as a liability. These embedded features included (a) the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity; (b) included the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction; and (c) certain price protections in the agreements. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On November 14, 2020, the Company granted 60,000 two-year warrants exercisable at $7.75 per share in exchange for the early conversion of a portion of the September 24, 2020 warrants. The fair value of the November 14, 2020 warrants was estimated to be $251,497 at inception, and $7,695 as of March 31, 2022. On December 30, 2020, the Company granted 888,889 two-year warrants, with a strike price of $10.00, in the registered direct offering. The fair value of those warrants was estimated to be $4,655,299 at inception During the three months ended March 31, 2021, 176,000 warrants were exercised for $1,760,000, and no shares were exercised during the year ended March 31, 2022. The fair value of the remaining warrants at March 31, 2022 is $82,436. On December 30, 2020, the Company granted 62,222 two-year warrants to the placement agent as additional compensation in connection with the registered direct offering closed December 31, 2020, exercisable at a strike price of $11.25 per share. The fair value of those warrants was estimated to be $308,205 at inception and $5,741 as of March 31, 2022. The fair value of the 200,000 warrants that remain outstanding from the 250,000 warrants granted on September 24, 2020 as of March 31, 2022 is $8,354. On June 30, 2021, the Company granted 200,000 two-year warrants with a strike price of $10.00 per share, pursuant to a purchase agreement entered into the same day with the warrant holder. The fair value of those warrants was estimated to be $545,125 at inception, on June 30, 2021 and $60,866 as of March 31, 2022. On August 6, 2021, the Company closed a $20,000,000 registered direct offering. The Company sold 3,478,261 shares of common stock and 3,478,261 warrants at $5.75 per share. The warrants are exercisable through April 8, 2025. The Company also issued the placement agent 243,478 warrants exercisable at $7.1875 per share. Further information on the offering and compensation to the placement agent is contained in the prospectus supplement dated August 4, 2021. The fair value of the investor warrants was estimated to be $11,201,869 at inception and $3,904,575 as of March 31, 2022. The fair value of the placement agent warrants was estimated to be $744,530 at inception and $248,963 as of March 31, 2022. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2022 and 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on March 31, 2022 and 2021 and at inception: Year Ended Year Ended Inception Expected term 0.5 – 2.85 years 4.58 - 5 years 5.00 years Expected volatility 110 - 113 % 94 - 101 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 0.25 - 0.42 % 0.61 - 1.74 % 1.50% - 2.77 % Market price $ 2.00 - $5.89 $ 3.05 - $10.00 The Company’s remaining derivative liabilities as of March 31, 2022 and 2021 associated with warrant offerings are as follows. All fully extinguished warrants liabilities are not included in the chart below. March 31, March 31, Inception Fair value of 200,000 (originally 250,000) September 24, 2020 warrants $ 8,354 $ 1,348,794 $ 1,265,271 Fair value of 60,000 November 14, 2020 warrants 7,695 458,376 251,497 Fair value of 888,889 December 31, 2020 warrants 82,436 4,993,552 4,655,299 Fair value of 62,222 December 31, 2020 warrants 5,741 412,685 308,205 Fair value of 200,000 June 30, 2021 warrants 60,866 - 545,125 Fair value of 3,478,261 August 6, 2021 warrants 3,904,575 - 11,201,869 Fair value of 243,478 August 6, 2021 warrants 248,963 - 744,530 $ 4,318,630 $ 7,213,407 During the years ended March 31, 2022 and 2021 the Company recognized changes in the fair value of the derivative liabilities of $15,386,301 and $(18,518,459), respectively. In addition, the Company recognized $1,289,655 and $2,348,929 in expenses related to the warrants granted for the years ended March 31, 2022 and 2021. Activity related to the warrant derivative liabilities for the year ended March 31, 2022 is as follows: Beginning balance as of March 31, 2021 $ 7,213,407 Issuances of warrants – derivative liabilities 12,491,524 Warrants exchanged for common stock Change in fair value of warrant derivative liabilities (15,386,301 ) Ending balance as of March 31, 2022 $ 4,318,630 Activity related to the warrant derivative liabilities for the year ended March 31, 2021 is as follows: Beginning balance as of March 31, 2020 $ 2,774,760 Issuances of warrants – derivative liabilities 13,119,172 Warrants exchanged for common stock (27,198,984 ) Change in fair value of warrant derivative liabilities 18,518,459 Ending balance as of March 31, 2021 $ 7,213,407 |
Capitalized Drilling Costs and
Capitalized Drilling Costs and Oil and Gas Properties | 12 Months Ended |
Mar. 31, 2022 | |
Oil and Gas Property [Abstract] | |
CAPITALIZED DRILLING COSTS AND OIL AND GAS PROPERTIES | NOTE 12: CAPITALIZED DRILLING COSTS AND OIL AND GAS PROPERTIES Capitalized Drilling Costs In January 2021, the Company commenced a drilling program on their Deshotel 24H well included in their proved reserves. The Company incurred $6,083,542 in costs related to this program of which $3,387,000 was expensed directly as drilling costs. The Company, pursuant to ASC 932 will amortize the remaining $2,696,542 of these costs, under the full-cost method based on the units of production method. Depletion expense for the years ended March 31, 2022 and 2021 for the capitalized drilling costs was $1,961,478 and $130,490, respectively. As of March 31, 2022, the capitalized drilling costs were $604,574. Oil and Gas Properties The Company’s holdings in oil and gas mineral lease (“OGML”) properties as of March 31, 2022 and 2021 are as follows: March 31, March 31, Total OGML Properties Acquired $ 6,626,793 $ 12,352,479 The Company acquired the following from Banner Midstream on March 27, 2020: Cherry et al OGML including shallow drilling rights was acquired by Shamrock from Hartoil Company on July 1, 2018. O’Neal Family OGML and Weyerhaeuser OGML including shallow drilling rights were acquired by White River on July 1, 2019 from Livland, LLC and Hi-Tech Onshore Exploration, LLC respectively in exchange for a $125,000 drilling credit to be applied by Livland, LLC on subsequent drilling operations. Taliaferro Family OGML including shallow drilling rights was acquired by White River on June 10, 2019 from Lagniappe Operating, LLC. Kingrey Family OGML including both shallow and deep drilling rights was entered into by White River and the Kingrey Family on April 3, 2019. Peabody Family OGML including both shallow and deep drilling rights was acquired by White River on June 18, 2019 from SR Acquisition I, LLC, a subsidiary of Sanchez Energy Corporation, for a 1% royalty retained interest in conjunction with White River executing a lease saving operation in June 2019. As discussed in Note 18, the Company acquired certain leases on June 11, 2020 and June 18, 2020 in Mississippi and Louisiana valued at $2,000. These assets were paid entirely in cash. In addition, the Company impaired $82,500 of property as it let certain leases lapse. As discussed in Note 18, on August 14, 2020, the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD which included the acquisition of real property. The purchase price for this acquisition was $3,500,000. Of this amount, $3,224,000, is reflected as Oil and Gas Properties. As discussed in Note 18, on September 4, 2020, the Company entered into a Lease Assignment agreement. The purchase price for this acquisition was $1,500,000. Of this amount, $1,500,000, is reflected as Oil and Gas Properties. As discussed in Note 18, on September 30, 2020, the Company entered into three Asset Purchase Agreements. The purchase prices for these acquisitions were $750,000. Of this amount, $760,000, is reflected as Oil and Gas Properties. As discussed in Note 18, on October 1, 2020, the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $22,400. Of this amount, $22,400, is reflected as Oil and Gas Properties. As discussed in Note 18, on October 9, 2020, the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $615,000. Of this amount, $615,000, is reflected as Oil and Gas Properties. In February and March 2021, the Company acquired additional leases for $916,242 under the Blackbrush/Deshotel lease related to the Participation Agreement. On May 13, 2021, the Company’s subsidiaries White River Energy and White River Operating LLC entered into a Letter Agreement for a .60 of 8/8 th Effective on July 1, 2021, the Company’s subsidiary White River SPV 2, LLC closed on the sale of the Weyerhauser OGML Lease. The Company did not record a value for the property as it was acquired in a group of properties on June 11, 2020 as the entire group of properties were purchased for $1,500. As a result, the entire sales price of $112,094, which includes the sale of the existing inventory and related expenses of $12,094 on this well and removal of the accumulated depletion, asset retirement obligation of $21,191 brought the total gain to $121,190. The Company had an analysis completed by an independent petroleum consulting company in March 2021 to complete the acquisition analysis within the required one-year period. There were no adjustments required from the original asset allocation on March 27, 2020. Trend Exploration completed the auction of two lots of overriding royalty interests (ORRIs). Trend Exploration posted them to EnergyNet and the auction ended February 3, 2022. The sale is for the Mississippi ORRIs and the Louisiana ORRIs for a total of $306,274. For the year ended March 31, 2022, the Company impaired undeveloped reserves totaling $1,235,285. The following table summarizes the Company’s oil and gas activities by classification for the years ended March 31, 2022 and 2021. Activity Category March 31, 2021 Adjustments (1) March 31, 2022 Proved Developed Producing Oil and Gas Properties Cost $ 7,223,379 $ (2,307,411 ) $ 4,915,968 Accumulated depreciation, depletion and amortization (739,037 ) (2,486,490 ) (3,225,527 ) Changes in estimates - - - Total $ 6,484,342 $ (4,793,901 ) $ 1,690,441 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,868,137 $ (931,785 ) $ 4,936,352 Changes in estimates - - - Total $ 5,868,137 $ (931,785 ) $ 4,936,352 Grand Total $ 12,352,479 $ (5,725,686 ) $ 6,626,793 Activity Category March 31, Adjustments (1) March 31, Proved Developed Producing Oil and Gas Properties Cost $ 166,849 $ 737,478 $ 904,327 Accumulated depreciation, depletion and amortization - (739,037 ) (739,037 ) Changes in estimates - 6,319,052 6,319,052 Total $ 166,849 $ 6,317,493 $ 6,484,342 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,968,151 $ 6,219,038 $ 12,187,189 Changes in estimates - (6,319,052 ) (6,319,052 ) Total $ 5,968,151 $ (100,014 ) $ 5,868,137 Grand Total $ 6,135,000 $ 6,217,479 $ 12,352,479 (1) Relates to acquisitions and dispositions of reserves, and impairment. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 13: LONG-TERM DEBT Long-term debt consisted of the following as of March 31, 2022 and 2021. All debt instruments repaid during the year ended March 31, 2021 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates. March 31, March 31, Credit facility -Trend Discovery SPV 1, LLC (a) $ 595,855 $ - Note payable – Alliance Bank (b) 236,755 1,033,117 Commercial loan – Firstar Bank (c) 245,217 625,687 Auto loan 1 – Firstar Bank (d) 16,839 28,547 Auto loan 2 – Firstar Bank (e) - 38,054 Auto loan 3 – Ally Bank (f) - 34,319 Auto loan 4 – Ally Bank (g) 23,012 35,392 Auto loan 7 – Ally Bank (h) - 68,901 Tractor loan 6 – Tab Bank (i) 118,332 179,527 Auto loan – Ford (j) 80,325 - Ecoark – PPP Loan (k) - 23,966 Total long-term debt 1,316,335 2,067,510 Less: current portion (1,181,021 ) (1,055,578 ) Long-term debt, net of current portion $ 135,314 $ 1,011,932 (a) On December 28, 2018, the Company entered into a $10,000,000 credit facility that includes a loan and security agreement (the “Agreement”) where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by demand notes executed by the Company. The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $575,000 being deposited directly into the Company. Interest incurred for the year ended March 31, 2022 and accrued as of March 31, 2022 was $2,233. There were no advances in the year ended March 31, 2021. (b) Original loan date of June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan for $1,238,500 at 4.95% with a new maturity date of April 14, 2025. On September 24, 2021, the Company repaid $550,000 of this amount as a condition of the underlying guarantee of the note. (c) Original loan date of February 28, 2018, due December 31, 2022 at 4.75%. (d) On July 20, 2018, entered into a long-term secured note payable for $56,300 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022. (e) On August 3, 2018, entered into a long-term secured note payable for $72,669 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. The collateral underlying the loan was stolen in March 2021, and the Company received an insurance settlement in May 2021 and promptly used those proceeds to pay off the remainder of the loan balance. (f) On July 18, 2018, entered into a long-term secured note payable for $53,593 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. This automobile was traded in during February 2022 for a new truck. (g) On July 26, 2018, entered into a long-term secured note payable for $55,268 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022. (h) On November 5, 2018, entered into four long-term secured notes payable for $140,218 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. These loans were paid in full on the maturity date. (i) On November 7, 2018, entered into a long-term secured note payable for $301,148 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022. (j) On February 16, 2022, entered into long-term secured note payable for $80,325 for a service truck maturing February 13, 2028. The note is secured by the collateral purchased and accrued interest annually at 5.79% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022. (k) PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $355,635 in principal and $2,144 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $30,765, were to be due in monthly installments of $1,723 through maturity in May 2022, however, the Company repaid the remaining balance of $15,629 on August 24, 2021. The following is a list of maturities as of March 31: 2023 $ 1,181,021 2024 77,361 2025 15,432 2026 13,779 2027 14,599 Thereafter 14,143 $ 1,316,335 During the year ended March 31, 2022, the Company received proceeds of $570,000, repaid $1,427,355, traded in a vehicle valued at $25,595 for a vehicle valued at $80,325, and incurred $25,855 in commitment fees added to the credit facility with Trend Discovery SPV 1, LLC. During the year ended March 31, 2021, the Company received proceeds of $1,869,362 in new long-term debt, repaid $4,100.838 in existing long-term debt, converted $830,492 in existing long-term debt that resulted in a loss on conversion of $1,339,197, and had $1,850,133 forgiven in long-term debt and accrued interest. In addition, the Company converted $117,077 of accrued interest and paid $417,075 in accrued interest during this period. The Company recognized a loss of $142,556 on conversion of the accrued interest to common stock in the year ended March 31, 2021. Interest expense on long-term debt during the years ended March 31, 2022 and 2021 are $73,413 and $172,812, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Mar. 31, 2022 | |
Notes Payable - Related Parties [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 14: NOTES PAYABLE - RELATED PARTIES Notes payable to related parties consisted of the following as of March 31, 2022 and 2021. All notes payable to related parties instruments repaid during the year ended March 31, 2021 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates. March 31, March 31, Ecoark Holdings Board Member (a) $ - $ 577,500 Total Notes Payable – Related Parties - 577,500 Less: Current Portion of Notes Payable – Related Parties - (577,500 ) Long-term debt, net of current portion $ - $ - (a) A board member advanced $577,500 to the Company through August 8, 2021, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. On August 9, 2021, the Company repaid the entire $577,500 to the Board member with accrued interest of $42,535. Interest expense on the notes for the years ended March 31, 2022 and 2021 was $25,213 and $116,026, respectively. An officer of the Company advanced $116,000 and was repaid this amount during the year ended March 31, 2022, and $25,000 was advanced and repaid during the year ended March 31, 2022 from an officer of Agora. During the year ended March 31, 2021, the Company received proceeds of $603,553 in notes payable – related parties, repaid $1,622,566 in existing notes payable – related parties, and converted $575,000 in existing notes payable – related parties that resulted in a loss on conversion of $1,239,441. In addition, the Company converted $15,000 of accrued interest during this period. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 15: STOCKHOLDERS’ EQUITY (DEFICIT) Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000,000 shares of “blank check” preferred stock, par value $0.001. Currently as of March 31, 2022 and 2021, there are no shares of any series of preferred stock issued and outstanding. The shares of preferred stock previously issued were converted during the year ended March 31, 2021. Ecoark Holdings Common Stock The Company is authorized to issue 40,000,000 shares of common stock, par value $0.001. Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein. Effective December 29, 2020, the Company amended its articles of incorporation to reduce its authorized common stock from 40,000,000 shares to 30,000,000 shares. On August 6, 2021, the Company’s board of directors approved the increase of the authorized common shares to 40,000,000. The increase became effective on October 8, 2021, following the approval in a Special Meeting of Ecoark Holdings’ Stockholders. In the three months ended June 30, 2020, the Company issued 308,019 shares of common stock in April and May 2020 to convert the remaining shares of Series B Preferred Stock and Series C Preferred Stock; 1,531,311 shares of common stock in the exercise of warrants; 88,698 shares in the exercise of stock options; 93,285 shares of common stock in the conversion of accounts payable and accrued expenses; and 524,315 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. In the three months ended September 30, 2020, the Company issued 1,088,033 shares of common stock in the exercise of warrants; one share in the exercise of stock options; 30,500 shares of common stock for services rendered; 171,010 shares of common stock to acquire assets; and 191,643 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. In the three months ended December 31, 2020, the Company issued 376,379 shares of common stock in the exercise of warrants. On December 31, 2020, the Company completed a registered direct offering of common stock and warrants, whereby the Company issued 888,889 shares of common stock and 888,889 accompanying warrants to purchase common stock to one institutional investor at $9.00 per share and accompanying warrant for a total of $8,000,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62,222 warrants to the placement agent as compensation in addition to the approximate $560,000 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. In the three months ended March 31, 2021, the Company issued 176,000 shares of common stock in the exercise of warrants, and 59,376 shares for the exercise of stock options. In the three months ended June 30, 2021, the Company issued 114,796 shares of common stock which had been accrued for at March 31, 2021 in consulting fees under a contract entered into February 2, 2021. In addition, the Company issued 20,265 shares of common stock for the exercise of stock options. In the three months ended September 30, 2021, the Company issued 3,478,261 shares of common stock in a registered direct offering for $20,000,000, and 45,000 shares of common stock for services rendered. A portion of the shares issued are for future services and will be expensed upon completion of these services. In the three months ended December 31, 2021 and three months ended March 31, 2022, the Company did not issue any shares of common stock. As of March 31, 2022 and 2021, 26,364,099 and 22,705,775 shares of common stock were issued and 26,246,984 and 22,588,660 shares of common stock were outstanding, net of 117,115 treasury shares. Agora Common Stock Agora is authorized to issue 250,000,000 shares of common stock, par value $0.001. On September 22, 2021, the Company purchased 100 shares of Agora for $10. On October 1, 2021, the Company purchased 41,671,121 shares of Agora common stock for $4,167,112 which Agora used to purchase equipment to commence the Bitstream operations. In addition, between October 1 and December 7, 2021, Agora issued 4,600,000 restricted common shares to its management, non-employee directors, employees and advisors. After issuance of these shares, Ecoark controls approximately 90% of Agora. The future stock-based compensation related to these shares that will be measured consists of $12,166,680 over a three-year period in service-based grants ($9,611,145 in year one, $1,861,096 in year two, and $694,436 in year 3) and $10,833,320 in performance based grants ($5,416,660 for the deployment of 20 MW in the State of Texas, and $5,416,660 for the deployment of 40 MW in the State of Texas) for a total of $23,000,000. These restricted common shares were measured pursuant to ASC 718-10-50 at an estimated value per share of $5.00, and consist of both service based and performance based criteria. Of the 4,600,000 restricted shares of common stock — 2,433,336 shares of restricted stock are considered service grants and 2,166,664 are considered performance grants. The service grants vest over three years as follows: 1,550,010 restricted common shares in one year; 466,665 restricted common shares in two years and 416,661 restricted common shares in three years. On April 12, 2022, Agora upon board of director approval accelerated 250,000 restricted shares that were service based grants with Agora’s former Chief Financial Officer. Only awards granted to management directly related to the Bitcoin mining operation have awards that contain both service and performance conditions. The remaining awards granted, contain only service-based conditions. The performance grants vest as follows: 1,083,332 restricted common shares upon Agora deploying a 20 MW power contract in Texas; and 1,083,332 restricted common shares upon the Company deploying a 40 MW power contract in Texas. As of March 31, 2022, none of the performance criteria are probable as no contracts have been signed as the proper funding has not been secured, therefore no compensation expense is recognized in accordance with ASC 718-10-25-20 related to the performance grants. On April 12, 2022, Agora upon board of director approval accelerated the vesting of 250,000 restricted shares for deploying a 20 MW power contract in Texas; and 250,000 restricted shares for deploying a 40 MW power contract in Texas with Agora’s former Chief Financial Officer. All remaining performance grants remain unvested. The unrecognized stock-based compensation expense as of March 31, 2022 is $10,833,320 in performance based grants and $7,482,924 in service based grants for a total of $18,316,244. The Company recorded $113,113 of stock-based compensation for the year ended March 31, 2022 related to Ecoark Holdings restricted stock units (“RSUs”) granted by Ecoark Holdings to employees who later became Agora employees. The value of the restricted stock unit was based off of Ecoark Holdings’ stock price. The Company accounts for stock-based payments in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”). During the year ended March 31, 2022, in addition to the value measured by the 4,600,000 restricted stock grants, stock-based compensation consists primarily of RSUs granted to a Company employee while employed by Ecoark Holdings. The Company measures compensation expense for RSUs based on the fair value of the award on the date of grant. The grant date fair value is based on the closing market price of Ecoark Holdings’ common stock on the date of grant. Warrants Changes in the warrants are described in the table below for the years ended March 31, 2022 and 2021: 2022 2021 Number Weighted Number Weighted Beginning balance 1,127,111 $ 10.46 1,623,834 $ 5.60 Granted 3,921,739 5.97 2,675,000 7.69 Exercised — --- (3,171,723 ) (5.08 ) Cancelled — — — — Expired (28,000 ) — — — Ending balance 5,020,850 $ 6.94 1,127,111 $ 10.46 Intrinsic value of warrants $ - $ 2,987,794 Weighted Average Remaining Contractual Life (Years) 2.3 1.7 Share-based Compensation Expense Share-based compensation for employees is included in salaries and salary related costs and directors and services are included in professional fees and consulting in the consolidated statement of operations for the years ended March 31, 2022 and 2021. Share-based compensation for the year ended March 31, 2022 and 2021 for stock options and RSUs granted under the 2013 Incentive Stock Plan and 2017 Omnibus Incentive Stock Plan and non-qualified stock options were $2,006,575 and $2,050,100. There is $92,120 in share-based compensation expense for the year ended March 31, 2022 that has been accrued as of March 31, 2022. In order to have sufficient authorized capital to raise the $20,000,000, on August 4, 2021, an officer and director of the Company agreed to cancel stock options in exchange for a lesser number of restricted stock units, subject to future vesting. In accordance with the restricted stock agreement, the director was granted 272,252 RSUs that vest over 12 quarterly increments, in exchange for cancelling 672,499 stock options. In addition, on October 6, 2021, this officer and director received 63,998 additional RSUs. The expense related to the modification of these grants is included in the share-based compensation expense in the year ended March 31, 2022. Non-Qualified Stock Options In 2021, the Company granted 119,821 options to consultants, board members and employees for the non-qualified stock options as well as the options granted under the 2017 Omnibus plan below, that vest over time in service-based grants. The options were valued under the Black-Scholes model with the following criteria: stock price range of - $10.00 - $19.45; range of exercise price - $10.00 - $19.45; expected term – 5 – 6.75 years; discount rate – 1.90 – 2.70%; and volatility – average of 60 - 91%. In 2022, the Company granted 47,004 options to consultants, board members and employees for the non-qualified stock options as well as the options granted under the 2017 Omnibus plan below, that vest over time in service-based grants. The options were valued under the Black-Scholes model with the following criteria: stock price range of - $2.08 - $12.95; range of exercise price - $5.25 - $5.59; expected term – 5 – 6.75 years; discount rate – 1.90 – 2.70%; and volatility – average of 60 - 91%. Changes in the non-qualified stock options are described in the table below for the years ended March 31, 2022 and 2021: 2022 2021 Number Weighted Number Weighted Beginning balance 1,649,625 $ 6.84 1,644,547 $ 6.10 Granted 47,004 5.41 119,821 12.90 Exercised (10,000 ) (2.83 ) (114,743 ) (2.92 ) Cancelled (403,500 ) (13.00 ) - - Forfeited (95,187 ) (2.50 ) - - Ending balance 1,187,942 $ 5.07 1,649,625 $ 6.84 Intrinsic value of options $ - $ 10,044,153 Weighted Average Remaining Contractual Life (Years) 7.2 7.7 2013 Incentive Stock Plan Under the 2013 Incentive Stock Plan, the Company is authorized to grant incentive stock in the form of stock options, stock awards and stock purchase offers to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model. There were no options valued in either of the years ended March 31, 2022 and 2021 as none were granted: 2022 2021 Number Weighted Number Weighted Beginning balance 346,497 $ 13.00 346,497 $ 13.00 Granted - - Options granted in exchange for shares - - Exercised - - Expired/Cancelled (218,999 ) - Forfeited - - Ending balance 127,498 $ 13.00 346,497 $ 13.00 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 5.5 6.6 There were no service-based grants outstanding as of March 31, 2022 and 2021. The Company has not granted any options or RSU’s under this plan in several years and is not intending to do so. 2017 Omnibus Incentive Plan Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 800,000 shares of common stock to Company employees, officers, directors, consultants and advisors are authorized for issuance under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. 2022 2021 Number Weighted Number Weighted Beginning balance 444,891 $ 8.24 534,217 $ 7.70 Granted 336,250 5.27 75,000 11.61 Shares modified to options - - Exercised (12,000 ) (34,831 ) Cancelled (160,903 ) (129,495 ) Forfeited (10,000 ) - Ending balance 598,238 $ 6.62 444,891 $ 8.24 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 7.1 7.2 There were 401,250 and 75,000 service-based RSUs outstanding as of March 31, 2022 and 2021, respectively. For all plans, share-based compensation costs of approximately $1,056,657 for grants not yet recognized will be recognized as expense through June 2024 subject to any changes for actual versus estimated forfeitures. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16: COMMITMENTS AND CONTINGENCIES Legal Proceedings We are presently involved in the following legal proceedings. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties or businesses are subject, which would reasonably be likely to have a material adverse effect on the Company. ● On August 1, 2018, Ecoark Holdings and Zest filed a complaint against Walmart Inc. (“Walmart”) in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the Federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. On April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark Holdings and Zest a total of $115 million in damages which includes $65 million in compensatory damages and $50 million in punitive damages and found Walmart Inc. liable on three claims. The federal jury found that Walmart Inc. misappropriated Zest’s trade secrets, failed to comply with a written contract, and acted willfully and maliciously in misappropriating Zest’s trade secrets. The Court entered a judgment on April 13, 2021 in favor of the Plaintiffs. On May 21, 2021, Walmart filed a motion a motion for judgment as a matter of law (“JMOL”) containing six categories of relief. On June 15, 2022, the Court entered an order on Walmart’s motion denying five of Walmart’s categories of relief sought and granting one which reduced the judgment by $5 million because the Court found certain damages duplicative of other damages (the “June 15 Order”). The plaintiffs’ motion for attorneys’ fees remains undecided. On June 21, 2022, the Court amended the June 15 Order indicating that Walmart’s motion for new trial is still under advisement. Walmart also filed amotion seeking post-trial discovery of plaintiff’s privileged work-product materials. The Court granted Walmart’s motion and in its June 15 Order the Court required the plaintiffs to produce 52 documents which the plaintiffs contend include privileged material, including mental impressions and opinions of its counsel. Because the June 15 Order denied plaintiffs motion for leave to file an interlocutory appeal on this discovery issue, plaintiffs on June 21, 2022, filed a petition in the United States Court of Appeals for the Eighth Circuit for a writ of mandamus. ● On September 21, 2021, Ecoark Holdings and Zest Labs filed a complaint against Deloitte Consulting, LLP (“Deloitte”) in the Eight Judicial District Court in Clark County, Nevada. The complaint is for violation of the Nevada Uniform Trade Secret Act and will also be seeking a preliminary and permanent injunction, attorney’s fees, and punitive damages. The damages at issue are in the hundreds of millions of dollars. Zest Labs began working with Deloitte in 2016, in a confidential matter in a pilot program that Zest Labs had been engaged for by a large customer. Zest Labs engaged in significant discussions, presentations, demonstrations, and information downloads with Deloitte who specifically acknowledged that this information was confidential. Deloitte filed an answer in due course. Discovery is expected to commence in July 2022 with a trial anticipated in late calendar 2023. The Company cannot reasonably determine the outcome and potential reward at this time. ● On April 22, 2022, BitStream Mining and Ecoark Holdings had a petition filed in Travis County District Court (Docket #79176-0002) by Print Crypto Inc. in the amount of $256,733.28 for failure to pay for equipment purchased to operate the Company’s Bitcoin mining operation. The Company intends to vigorously defend themselves and has filed counterclaims in the 353 rd On July 15, 2021, the Company and its directors entered into a Settlement and Mutual Release resolving the legal fees it agreed to pay when it settled a class action that was settled without any financial consequences other than paying agreed upon legal fees. The Company paid $50,000 to the Plaintiff’s attorneys. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon the Company’s financial condition, results of operations or cash flows. Joint Participation Agreement On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV funded 100% of the cost, $5,746,941, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation. The Participation Agreement required the drilling costs that were paid into a designated escrow account at the commencement of the drilling in January 2021, which it was. BlackBrush agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, BlackBrush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Prior to payout, the Company will own 90% of the working interest and 67.5% of the net revenue interest in each well. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year and/or maintain leasehold by paying its proportionate share of any rental payments. Bitstream Commitments on Purchase Obligations As discussed in the overview of Bitstream in Note 1, Bitstream has entered into a number of agreements for the procurement of land, electricity and equipment necessary to run its business. Bitstream has estimated this commitment to be approximately $12-$14 million inclusive of what has been spent to date. |
Concentrations
Concentrations | 12 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 17: CONCENTRATIONS Customer Concentration Supplier Concentration The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Commodity price risk We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including but not limited to, supply and demand. |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 18: ACQUISITIONS The following represent acquisitions for the years ended March 31, 2022 and 2021. Energy Assets On June 11, 2020, the Company acquired certain energy assets from SR Acquisition I, LLC for $1,500 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-ins with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. On June 18, 2020, the Company acquired certain energy assets from SN TMS, LLC for $500 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. The Company accounted for these acquisitions as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD. historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Rabb Resources On August 14, 2020, the Company entered into an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas limited liability company and a wholly-owned subsidiary of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225,000 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500,000 consisting of (i) $1,500,000 in cash, net of $304,475 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 102,828 shares. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD. historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Building $ 236,000 Land 140,000 Oil and Gas Properties 3,224,000 Asset retirement obligation (100,000 ) $ 3,500,000 Unrelated Third Party On September 4, 2020, White River SPV 3, LLC, a wholly-owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with GeoTerre Operating, LLC, a privately held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500,000 in cash to the Assignor. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. O’Neal Family On September 30, 2020, the Company and White River Energy, LLC entered into three asset purchase agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. The purchase prices of these leases were $125,475, $312,261 and $312,264, respectively, totaling $750,000. The consideration paid to the Sellers was in the form of 68,182 shares of common stock. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Oil and Gas Properties $ 760,000 Asset retirement obligation (10,000 ) $ 750,000 Luling Prospect On August 16, 2021 the Company and Shamrock Upstream Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with a privately-held limited liability company to acquire working interests in the Luling Prospect for $250,000. No other assets were acquired in this, nor was there any recognized ARO for this working interest. The manager of the privately held limited liability company is related through marriage to the Chairman and CEO of the Company, however the acquisition was determined to be at arms’ length. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Oil and gas properties $ 250,000 $ 250,000 Concordia Leases On September 1, 2021 the Company and White River Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with several individuals to acquire working interests in the various leases in Concordia, LA for $53,500. No other assets were acquired in this, nor was there any recognized ARO for this working interest. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Working interest in oil and gas wells $ 53,500 $ 53,500 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 19: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the years ended March 31, 2022 and 2021. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in accordance with ASC 815, Derivatives and Hedging Level 1 Level 2 Level 3 Total Gains March 31, 2022 Warrant derivative liabilities $ - $ - $ 4,318,630 $ 15,386,301 Bitcoin 19,267 - - (7,228 ) March 31, 2021 Warrant derivative liabilities $ - $ - $ 7,213,407 $ (18,518,459 ) |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 20: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Year Ended March 31, 2022 Bitcoin Mining Commodities Technology Total Segmented operating revenues $ 27,182 $ 25,572,463 $ - $ 25,599,645 Cost of revenues 183,590 13,272,323 - 13,455,913 Gross profit (loss) (156,408 ) 12,300,140 - 12,143,732 Total operating expenses and income taxes net of depreciation, amortization, depletion, accretion and impairment 6,945,688 19,407,433 2,944,567 29,297,688 Depreciation, amortization, depletion, accretion and impairment 62,629 7,001,507 291,905 7,356,041 Other (income) expense 117,616 (13,151,457 ) (1,098,118 ) (14,131,959 ) Income (loss) from continuing operations $ (7,282,341 ) $ (957,343 ) $ (2,138,354 ) $ (10,378,038 ) Segmented assets as of March 31, 2022 Property and equipment, net $ 7,226,370 $ 3,103,203 $ - $ 10,329,573 Oil and Gas Properties/Capitalized drilling costs $ - $ 7,231,367 $ - $ 7,231,367 Intangible assets, net $ 19,267 $ 1,716,331 $ - $ 1,735,598 Goodwill $ - $ 7,001,247 $ - $ 7,001,247 Capital expenditures $ 7,281,772 $ 19,500 $ - $ 7,301,272 Year Ended March 31, 2021 Commodities Technology Total Segmented operating revenues $ 15,084,532 $ - $ 15,084,532 Cost of revenues 14,726,936 - 14,726,936 Gross profit 357,596 - 357,596 Total operating expenses and income taxes net of depreciation, amortization, depletion and accretion 14,272,115 3,164,696 17,436,811 Depreciation, amortization, depletion and accretion 1,652,844 249,962 1,902,806 Other (income) expense 2,200,245 87,334 2,287,579 Loss from continuing operations $ (17,767,608 ) $ (3,501,992 ) $ (21,269,600 ) Segmented assets as of March 31, 2021 Property and equipment, net $ 3,403,419 $ 291,905 $ 3,695,324 Oil and Gas Properties/Capitalized drilling costs $ 14,918,531 $ - $ 14,918,531 Intangible assets, net $ 2,065,145 $ - $ 2,065,145 Goodwill $ 7,001,247 $ - $ 7,001,247 Capital expenditures $ 616,733 $ - $ 616,733 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 21: LEASES The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard did not result in an adjustment to retained earnings for the Company. The Company’s portfolio of leases contains both finance and operating leases that relate primarily to the commodity and Bitcoin mining segments. As of March 31, 2022, the value of the unamortized lease right of use asset is $1,069,852, of which $301,126 is from financing leases (through maturity at June 30, 2024) and $768,726 is from operating leases (through maturity at October 31, 2026). As of March 31, 2022, the Company’s lease liability was $1,091,506, of which $295,058 is from financing leases and $796,448 is from operating leases. Maturity of lease liability for the operating leases for the period ended March 31, 2023 $ 343,878 2024 $ 256,797 2025 $ 98,209 2026 $ 98,313 2027 $ 58,341 Imputed interest $ (59,090 ) Total lease liability $ 796,448 Disclosed as: Current portion $ 317,718 Non-current portion $ 478,730 Maturity of lease liability for the financing leases for the period ended March 31, 2023 $ 151,287 2024 $ 134,067 2025 $ 18,127 2026 $ - Imputed interest $ (8,423 ) Total lease liability $ 295,058 Disclosed as: Current portion $ 145,174 Non-current portion $ 149,884 Amortization of the right of use asset for the period ended March 31, 2023 $ 454,302 2024 $ 367,035 2025 $ 105,504 2026 $ 88,932 2027 $ 54,079 Total $ 1,069,852 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Year ended Year ended Operating lease expense $ 266,584 $ 162,206 Finance lease expense Depreciation of capitalized finance lease assets 161,603 136,804 Interest expense on finance lease liabilities 10,372 14,482 Total lease cost $ 438,559 $ 313,492 |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 22: ASSET RETIREMENT OBLIGATIONS In conjunction with the approval permitting the Company to resume drilling in the existing fields, the Company has recorded an asset retirement obligation (“ARO”) based upon the plan submitted in connection with the permit. The ARO results from the Company’s responsibility to abandon and reclaim their net share of all working interest properties and facilities. The following table summarizes activity in the Company’s ARO for the years ended March 31, 2022 and March 31, 2021: March 31, March 31, Balance, beginning of period $ 1,531,589 $ 294,800 Accretion expense 155,612 64,401 Reclamation obligations settled - - Disposition due to sale of property (383,450 ) - Additions - 110,000 Changes in estimates - 1,062,388 Balance, end of period $ 1,303,751 $ 1,531,589 Total ARO at March 31, 2022 and 2021 shown in the table above consists of amounts for future plugging and abandonment liabilities on our wellbores and facilities based on third-party estimates of such costs, adjusted for inflation for the periods ended March 31, 2022 and 2021, respectively. These values are discounted to present value at 10% per annum for the periods ended March 31, 2022 and 2021. The Company disposed of a portion of their properties and wrote off the balance of ARO associated with that disposal of $383,450 in sales of some of the Company’s properties. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 23: RELATED PARTY TRANSACTIONS On May 31, 2019 the Company acquired Trend Holdings. Pursuant to the merger, the one thousand issued and outstanding shares of common stock of Trend Holdings were converted into 1,100,000 shares of the Company’s common stock with an approximate dollar value of $3,235,980 based on the closing price per share of common stock on the closing date of the merger. William B. Hoagland, was President and a principal stockholder of Trend Holdings and received 550,000 shares of common stock, pursuant to the merger. He became the Company’s Chief Financial Officer. Trend Capital Management was founded in 2011 and through June 30, 2021, was Trend Holding’s primary asset. Trend Capital Management is not the investment manager of these entities, nor the beneficial owner of Ecoark securities held by Trend Discovery LP (“Trend LP”) nor Trend Discovery SPV I, LLC (“Trend SPV”) since it assigned the power to vote and dispose of securities to a third party not affiliated with Ecoark. The investment capital in Trend LP and Trend SPV is from individual limited partners and members, and not from the Company. Trend Capital Management does not have the obligation to absorb losses or the right to receive benefits that could be significant as a result of the entities’ performance. Trend Capital Management does not have any ownership of or a controlling financial interest in Trend LP nor Trend SPV and therefore management has concluded consolidation of these entities with Trend Capital Management is not required. Trend Capital Management provides services and collects fees from entities which include Trend LP and Trend SPV. Jay Puchir, the Company’s Chief Financial Officer, Secretary and Treasurer, served as a consultant to the Company from May 2019 to March 2020 and was paid solely in stock options totaling 40,000 stock options at an exercise price of $3.15 per share. In addition, any outstanding notes with Mr. Puchir have been repaid along with all accrued interest. Gary Metzger, a director, advanced $577,500 to the Company through March 31, 2020, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. These notes along with all accrued interest were repaid in August 2021. On March 27, 2020, the Company issued 1,789,041 shares of its common stock to Banner Energy Services, Inc. (“Banner Energy”) and assumed approximately $11,774,455 in debt and lease liabilities of Banner Midstream. The Company’s Chief Executive Officer and another then director, John Cahill, recused themselves from all board discussions on the acquisition of Banner Midstream as they were stockholders and/or noteholders of Banner Midstream. The transaction was approved by all of the disinterested members of the Board. Jay Puchir, the Chairman and CEO of Banner Energy is the Chief Financial Officer, Secretary and Treasurer of the Company and Chief Executive Officer and President of Banner Midstream. Included in the shares issued in this transaction, John Cahill received 164,000 shares of common stock and Jay Puchir received 548,000 shares of common stock. At the time of this transaction, Mr. Cahill and his brother were also members of Shamrock Upstream Energy LLC, a subsidiary of Banner Midstream. In the Banner Midstream acquisition, Randy S. May, Chief Executive Officer and Chairman, was the holder of approximately $1,242,000 in notes payable by Banner Midstream and its subsidiaries, which were assumed by the Company in the transaction. Additionally, Mr. May held a note payable by Banner Energy in the amount of $2,000,000 in principal and accrued interest, which was converted into 2,740,000 shares of common stock (on a pre-reverse stock split basis) as a result of the transaction. Neither of these amounts remain outstanding. On August 31, 2021, William B. Hoagland, the then Chief Financial Officer of the Company, and now Chief Executive Officer of Agora, transferred 550,000 shares of Ecoark Holdings common stock to Trend LP, of which Mr. Hoagland owns an approximately 25% of Trend LP. Additionally, Trend SPV holds 344,000 shares of Ecoark Holdings common stock and 460,000 warrants to purchase Ecoark Holdings common stock. Ecoark Holdings has made periodic loans to Agora to permit it to begin its Bitcoin mining business. On November 13, 2021, Agora issued Ecoark Holdings a $7.5 million term note which accrues 10% per annum interest and is due September 30, 2022. As of March 31, 2022, Agora owed principal of $4,760,759 and interest of $145,685 to Ecoark Holdings. These amounts have been eliminated in consolidation. See Note 25, “Subsequent Events.” On February 2, 2022, Peter Mehring, a director and executive officer, gave notice of his intent to resign as an executive officer and director effective on February 11, 2022. Mr. Mehring resigned as a result of his entering into an Employment Agreement with a leading Internet service company. He also entered into a Consulting Agreement with the Company. Under the Consulting Agreement, Mr. Mehring will advise the Company (including Zest Labs) on its current intellectual property litigation and matters relating to Zest Lab’s intellectual property as well as provide transition services. The Consulting Agreement is for a one-year term. The Company agreed to pay Mr. Mehring $16,667 per month. His unvested stock awards will continue to vest during the term and the expiration date on any stock awards will be extended for one year following the termination. Between February 1 and March 1, 2022, Trend Exploration assigned several working interests to Sky3D, LLC, a related party. This transaction occurred because both Agora and Trend Exploration lacked the capital to pay for required drilling by the due date. In exchange, Trend Exploration assigned a small percentage of the ORRI interest to a White River entity. The Company has a $96,000 net receivable due from Sky3D, LLC for expenses incurred on the wells assigned to them. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 24: INCOME TAXES The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31, 2022 and 2021: 2022 2021 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 1.17 % 3.23 % Permanent differences and one-time adjustments 29.13 % 7.66 % True-up impact 143.14 % - % Change in valuation allowance (195.34 )% (31.89 )% Totals (0.90 )% 0.00 % The following is a summary of the net deferred tax asset (liability) as of March 31, 2022 and 2021: As of As of March 31, March 31, Deferred tax assets: Net operating losses $ 44,372,636 $ 29,596,000 Accrued expenses 65,135 57,000 Stock options 7,014,768 5,349,000 ROU Liability 246,116 224,000 Intangibles – Oil and Gas Properties 853,068 - Other 177,150 166,000 Total deferred tax assets 52,728,873 35,392,000 Deferred tax liabilities: Intangible assets (386,754 ) (1,630,000 ) ROU Assets (240,933 ) (216,000 ) Other (257,160 ) (94,000 ) Total deferred tax liabilities (884,847 ) (1,940,000 ) 51,844,026 33,452,000 Valuation allowance (51,844,026 ) (33,452,000 ) Net deferred tax assets/liabilities $ - $ - Section 382 of the Internal Revenue Code provides an annual limitation on the amount of federal NOLs and tax credits that may be used in the event of an ownership change. The Company had a federal net operating loss carryforward totaling approximately $210,305,821 at March 31, 2022. The Company classifies accrued interest and penalties, if any, for unrecognized tax benefits as part of income tax expense. The Company did not accrue any penalties or interest as of March 31, 2022 and 2021. The provision (benefit) for income taxes for the year ended March 31, 2022 and 2021 is as follows: Current $ 85,000 $ 58,000 Deferred - - Total $ 85,000 $ 58,000 The Company has not identified any uncertain tax positions and has not received any notices from tax authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 25: SUBSEQUENT EVENTS Subsequent to March 31, 2022, the Company had the following transactions: On April 12, 2022, the Board of Directors approved the resignation of William B. Hoagland, the Company’s former Chief Financial Officer effective immediately. The Board of Directors approved the acceleration of the vesting of the former Chief Financial Officer’s service-based and performance-based restricted stock grants. As a result, all 750,000 restricted stock grants are fully vested as of April 12, 2022. On April 25, 2022, the Company extended the maturity date on the line of credit with Agora to March 31, 2023. In an effort to simplify the Agora business, Agora executed agreements to eliminate all non-Bitcoin mining operations as follows: (a) During the period February 1 to April 1, 2022, Trend Exploration assigned their interest in these wells back to the White River entities as well as other related and non-related entities. (b) On June 17, 2022, post assignment of the joint interest in the wells, Trend Discovery Holdings LLC, assigned to the Company, BitStream and OTZI LLC. (c) On June 17, 2022, Agora sold Trend Discovery to an entity formed by the investment manager of Trend Discovery LP and Trend Discovery SPV for a three-year $4,250,000 secured note. Each of the Trend Discovery subsidiaries including Barrier Crest guaranteed the note and provided Agora with a first lien on its assets. The Company accounted for this sale as a disposal of the business under ASC 205-20-50-1(a). On June 8, 2022, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Digital Power Lending, LLC, a California limited liability company (the “Purchaser”), pursuant to which the Company sold the Purchaser 1,200 shares of Series A Convertible Redeemable Preferred Stock (the “Series A”), 102,881 shares of common stock (the “Commitment Shares”) and a warrant to purchase shares of common stock (the “Warrant,” and together with the Series A and the Commitment Shares, the “Securities”) for a total purchase price of $12,000,000. The Company intends to use up to $5 million of these proceeds as a loan to Agora. The Purchaser is a subsidiary of BitNile Holdings, Inc. [NYSE American: NILE]. The material terms of the Series A and the Warrant are summarized below. Series A Conversion Rights Each share of Series A has a stated value of $10,000 and is convertible into shares of common stock at a conversion price of $2.10 per share, subject to certain adjustment provisions. The holder’s conversion of the Series A is subject to a beneficial ownership limitation of 19.9% of the issued and outstanding common stock as of the issuance date of the Series A, unless and until the Company obtains shareholder and The Nasdaq Stock Market (“Nasdaq”) approval for the conversion of more than that amount, in order to comply with Nasdaq Rules. In addition, the conversion rights in general do not become effective until the first day after the record date for the shareholders meeting seeking such shareholder approval. Voting Rights The Series A is entitled to vote with the common stock as a single class on an as-converted basis, subject to applicable law and the Nasdaq Rules. In addition, as long as the holder continues to hold at least 25% of the shares of Series A issued to it on the issuance date, the holder is entitled to elect a number of directors to the Company’s Board equal to a percentage determined by (i) the number of Series A beneficially owned by the holder, calculated on an “as converted” basis, (ii) divided by the sum of the number of shares of common stock outstanding plus the number of Series A outstanding on an “as converted” basis; and such director(s) so elected may only be removed without cause by the affirmative vote of the holder. Initially, the Purchaser may designate one director. The holders of record of the shares of common stock and of any other class or series of voting stock (including the Series A), exclusively and voting together as a single class, are entitled to elect the balance of the total number of directors of the Company. The Purchaser is not eligible to vote at the shareholders meeting on the proposal to approve the issuance of more than 19.9% of shares outstanding on June 8, 2022. Dividend Rights The holder of shares of the Series A is entitled to receive cumulative cash dividends at an annual rate of 12.6% of the stated value, which is equivalent to $1,260 per year per share, payable monthly beginning on the issuance date and continuing until the earlier of (a) June 8, 2024, and (b) the date on which the holder no longer holds any shares of Series A. If the Company fails to make one or more dividend payments, whether or not consecutive, a default dividend rate of 18% per annum will apply until all accumulated dividend payments have been made. Liquidation Rights The shares of Series A have a liquidation preference over the common stock and any subsequent series of junior preferred stock of $1,200 per share of Series A, plus accrued but unpaid dividends. Redemption At any time beginning on or after June 8, 2024, the holder of Series A may cause the Company to redeem some or all of the shares of Series A it holds at a redemption price of $1,200 per share, plus any accumulated and unpaid dividends thereon. Restrictive Covenants and Approval Rights The Series A Certificate of Designation (the “Certificate”) subjects the Company to negative covenants restricting its ability to take certain actions without prior approval from the holder(s) of a majority of the outstanding shares of Series A for as long as the holder(s) continue to hold at least 25% (or such higher percentage as set forth in the Certificate (as defined below)) of the Series A shares issued on the closing date under the Agreement. These restrictive covenants include the following actions by the Company, subject to certain exceptions and limitations: (i) payment or declaration of any dividend (other than pursuant to the Series A Certificate); (ii) investment in, purchase or acquisition of any assets or capital stock of any entity for an amount that exceeds $100,000 in any one transaction or $250,000, in the aggregate; (iii) issuance of any shares of common stock or other securities convertible into or exercisable or exchangeable for shares of common stock; (iv) incurrence of indebtedness, liens, or guaranty obligations, in an aggregate amount in excess of $50,000 in any individual transaction or $100,000 in the aggregate; (v) sale, lease, transfer or disposal of any of its properties having a value calculated in accordance with GAAP of more than $50,000; (vi) increase in any manner the compensation or fringe benefits of any of its directors, officers, employees; and (vii) Warrant The Warrant provides the holder with the right to purchase a number of shares of common stock as would enable the holder together with its affiliates to beneficially own 49% of the Company’s common stock, calculated on a fully diluted basis, at an exercise price of $0.001 per share, including the Commitment Shares and Conversion Shares unless sold. The Warrant becomes exercisable beginning after the completion by the Company of distributions to the Company’s security holders or to any other subsidiary of the Company’s equity ownership of its three principal subsidiaries: Agora, Banner Midstream and Zest Labs (the “Distributions”), provided that as of such time (i) the Warrant has been approved by the Company’s shareholders and Nasdaq, and (ii) the holder together with its affiliates does not beneficially own at least 50% of the Company’s outstanding common stock. The Warrant is subject to forfeiture if (x) the Distributions have not occurred within two years, (y) the shareholder approvals have not been obtained following three meetings for such purpose, or (z) the holder and its affiliates collectively beneficially own 50% or more of the Company’s outstanding common stock. However, in the event of the failure of the Company to complete the Distributions as contemplated by clause (x) or obtain shareholder approval as contemplated by clause (y) and provided the event contemplated by clause (z) has not occurred, the Warrant may be exercised notwithstanding anything in the Warrant to the contrary. The Warrant may be exercised on a cashless basis. The Warrant expires on June 8, 2027. Registration Rights Pursuant to the Agreement, the Company has agreed to register the sale by the Purchaser of up to 5,246,456 shares of common stock, representing the Commitment Shares issued at the closing plus 5,143,575 of the shares of common stock issuable upon conversion of the Series A. This amount equals 19.9% of the Company’s outstanding common stock immediately prior to the closing. The Company registered the sale by filing a prospectus supplement. Agora now has one active subsidiary, BitStream. SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) The following supplemental unaudited information regarding the Company’s oil and gas activities is presented pursuant to the disclosure requirements of ASC 932. All of the Company’s activities are in the United States. The Company has performed due diligence in addition to the determination of estimated proved producing reserves on over 30,000 acres of oil and gas mineral rights, both shallow and deep levels and identified an estimated recoverable cumulative production of 4,994,502 barrels of oil at the SEC price deck of $75.24/Bbl based on analogous and comparative proved produced production in nearby areas. This due diligence is not included in any of the amounts provided as of and for the fiscal years ended March 31, 2022 and 2021. Results of Operations Results of Operations March 31, March 31, Sales $ 6,814,706 $ 2,362,577 Lease operating costs (6,267,396 ) (9,476,002 ) Depletion, accretion and impairment (6,184,744 ) (933,437 ) $ (5,637,434 ) $ (8,046,862 ) Reserve Quantity Information The supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company’s reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as future information becomes available. Proved reserves are those estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and operating methods. Estimated Quantities of Proved Reserves (Mbbl) Estimated Quantities of Proved Reserves March 31, March 31, Proved Developed, Producing 169,688 462,914 Proved Developed, Non-Producing - - Total Proved Developed 169,688 462,914 Proved Undeveloped - - Total Proved 169,688 462,914 Petroleum and Natural Gas Reserves Reserves are estimated remaining quantities of oil and natural gas and related substances, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known resources, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC 932, “Extractive Activities – Oil and Gas.” Future cash inflows as March 31, 2022 and 2021 were computed by applying the unweighted, arithmetic average of the closing price on the first day of each month for the twelve month period prior to March 31, 2022 and 2021 to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming continuation of existing economic conditions. Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. Future income tax expenses give effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of ten percent annually to derive the standardized measure of discounted future net cash flows. This calculation procedure does not necessarily result in an estimate of the fair market value of the Company’s oil and natural gas properties. The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended March 31, 2022 and 2021 are as follows: Standardized Measure of Discounted Future Net Cash Flow March 31, March 31, Future gross revenue $ 12,801,590 $ 17,838,848 Less: Future production tax expense (594,245 ) (1,181,379 ) Future gross revenue after production taxes 12,207,345 16,657,469 Less: Future operating costs (4,377,768 ) (5,057,721 ) Less: Ad Valorem Taxes (147,049 ) (159,814 ) Less: Development costs (373,074 ) (870,357 ) Future net income (loss) before taxes 7,309,454 10,569,577 10% annual discount for estimated timing of cash flows (2,460,231 ) (3,346,198 ) Standardized measure of discounted future net cash flows (PV10) $ 4,849,223 $ 7,223,379 Changes in Standardized Measure of Discounted Future Net Cash Flows The changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended March 31, 2022 and 2021 are as follows: Change in Standardized Measure of Discounted Future Net Cash Flow March 31, March 31, Balance - beginning $ 7,223,379 $ (88,308 ) Net changes in prices and production costs 563,842 (3,959,920 ) Net changes in future development costs 144,227 (391,731 ) Sales of oil and gas produced, net 2,027,237 (1,479,927 ) Extensions, discoveries and improved recovery - - Purchases of reserves 2,113,917 13,054,957 Sales of reserves - - Revisions of previous quantity estimates (7,223,379 ) 88,308 Previously estimated development costs incurred - - Net change income taxes - - Accretion of discount - - Balance - ending $ 4,849,223 $ 7,223,379 In accordance with SEC requirements, the pricing used in the Company’s standardized measure of future net revenues in based on the twelve-month unweighted arithmetic average of the first day of the month price for the period April through March for each period presented and adjusted by lease for transportation fees and regional price differentials. The use of SEC pricing rules may not be indicative of actual prices realized by the Company in the future. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trend Discovery Holdings Inc., a Delaware corporation for the Company to acquire 100% of Trend Discovery Holdings, LLC pursuant to a merger of Trend with and into the Company (the “Merger”). Trend Discovery Holdings, Inc. ceased doing business upon completion of the merger and Trend Discovery Holdings LLC is the subsidiary of the Company. Upon the formation of Agora on September 17, 2021, Ecoark assigned the membership interest they owned in Trend Holdings to Agora on September 22, 2021 when the Company purchased 100 shares of Agora common stock for $10. Subject to completion of the Agora public offering and the Nasdaq uplisting described above, the Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark’s common stockholders and holders of common stock equivalents. Ecoark plans to distribute 80% of the Agora common stock it holds to its stockholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the Board to divest Agora, the Company, has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10. On March 27, 2020, the Company and Banner Parent, entered into the Banner Purchase Agreement to acquire Banner Midstream. Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream. The Company applies the guidance of Topic 810 Consolidation The Company has utilized the guidance under ASC 810-10-55-4B, Case A for a Change that has resulted in the recognition of non-controlling interest. On October 1, 2021, Agora issued restricted common stock to non-employee directors, management, employees and advisors. As a result of the restricted common share issuances, the Company owns now owns less than 100% of Agora (approximately 90.1%), The Company expects it will continue to control Agora until it completes the distribution of Agora common stock to its security holders described above; after that event occurs, it may still have sufficient equity ownership to control Agora unless one or more third parties acquire a larger equity position. Pursuant to 810-10-55-4M, the Company has provided below the effects of ASC 810-10-50-1A(d) to disclose the effects of the changes in the Company’s ownership interest in Agora on the Company’s equity for the period ended March 31, 2022: Net loss attributable to the Company’s stockholders $ (7,308,185 ) Increase in the Company’s additional paid-in capital for the issuance of the 4,600,000 restricted common shares of Agora 4,683,756 Change from net loss attributable to the Company’s stockholders and transfers to noncontrolling interest $ (2,624,429 ) |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the March 31, 2021 consolidated financial statements to be consistent with the March 31, 2022 presentation, including the reclassification of Barrier Crest and TCM assets and liabilities from continuing operations to held for sale and reclassifications of operations of Barrier Crest and TCM to discontinued operations. Additionally, we have removed all rounding of amounts and shares from the March 31, 2021 presentation to conform to the March 31, 2022 presentation. These changes had no impact on the Company’s financial position or result of operations for the periods presented. |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. |
Oil and Gas Properties | Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. There was $2,832,369 and $739,037 in depletion expense for the Company’s oil and gas properties for the years ended March 31, 2022 and 2021, respectively. |
Limitation on Capitalized Costs | Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting period, to perform a test to determine the limit on the book value of our oil and gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10% and assuming continuation of existing economic conditions, of (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to Staff Accounting Bulletin (“SAB”) 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. A ceiling test was performed as of March 31, 2022 and impairment of $772,000 was charged as a result of the book to tax differences in our depletion of the reserves. |
Oil and Gas Reserves | Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. |
Joint Interest Activities | Joint Interest Activities Certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities. |
Inventories | Inventories Crude oil, products and merchandise inventories are carried at the lower of cost (last-in-first-out (LIFO)) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location. |
Accounting for Asset Retirement Obligation | Accounting for Asset Retirement Obligation Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of the estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties or to exploration costs in cost of revenue. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time. The Company recognizes revenue upon satisfaction of its performance obligation at either a point in time in accordance with ASC 606-10-25-30 for its contracts in its Commodities and Financial Services segments or over time in accordance with ASC 606-10-25-27 for its contracts with mining pool operators. The Company accounts for incremental costs of obtaining a contract with a customer and contract fulfillment costs in accordance with ASC 340-40, Other Assets and Deferred Costs The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The Company recognizes the cost of sales of a contract as expense when incurred or when a performance obligation is satisfied. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained, are not considered recoverable, or the practical expedient applies. Bitcoin Mining As consideration for providing computing power, the Company receives Bitcoin from the mining pool in which it participates. Income from Bitcoin mining (mining earnings are made up of the baseline block reward and transaction fees, defined as “rewards”) which is measured based on the fair value of the Bitcoin received. Providing computing power in Bitcoin transaction verification services (known as “mining”) is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with mining pool operators, its customers. The Company will recognize income from Bitcoin mining for the provision of computing power upon satisfaction of its performance obligation. As consideration for the provision of computing power, the Company is entitled to payment in Bitcoin, which is a form of noncash consideration. Noncash consideration is measured at fair value at contract inception. Fair value of the Bitcoin consideration is determined using the quoted price on the Company’s primary trading platform of the Bitcoin at the beginning of the contract period, which is considered to be the beginning of each twenty-four-hour period (at contract inception). Specifically, fair value at contract inception is based on the market price at the beginning of the contract term, at the single Bitcoin level (one Bitcoin). This amount is recognized in revenue over the contract term as hash rate is provided. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and hence are not included in revenue. Changes in fair value of the noncash consideration post-contract inception that are due to reasons other than form of consideration (other than changes in the market value of bitcoin) are measured based on the guidance on variable consideration, including the constraint on estimates of variable consideration. Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of Bitcoin to which the Company is entitled becomes known. Bitcoin is recorded on the consolidated balance sheet, as intangible asset — Bitcoin. The Company has entered into a Bitcoin mining pool with the mining pool operator F2Pool, to provide computing power to the mining pool. The arrangement is terminable at any time by either party and the Company’s enforceable right to Bitcoin compensation only begins when the Company provides computing power to the mining pool operator. The Company’s performance obligation extends over the contract term given the Company’s continuous provision of hash rate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancelation terms of the contracts, all contracts effectively provide the Company with the option to renew for successive contract terms of twenty-four hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. In exchange for providing computing power, the Company is entitled to consideration equal to a fractional share of the fixed Bitcoin reward the mining pool operator receives (referred to as a “block reward”) after such amount has been reduced by a digital asset transaction fee retained by the mining pool operator, and potentially network transaction fees. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm, over the contract term. The Company is entitled to compensation for providing computing power to a mining pool even if a block is not successfully placed. The block reward provides an incentive for Bitcoin miners to process transactions made with Bitcoin. Creating an immutable record of these transactions is vital for Bitcoin to work as intended. The blockchain is like a decentralized bank ledger, one that cannot be altered after being created. The miners are needed to verify the transactions and keep this ledger up to date. Block rewards, and to a lesser extent, network transaction fees, are their payment for doing so. The terms of the agreement with the mining pool operator provide that neither party can dispute settlement terms after thirty-five days following settlement. For the mining pool in which the Company participates, the Company is entitled to a transaction price, calculated by the Company’s mining pool operator. Specifically, the mining pool operator determines the amount of block rewards to which the Company is entitled by using the Pay-Per-Shares-Plus (PPS+) payment method, retaining 2.5% to cover costs of operating the pool (the “digital asset transaction fee”), and includes network transaction fees as applicable. When the Company’s number of Bitcoin reaches the minimum threshold of 0.005 Bitcoin, the Company receives a payout and the pool transfers the Bitcoin consideration to the Company’s designated wallet within 8 hours, between 00:00 and 08:00 UTC. The PPS+ payment method pays miners for the number of shares they contribute to the pool (effectively, the amount of computing power provided to the pool) plus network transaction fees. Shares can be described as discrete amounts of valid work each miner or mining farm contributes to the pool. The value of each share contributed is determined by the Bitcoin’s current network difficulty and the number of total shares contributed from miners and mining farms. Bitcoin rewards are received regardless if a pool successfully found a block because the mining pool operator understands that, probabilistically, blocks will be successfully found in a statistically predictable manner by the pool depending on the total amount of hashing power (shares) contributed by the miners and mining farms and therefore, pays out as if a block was found. This is a strategy that provides regular payments to miners and allows consistent payouts. Network transaction fees, however, are paid out based on blocks actually found and solved and therefore the network transaction fee revenue is not consistently paid out. We expect that network transaction fees will be a very small contributor to total miner Bitcoin rewards. The Company’s cost of Bitcoin revenue consists primarily of direct costs of earning the Bitcoin related to mining operations, namely electric power costs, other utilities, labor, insurance whether incurred directly from self-mining operations or reimbursed, including any revenue sharing arrangements under hosting agreements, but excluding depreciation and amortization, which are separately stated in the Company’s Consolidated Statement of Operations. Commodities The Company recognizes revenue for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer. Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel. Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. For Pinnacle Frac, accounts receivable is comprised of unsecured amounts due from customers that have been conveyed to a factoring agent for both with and without recourse. Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. White River has recognized an allowance for doubtful accounts of $208,713 as of March 31, 2022 and 2021, respectively. |
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. The carrying values of the Company’s financial instruments such as cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. Bitcoin assets will be presented in current assets. Fair value will be determined by taking the price of the coins from the trading platforms which Agora will most frequently use. Bitcoin Bitcoin is included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. Bitcoin is recorded at cost less impairment. The Company accounts for its Bitcoin as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other Fair Value Measurement To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash provided by (or used in) operating activities on the accompanying Consolidated Statements of Cash Flows. The sales (if any) of Bitcoin are included within investing activities in the accompanying Consolidated Statements of Cash Flows and any realized gains or losses (if any) from such sales are included in operating income in the Company’s Consolidated Statement of Operations. The Company accounts for sales of Bitcoin in accordance with the first in first out (FIFO) method of accounting. Impairment losses related to Bitcoin is included in the Bitcoin Mining segment. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not currently use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks, but may explore hedging oil prices in the current fiscal year. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe this new guidance will have a material impact on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company does not believe this new guidance will have a material impact on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Liquidity | Liquidity For the years ended March 31, 2022 and 2021, the Company had a net loss of $(10,554,452) and ($20,889,437), respectively, has a working capital deficit of $8,394,850 and $11,846,156 as of March 31, 2022 and 2021, and has an accumulated deficit as of March 31, 2022 of $(158,868,204). As of March 31, 2022, the Company has $407,656 in cash and cash equivalents. See Note 25, “Subsequent Events” for information on the Company’s recent $12 million convertible preferred stock financing. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will be impacted by the SEC’s proposed climate change rules which are expected to become effective in the 2023 fiscal year and may also be impacted by the COVID-19 pandemic including the current supply chain shortages. The Company believes that the current cash on hand and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. |
Impact of COVID-19 | Impact of COVID-19 COVID-19 has had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine and booster rollouts and the emergence of virus mutations. COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets for the year ended March 31, 2022 in contrast to the material impact it had in the prior fiscal year. COVID-19 has also contributed to the supply chain disruptions which have not yet had a material effect for the Company. The Company will continue to monitor the supply chain shortages affecting its business. The extent to which COVID-19 may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small businesses are eligible for a loan to fund payroll expenses, rent and related costs. We had received funding under the PPP, and a majority of that has been forgiven. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of ownership interest in equity | Net loss attributable to the Company’s stockholders $ (7,308,185 ) Increase in the Company’s additional paid-in capital for the issuance of the 4,600,000 restricted common shares of Agora 4,683,756 Change from net loss attributable to the Company’s stockholders and transfers to noncontrolling interest $ (2,624,429 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of current assets | 2022 2021 Cash $ 68,541 $ 97,974 Accounts receivable 277,089 145,127 Prepaid expenses 137,101 53,094 $ 482,731 $ 296,195 |
Schedule of non-current assets | 2022 2021 Goodwill $ 3,222,799 $ 3,222,799 Equipment - Pinnacle - 193,904 $ 3,222,799 $ 3,416,703 |
Schedule of current liabilities | 2022 2021 Accounts payable and accrued expenses $ 48,079 $ 12,215 Other current liabilities - 9,226 $ 48,079 $ 21,441 |
Schedule of operations to discontinued operations | 2022 2021 Revenue $ 795,448 $ 478,342 Operating expenses 971,862 98,179 Provision for income taxes - - Net loss (income) from discontinued operations $ (176,414 ) $ 380,163 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | 2022 2021 Revenue from continuing operations: Bitcoin mining $ 26,495 $ - Oil and Gas Production 6,814,706 2,362,577 Transportation Services 18,457,567 12,318,309 Fuel Rebate 251,945 243,961 Equipment Rental and other 48,932 159,685 $ 25,599,645 $ 15,084,532 |
Bitcoin (Tables)
Bitcoin (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Bitcoin [Abstract] | |
Schedule of Bitcoin holdings | Beginning balance – April 1, 2021 $ - Bitcoin mined at initial fair value 26,495 Bitcoin impairment losses (7,228 ) Ending balance – March 31, 2022 $ 19,267 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | March 31, March 31, Zest Labs freshness hardware $ 2,493,326 $ 2,493,326 Computers and software costs 221,988 221,988 Land 265,000 140,000 Buildings 236,000 236,000 Leasehold improvements – Pinnacle Frac 18,052 18,052 Mining technology equipment– Bitcoin 7,065,640 - Machinery and equipment – Bitcoin 91,132 - Machinery and equipment – Technology 200,019 200,019 Machinery and equipment – Commodities 3,543,554 3,384,871 Total property and equipment 14,134,711 6,694,256 Accumulated depreciation and impairment (3,805,138 ) (2,998,932 ) Property and equipment, net $ 10,329,573 $ 3,695,324 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | March 31, March 31, Patents $ 1,012,672 $ 1,012,672 Customer relationships 2,100,000 2,100,000 Non-compete agreements – Banner Midstream 250,000 250,000 Outsourced vendor relationships 1,016,736 1,016,736 Non-compete agreements – Zest Labs 340,215 340,215 Total intangible assets 4,719,623 4,719,623 Accumulated amortization and impairment (3,003,292 ) (2,654,478 ) Intangible assets, net $ 1,716,331 $ 2,065,145 |
Schedule of future amortization of the intangibles | 2023 $ 256,973 2024 265,493 2025 261,568 2026 219,813 2027 200,255 Thereafter 512,229 $ 1,716,331 |
Schedule of goodwill | Goodwill – March 31, 2022 – Banner Midstream $ 7,001,247 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | March 31, March 31, Professional fees and consulting costs $ 394,660 $ 801,243 Vacation and paid time off 101,954 106,708 Legal fees 68,723 85,694 Compensation 245,179 733,521 Interest 2,223 64,821 Insurance 486,800 1,012,756 Other 568,154 773,811 Total $ 1,867,693 $ 3,578,554 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of convertible notes and warrants estimated using Black-Scholes | Year Ended Year Ended Inception Expected term 0.5 – 2.85 years 4.58 - 5 years 5.00 years Expected volatility 110 - 113 % 94 - 101 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 0.25 - 0.42 % 0.61 - 1.74 % 1.50% - 2.77 % Market price $ 2.00 - $5.89 $ 3.05 - $10.00 |
Schedule of warrant derivative liabilities activity | March 31, March 31, Inception Fair value of 200,000 (originally 250,000) September 24, 2020 warrants $ 8,354 $ 1,348,794 $ 1,265,271 Fair value of 60,000 November 14, 2020 warrants 7,695 458,376 251,497 Fair value of 888,889 December 31, 2020 warrants 82,436 4,993,552 4,655,299 Fair value of 62,222 December 31, 2020 warrants 5,741 412,685 308,205 Fair value of 200,000 June 30, 2021 warrants 60,866 - 545,125 Fair value of 3,478,261 August 6, 2021 warrants 3,904,575 - 11,201,869 Fair value of 243,478 August 6, 2021 warrants 248,963 - 744,530 $ 4,318,630 $ 7,213,407 |
Schedule of warrant derivative liabilities | Beginning balance as of March 31, 2021 $ 7,213,407 Issuances of warrants – derivative liabilities 12,491,524 Warrants exchanged for common stock Change in fair value of warrant derivative liabilities (15,386,301 ) Ending balance as of March 31, 2022 $ 4,318,630 Beginning balance as of March 31, 2020 $ 2,774,760 Issuances of warrants – derivative liabilities 13,119,172 Warrants exchanged for common stock (27,198,984 ) Change in fair value of warrant derivative liabilities 18,518,459 Ending balance as of March 31, 2021 $ 7,213,407 |
Capitalized Drilling Costs an_2
Capitalized Drilling Costs and Oil and Gas Properties (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Oil and Gas Property [Abstract] | |
Schedule of oil and gas mineral lease | March 31, March 31, Total OGML Properties Acquired $ 6,626,793 $ 12,352,479 |
Schedule of oil and gas activities by classification | Activity Category March 31, 2021 Adjustments (1) March 31, 2022 Proved Developed Producing Oil and Gas Properties Cost $ 7,223,379 $ (2,307,411 ) $ 4,915,968 Accumulated depreciation, depletion and amortization (739,037 ) (2,486,490 ) (3,225,527 ) Changes in estimates - - - Total $ 6,484,342 $ (4,793,901 ) $ 1,690,441 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,868,137 $ (931,785 ) $ 4,936,352 Changes in estimates - - - Total $ 5,868,137 $ (931,785 ) $ 4,936,352 Grand Total $ 12,352,479 $ (5,725,686 ) $ 6,626,793 Activity Category March 31, Adjustments (1) March 31, Proved Developed Producing Oil and Gas Properties Cost $ 166,849 $ 737,478 $ 904,327 Accumulated depreciation, depletion and amortization - (739,037 ) (739,037 ) Changes in estimates - 6,319,052 6,319,052 Total $ 166,849 $ 6,317,493 $ 6,484,342 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,968,151 $ 6,219,038 $ 12,187,189 Changes in estimates - (6,319,052 ) (6,319,052 ) Total $ 5,968,151 $ (100,014 ) $ 5,868,137 Grand Total $ 6,135,000 $ 6,217,479 $ 12,352,479 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, March 31, Credit facility -Trend Discovery SPV 1, LLC (a) $ 595,855 $ - Note payable – Alliance Bank (b) 236,755 1,033,117 Commercial loan – Firstar Bank (c) 245,217 625,687 Auto loan 1 – Firstar Bank (d) 16,839 28,547 Auto loan 2 – Firstar Bank (e) - 38,054 Auto loan 3 – Ally Bank (f) - 34,319 Auto loan 4 – Ally Bank (g) 23,012 35,392 Auto loan 7 – Ally Bank (h) - 68,901 Tractor loan 6 – Tab Bank (i) 118,332 179,527 Auto loan – Ford (j) 80,325 - Ecoark – PPP Loan (k) - 23,966 Total long-term debt 1,316,335 2,067,510 Less: current portion (1,181,021 ) (1,055,578 ) Long-term debt, net of current portion $ 135,314 $ 1,011,932 |
Schedule of maturities | 2023 $ 1,181,021 2024 77,361 2025 15,432 2026 13,779 2027 14,599 Thereafter 14,143 $ 1,316,335 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Notes Payable - Related Parties [Abstract] | |
Schedule of notes payable to related parties | March 31, March 31, Ecoark Holdings Board Member (a) $ - $ 577,500 Total Notes Payable – Related Parties - 577,500 Less: Current Portion of Notes Payable – Related Parties - (577,500 ) Long-term debt, net of current portion $ - $ - |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Stockholders’ Equity (Deficit) (Tables) [Line Items] | |
Schedule of changes in stock options | 2022 2021 Number Weighted Number Weighted Beginning balance 1,127,111 $ 10.46 1,623,834 $ 5.60 Granted 3,921,739 5.97 2,675,000 7.69 Exercised — --- (3,171,723 ) (5.08 ) Cancelled — — — — Expired (28,000 ) — — — Ending balance 5,020,850 $ 6.94 1,127,111 $ 10.46 Intrinsic value of warrants $ - $ 2,987,794 Weighted Average Remaining Contractual Life (Years) 2.3 1.7 |
Non-qualified stock options [Member] | |
Stockholders’ Equity (Deficit) (Tables) [Line Items] | |
Schedule of changes in stock options | 2022 2021 Number Weighted Number Weighted Beginning balance 1,649,625 $ 6.84 1,644,547 $ 6.10 Granted 47,004 5.41 119,821 12.90 Exercised (10,000 ) (2.83 ) (114,743 ) (2.92 ) Cancelled (403,500 ) (13.00 ) - - Forfeited (95,187 ) (2.50 ) - - Ending balance 1,187,942 $ 5.07 1,649,625 $ 6.84 Intrinsic value of options $ - $ 10,044,153 Weighted Average Remaining Contractual Life (Years) 7.2 7.7 |
2013 Incentive Stock Plan [Member] | |
Stockholders’ Equity (Deficit) (Tables) [Line Items] | |
Schedule of changes in stock options | 2022 2021 Number Weighted Number Weighted Beginning balance 346,497 $ 13.00 346,497 $ 13.00 Granted - - Options granted in exchange for shares - - Exercised - - Expired/Cancelled (218,999 ) - Forfeited - - Ending balance 127,498 $ 13.00 346,497 $ 13.00 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 5.5 6.6 |
2017 Omnibus Incentive Plan [Member] | |
Stockholders’ Equity (Deficit) (Tables) [Line Items] | |
Schedule of changes in stock options | 2022 2021 Number Weighted Number Weighted Beginning balance 444,891 $ 8.24 534,217 $ 7.70 Granted 336,250 5.27 75,000 11.61 Shares modified to options - - Exercised (12,000 ) (34,831 ) Cancelled (160,903 ) (129,495 ) Forfeited (10,000 ) - Ending balance 598,238 $ 6.62 444,891 $ 8.24 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 7.1 7.2 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of assets acquired | Building $ 236,000 Land 140,000 Oil and Gas Properties 3,224,000 Asset retirement obligation (100,000 ) $ 3,500,000 Oil and Gas Properties $ 760,000 Asset retirement obligation (10,000 ) $ 750,000 Oil and gas properties $ 250,000 $ 250,000 Working interest in oil and gas wells $ 53,500 $ 53,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | Level 1 Level 2 Level 3 Total Gains March 31, 2022 Warrant derivative liabilities $ - $ - $ 4,318,630 $ 15,386,301 Bitcoin 19,267 - - (7,228 ) March 31, 2021 Warrant derivative liabilities $ - $ - $ 7,213,407 $ (18,518,459 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Year Ended March 31, 2022 Bitcoin Mining Commodities Technology Total Segmented operating revenues $ 27,182 $ 25,572,463 $ - $ 25,599,645 Cost of revenues 183,590 13,272,323 - 13,455,913 Gross profit (loss) (156,408 ) 12,300,140 - 12,143,732 Total operating expenses and income taxes net of depreciation, amortization, depletion, accretion and impairment 6,945,688 19,407,433 2,944,567 29,297,688 Depreciation, amortization, depletion, accretion and impairment 62,629 7,001,507 291,905 7,356,041 Other (income) expense 117,616 (13,151,457 ) (1,098,118 ) (14,131,959 ) Income (loss) from continuing operations $ (7,282,341 ) $ (957,343 ) $ (2,138,354 ) $ (10,378,038 ) Segmented assets as of March 31, 2022 Property and equipment, net $ 7,226,370 $ 3,103,203 $ - $ 10,329,573 Oil and Gas Properties/Capitalized drilling costs $ - $ 7,231,367 $ - $ 7,231,367 Intangible assets, net $ 19,267 $ 1,716,331 $ - $ 1,735,598 Goodwill $ - $ 7,001,247 $ - $ 7,001,247 Capital expenditures $ 7,281,772 $ 19,500 $ - $ 7,301,272 Year Ended March 31, 2021 Commodities Technology Total Segmented operating revenues $ 15,084,532 $ - $ 15,084,532 Cost of revenues 14,726,936 - 14,726,936 Gross profit 357,596 - 357,596 Total operating expenses and income taxes net of depreciation, amortization, depletion and accretion 14,272,115 3,164,696 17,436,811 Depreciation, amortization, depletion and accretion 1,652,844 249,962 1,902,806 Other (income) expense 2,200,245 87,334 2,287,579 Loss from continuing operations $ (17,767,608 ) $ (3,501,992 ) $ (21,269,600 ) Segmented assets as of March 31, 2021 Property and equipment, net $ 3,403,419 $ 291,905 $ 3,695,324 Oil and Gas Properties/Capitalized drilling costs $ 14,918,531 $ - $ 14,918,531 Intangible assets, net $ 2,065,145 $ - $ 2,065,145 Goodwill $ 7,001,247 $ - $ 7,001,247 Capital expenditures $ 616,733 $ - $ 616,733 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of maturity of operating lease liability | Maturity of lease liability for the operating leases for the period ended March 31, 2023 $ 343,878 2024 $ 256,797 2025 $ 98,209 2026 $ 98,313 2027 $ 58,341 Imputed interest $ (59,090 ) Total lease liability $ 796,448 |
Schedule of maturity of lease liability for the operating leases | Disclosed as: Current portion $ 317,718 Non-current portion $ 478,730 |
Schedule of maturity of financing leases liability | Maturity of lease liability for the financing leases for the period ended March 31, 2023 $ 151,287 2024 $ 134,067 2025 $ 18,127 2026 $ - Imputed interest $ (8,423 ) Total lease liability $ 295,058 |
Schedule of maturity of lease liability for the financing leases | Disclosed as: Current portion $ 145,174 Non-current portion $ 149,884 |
Schedule of amortization of the right of use asset | Amortization of the right of use asset for the period ended March 31, 2023 $ 454,302 2024 $ 367,035 2025 $ 105,504 2026 $ 88,932 2027 $ 54,079 Total $ 1,069,852 |
Schedule of total lease cost | Year ended Year ended Operating lease expense $ 266,584 $ 162,206 Finance lease expense Depreciation of capitalized finance lease assets 161,603 136,804 Interest expense on finance lease liabilities 10,372 14,482 Total lease cost $ 438,559 $ 313,492 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | March 31, March 31, Balance, beginning of period $ 1,531,589 $ 294,800 Accretion expense 155,612 64,401 Reclamation obligations settled - - Disposition due to sale of property (383,450 ) - Additions - 110,000 Changes in estimates - 1,062,388 Balance, end of period $ 1,303,751 $ 1,531,589 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of tax benefit computed at the statutory federal tax rate | 2022 2021 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 1.17 % 3.23 % Permanent differences and one-time adjustments 29.13 % 7.66 % True-up impact 143.14 % - % Change in valuation allowance (195.34 )% (31.89 )% Totals (0.90 )% 0.00 % |
Schedule of deferred tax assets (liabilities) | As of As of March 31, March 31, Deferred tax assets: Net operating losses $ 44,372,636 $ 29,596,000 Accrued expenses 65,135 57,000 Stock options 7,014,768 5,349,000 ROU Liability 246,116 224,000 Intangibles – Oil and Gas Properties 853,068 - Other 177,150 166,000 Total deferred tax assets 52,728,873 35,392,000 Deferred tax liabilities: Intangible assets (386,754 ) (1,630,000 ) ROU Assets (240,933 ) (216,000 ) Other (257,160 ) (94,000 ) Total deferred tax liabilities (884,847 ) (1,940,000 ) 51,844,026 33,452,000 Valuation allowance (51,844,026 ) (33,452,000 ) Net deferred tax assets/liabilities $ - $ - |
Schedule of provision (benefit) for income taxes | Current $ 85,000 $ 58,000 Deferred - - Total $ 85,000 $ 58,000 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of results of operations | Results of Operations March 31, March 31, Sales $ 6,814,706 $ 2,362,577 Lease operating costs (6,267,396 ) (9,476,002 ) Depletion, accretion and impairment (6,184,744 ) (933,437 ) $ (5,637,434 ) $ (8,046,862 ) |
Schedule of estimated quantities of proved reserves (Mbbl) | Estimated Quantities of Proved Reserves March 31, March 31, Proved Developed, Producing 169,688 462,914 Proved Developed, Non-Producing - - Total Proved Developed 169,688 462,914 Proved Undeveloped - - Total Proved 169,688 462,914 |
Schedule of standardized measure of discounted future net cash flow | Standardized Measure of Discounted Future Net Cash Flow March 31, March 31, Future gross revenue $ 12,801,590 $ 17,838,848 Less: Future production tax expense (594,245 ) (1,181,379 ) Future gross revenue after production taxes 12,207,345 16,657,469 Less: Future operating costs (4,377,768 ) (5,057,721 ) Less: Ad Valorem Taxes (147,049 ) (159,814 ) Less: Development costs (373,074 ) (870,357 ) Future net income (loss) before taxes 7,309,454 10,569,577 10% annual discount for estimated timing of cash flows (2,460,231 ) (3,346,198 ) Standardized measure of discounted future net cash flows (PV10) $ 4,849,223 $ 7,223,379 |
Schedule of change in standardized measure of discounted future net cash flow | Change in Standardized Measure of Discounted Future Net Cash Flow March 31, March 31, Balance - beginning $ 7,223,379 $ (88,308 ) Net changes in prices and production costs 563,842 (3,959,920 ) Net changes in future development costs 144,227 (391,731 ) Sales of oil and gas produced, net 2,027,237 (1,479,927 ) Extensions, discoveries and improved recovery - - Purchases of reserves 2,113,917 13,054,957 Sales of reserves - - Revisions of previous quantity estimates (7,223,379 ) 88,308 Previously estimated development costs incurred - - Net change income taxes - - Accretion of discount - - Balance - ending $ 4,849,223 $ 7,223,379 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Oct. 06, 2021 USD ($) shares | Sep. 01, 2021 USD ($) | Aug. 06, 2021 shares | Jul. 02, 2021 | Apr. 09, 2021 USD ($) | Sep. 04, 2020 USD ($) a | Aug. 14, 2020 | Jun. 11, 2020 | Sep. 30, 2021 USD ($) shares | Aug. 31, 2021 USD ($) $ / shares | Aug. 16, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares $ / item shares | Dec. 29, 2020 shares | Dec. 17, 2020 shares | Dec. 31, 2020 USD ($) $ / item shares | Mar. 31, 2022 USD ($) a | Mar. 31, 2021 USD ($) | Dec. 07, 2021 | Nov. 19, 2021 shares | Sep. 22, 2021 $ / shares | Jun. 18, 2020 USD ($) | Mar. 31, 2020 USD ($) $ / shares | May 31, 2019 shares | |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Number of acres (in Acres) | a | 1,600 | 30,000 | |||||||||||||||||||||
Acquired entity energy assets, description | the Company acquired certain energy assets from SR Acquisition I, LLC for $1,000 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-ins with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. | ||||||||||||||||||||||
Acquired amount | $ 500 | ||||||||||||||||||||||
Purchase agreement description | The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225,000 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500,000 consisting of (i) $1,500,000 in cash, net of $304,475 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 102,828 shares. | ||||||||||||||||||||||
Working interest, percentage | 80% | 100% | 61% | ||||||||||||||||||||
Net of revenue | 75% | ||||||||||||||||||||||
Cash and cash equivalents | $ 1,500,000 | ||||||||||||||||||||||
Cost amount | $ 5,746,941 | ||||||||||||||||||||||
Drilling costs | $ 3,387,000 | ||||||||||||||||||||||
Net revenue interest, percentage | 67.50% | ||||||||||||||||||||||
Purchase price of leases description | The purchase prices of these leases were $125,474, $312,264 and $312,262, respectively, totaling $750,000. The consideration paid to the Sellers was in the form of 68,000 shares of common stock. | ||||||||||||||||||||||
Acquired additional leases | $ 916,242 | ||||||||||||||||||||||
Acquire working interests | $ 53,500 | ||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||||||||||
Reduced authorized common stock (in Shares) | shares | 30,000,000 | ||||||||||||||||||||||
Shares issued (in Shares) | shares | 888,889 | 888,889 | |||||||||||||||||||||
Per share (in Dollars per share) | $ / shares | $ 9 | ||||||||||||||||||||||
Gross proceeds | $ 8,000,000 | ||||||||||||||||||||||
Warrant, description | The Company granted 62,222 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. | ||||||||||||||||||||||
Total damages | $ 115,000,000 | ||||||||||||||||||||||
Compensatory damages | 65,000,000 | ||||||||||||||||||||||
Punitive damages | $ 50,000,000 | ||||||||||||||||||||||
Ownership shares, description | The Company assigned its membership interest in Trend Holdings and its related wholly owned subsidiaries to Agora on September 22, 2021, for the sale of the initial 100 shares for $10. On October 1, 2021, the Company purchased 41,671,121 shares of Agora common stock for $4,167,112 which Agora used to purchase equipment to commence the Bitstream operations. | ||||||||||||||||||||||
Stockholders percentage | 80% | ||||||||||||||||||||||
Ownership percentage | 20% | ||||||||||||||||||||||
Restricted stock units | $ 272,252 | ||||||||||||||||||||||
Cancellation of shares (in Shares) | shares | 672,499 | ||||||||||||||||||||||
Bitstream, description | Agora began beta testing its initial miners in mid-November 2021 and by the quarter ended September 30, 2022, we anticipate the Bitmain miners supplied by the counterparty will be operational. | ||||||||||||||||||||||
Exceeds bitstream’s power cost price per kWh | $ 10 | ||||||||||||||||||||||
Bitstream power, description | Bitstream has: ●entered into a letter of intent to obtain a source of electric power in West Texas, including the initial 12 megawatts (“MW”) of power, and an increase to 48 MW in the next six to twelve months, and has also entered into a second letter of intent for an additional 30 MW at a second location; subject in each case to entering into a definitive power purchase agreement with the retail power provider; ●paid the power management company $2,422,500 which includes $2,000,000 in power development fees and is negotiating definitive agreements for the power; and ●ordered 5,000 used Canaan AvalonMiners 841 13 tera hash per second (“TH/s”) miners for $1,350,000 plus shipping costs, which have all been delivered to the West Texas data centers. Priority Power Management, LLC Letters of Intent to develop high performance data centers On September 3, 2021, Bitstream entered into a letter of intent with PPM under which PPM will build a high-performance data center, which includes site acquisition, development and sourcing of electrical capacity of 12 MWs at a West Texas location. This letter of intent is subject to execution of a definitive agreement. The execution of a definitive agreement has been delayed pending closing of the Agora offering. We paid PPM a development fee of $1,000,000 and reimbursed it $96,000 which PPM paid to the utility for access to power that is imminently available and has longer term potential to reach a higher capacity. PPM has advised us that it has arranged for 12 MW of available capacity by signing a Distribution Facilities Extension Agreement (“DFEA”) with the utility and posting the required deposit of $96,000. On October 20, 2021, Bitstream entered into a second letter of intent with PPM under which PPM will build a high-performance data center, which includes site acquisition, development and sourcing of electrical capacity of 30 MWs at a second West Texas location. This supplements the Company’s September 3, 2021 agreement to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power assuming execution of a definitive agreement. The execution of a definitive agreement has been delayed pending closing of the Agora offering. In connection with the second letter of intent, we paid PPM another development fee of $1,000,000 and reimbursed it $326,500 which PPM paid to a utility. We also agreed to pay PPM an additional $1,628,000 upon entering into the definitive agreement. PPM has advised us that it has arranged for 30 MW of available capacity by signing another DFEA with the utility for this second location and posting the required deposit of $326,500. | ||||||||||||||||||||||
Second binding letter of intent, description | In connection with the increase in electrical capacity, the Company has agreed to pay a total of $2,954,500, consisting of a $2,628,000 development fee, of which $1,628,000 will be due and payable upon completion of the public offering or execution of the definitive agreement and a $326,500 reimbursement for payments made by the power management company to the electric utility to obtain the power. Of this amount $1,326,500 has already been paid. | ||||||||||||||||||||||
Amount for used canaan | $ 1,350,000 | ||||||||||||||||||||||
Bitstream shares (in Shares) | shares | 5,000 | ||||||||||||||||||||||
Amount for advanced housing infrastructure | $ 375,000 | ||||||||||||||||||||||
Price per acer (in Dollars per share) | $ / shares | $ 12,500 | ||||||||||||||||||||||
Reimbursed amount | $ 125,000 | ||||||||||||||||||||||
Amount paid for high speed and efficient miners | $ 600,000 | ||||||||||||||||||||||
Agreement amount | $ 100,000 | ||||||||||||||||||||||
Hosting agreement, description | the Hosting Company will host third parties’ Bitmain Antminer S19 miners at the Company’s site location, and we will receive 100% of the resulting revenue for mining production at up to the hash rate (TH/s) at which Bitmain has indicated that the miners will operate, and 65% of the mining production which exceeds that hash rate. For example, if Bitmain indicates that a miner will operate at a hash rate of 100 TH/s and the miner operates at 150 TH/s, the Company would receive 100% of the stated manufacturer clock rate attributable to 100 TH/s and 65% of the revenue attributable to the overclock rate including the additional 50 TH/s. | ||||||||||||||||||||||
Revenue amount | $ 61,500 | ||||||||||||||||||||||
Ownership percentage | 90% | ||||||||||||||||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 10 | $ 3.15 | |||||||||||||||||||||
Common stock distribute rate | 80% | ||||||||||||||||||||||
Ownership percentage | 20% | ||||||||||||||||||||||
Outstanding voting share percentage | 50% | ||||||||||||||||||||||
Depreciation, depletion and amortization expense | $ 739,037 | $ 2,832,369 | |||||||||||||||||||||
Discounted percentage | 10% | ||||||||||||||||||||||
Impairment charges | $ 772,000 | ||||||||||||||||||||||
Accounts receivable, description | Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. | ||||||||||||||||||||||
Accounts receivable, net of allowance | $ 208,713 | ||||||||||||||||||||||
Net income loss | (10,554,452) | 20,889,437 | |||||||||||||||||||||
Working capital deficit | 8,394,850 | (11,846,156) | |||||||||||||||||||||
Accumulated deficit | 158,868,204 | ||||||||||||||||||||||
Cash and cash equivalents | 407,656 | $ 1,218,104 | $ 406,171 | ||||||||||||||||||||
Convertible preferred stock | $ 12,000,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | shares | 10,000,000 | ||||||||||||||||||||||
Strike price (in Dollars per Item) | $ / item | 10 | 10 | |||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Working interest, percentage | 90% | ||||||||||||||||||||||
Net revenue interest, percentage | 67.50% | ||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 40,000,000 | ||||||||||||||||||||||
Bitstream amount | $ 14,000,000 | ||||||||||||||||||||||
Maximum [Member] | 2017 Omnibus Incentive Plan [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 1,300,000 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Working interest, percentage | 70% | ||||||||||||||||||||||
Net revenue interest, percentage | 52.50% | ||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 30,000,000 | ||||||||||||||||||||||
Bitstream amount | $ 12,000,000 | ||||||||||||||||||||||
Minimum [Member] | 2017 Omnibus Incentive Plan [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 800,000 | ||||||||||||||||||||||
West Texas [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Price per acer (in Dollars per share) | $ / shares | $ 250,000 | ||||||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | shares | 100 | ||||||||||||||||||||||
Ownership percentage | 100% | ||||||||||||||||||||||
O’Neal OGML [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Working interest, percentage | 100% | ||||||||||||||||||||||
President and Director [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Restricted stock units | $ 63,998 | ||||||||||||||||||||||
White River and Shamrock [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Number of acres (in Acres) | a | 30,000 | ||||||||||||||||||||||
Shamrock Upstream Energy, LLC [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Acquire working interests | $ 250,000 | ||||||||||||||||||||||
Institutional Investor [Member] | Warrant [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | shares | 888,889 | 888,889 | |||||||||||||||||||||
Placement Agent [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.25 | ||||||||||||||||||||||
Option [Member] | |||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||||||||||
Price per acer (in Dollars per share) | $ / shares | $ 400 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Schedule of ownership interest in equity | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Schedule of ownership interest in equity [Abstract] | |
Net loss attributable to the Company’s stockholders | $ (7,308,185) |
Increase in the Company’s additional paid-in capital for the issuance of the 4,600,000 restricted common shares of Agora | 4,683,756 |
Change from net loss attributable to the Company’s stockholders and transfers to noncontrolling interest | $ (2,624,429) |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details) - Schedule of ownership interest in equity (Parentheticals) | 12 Months Ended |
Mar. 31, 2022 shares | |
Schedule of ownership interest in equity [Abstract] | |
Issuance of restricted common shares | 4,600 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of current assets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of current assets [Abstract] | ||
Cash | $ 68,541 | $ 97,974 |
Accounts receivable | 277,089 | 145,127 |
Prepaid expenses | 137,101 | 53,094 |
Total | $ 482,731 | $ 296,195 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of non-current assets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of non-current assets [Abstract] | ||
Goodwill | $ 3,222,799 | $ 3,222,799 |
Equipment - Pinnacle | 193,904 | |
Total | $ 3,222,799 | $ 3,416,703 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of current liabilities - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of current liabilities [Abstract] | ||
Accounts payable and accrued expenses | $ 48,079 | $ 12,215 |
Other current liabilities | 9,226 | |
Total | $ 48,079 | $ 21,441 |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of operations to discontinued operations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of operations to discontinued operations [Abstract] | ||
Revenue | $ 795,448 | $ 478,342 |
Operating expenses | 971,862 | 98,179 |
Provision for income taxes | ||
Net loss (income) from discontinued operations | $ (176,414) | $ 380,163 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue by major source - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from continuing operations: | ||
Total Revenues | $ 25,599,645 | $ 15,084,532 |
Bitcoin Mining [Member] | ||
Revenue from continuing operations: | ||
Total Revenues | 26,495 | |
Oil and Gas Production [Member] | ||
Revenue from continuing operations: | ||
Total Revenues | 6,814,706 | 2,362,577 |
Transportation Services [Member] | ||
Revenue from continuing operations: | ||
Total Revenues | 18,457,567 | 12,318,309 |
Fuel Rebate [Member] | ||
Revenue from continuing operations: | ||
Total Revenues | 251,945 | 243,961 |
Equipment Rental and Other [Member] | ||
Revenue from continuing operations: | ||
Total Revenues | $ 48,932 | $ 159,685 |
Inventories (Details)
Inventories (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Average price of unsold crude oil, description | The Company’s inventory as of March 31, 2022 and 2021 of $107,026 and $122,007, respectively, consisted of crude oil of approximately 4,935 and 6,198 barrels of unsold crude oil, respectively, using the lower of cost (LIFO) or net realizable value. |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | 12 Months Ended | ||||
Aug. 14, 2020 | Jul. 08, 2020 | Mar. 31, 2022 | Aug. 07, 2020 | Jun. 18, 2020 | |
Note Receivable (Details) [Line Items] | |||||
Total note receivable | $ 300,000 | ||||
Maturity date | The note was non-interest bearing if paid or converted within forty-five days of the issuance date of June 18, 2020 (August 2, 2020, which is the maturity date). | ||||
Interest rate | 11% | ||||
Advances | $ 50,000 | ||||
Total note receivable | $ 25,000 | ||||
Accrued interest income | $ 4,475 | ||||
Purchase price acquisition | 3,500,000 | ||||
Amount transaction | 1,196,000 | ||||
Cash | $ 1,500,000 | ||||
Senior Secured Debt [Member] | |||||
Note Receivable (Details) [Line Items] | |||||
Total note receivable | $ 225,000 | ||||
Rabb Resources, LTD [Member] | |||||
Note Receivable (Details) [Line Items] | |||||
Unsecured amount | $ 25,000 | ||||
Secured amount | 200,000 | ||||
Convertible into shares at value | $ 225,000 |
Bitcoin (Details)
Bitcoin (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Bitcoin [Abstract] | |
Bitcoins description | the Company mined 0.57361732 Bitcoins |
Bitcoins value | $ 26,495 |
Bitcoin impairment losses | 7,228 |
Carrying value | $ 19,267 |
Bitcoin (Details) - Schedule of
Bitcoin (Details) - Schedule of Bitcoin holdings | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Schedule of Bitcoin holdings [Abstract] | |
Beginning balance – April 1, 2021 | |
Bitcoin mined at initial fair value | 26,495 |
Bitcoin impairment losses | (7,228) |
Ending balance – March 31, 2022 | $ 19,267 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 02, 2021 | Feb. 28, 2022 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property and Equipment [Abstract] | |||||
Public utilities, property, plant and equipment, plant in service | $ 201,388 | ||||
Accumulated depreciation | $ 7,484 | ||||
Assets | $ 6,720,809 | ||||
Cash exchange, description | In February 2022, the Company traded in a vehicle valued at $51,806 for a new vehicle valued at $91,132. | The Company in April 2021 traded in a truck with a value of $5,447 for a new truck with a value of $2,532 and received cash of $2,500 in the exchange. | |||
Depreciation expense | 698,999 | $ 684,024 | |||
Undepreciated fixed assets | $ 116,256 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 14,134,711 | $ 6,694,256 |
Accumulated depreciation and impairment | (3,805,138) | (2,998,932) |
Property and equipment, net | 10,329,573 | 3,695,324 |
Zest Labs freshness hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,493,326 | 2,493,326 |
Computers and Software Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 221,988 | 221,988 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 265,000 | 140,000 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 236,000 | 236,000 |
Leasehold improvements – Pinnacle Frac [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 18,052 | 18,052 |
Mining technology equipment– Bitcoin [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,065,640 | |
Machinery and equipment – Bitcoin [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 91,132 | |
Machinery and equipment - Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 200,019 | 200,019 |
Machinery and equipment – Commodities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,543,554 | $ 3,384,871 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets and Goodwill (Details) [Line Items] | ||
Customer relationships and non-compete agreements value | $ 2,350,000 | |
Estimated useful lives | 10 years | |
Amortization expense | $ 348,814 | $ 284,855 |
Reclassified to non-current assets | $ 3,222,799 | |
Non-Compete Agreements [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Estimated useful lives | 5 years | |
Banner Midstream [Member] | ||
Intangible Assets and Goodwill (Details) [Line Items] | ||
Incurred goodwill | $ 10,224,046 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 4,719,623 | $ 4,719,623 |
Accumulated amortization and impairment | (3,003,292) | (2,654,478) |
Intangible assets, net | 1,716,331 | 2,065,145 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,012,672 | 1,012,672 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 2,100,000 | 2,100,000 |
Non-compete agreements – Banner Midstream [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 250,000 | 250,000 |
Outsourced vendor relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,016,736 | 1,016,736 |
Non-compete agreements – Zest Labs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 340,215 | $ 340,215 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of future amortization of the intangibles | Mar. 31, 2022 USD ($) |
Schedule of future amortization of the intangibles [Abstract] | |
2023 | $ 256,973 |
2024 | 265,493 |
2025 | 261,568 |
2026 | 219,813 |
2027 | 200,255 |
Thereafter | 512,229 |
Intangible assets, net | $ 1,716,331 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details) - Schedule of goodwill | Mar. 31, 2022 USD ($) |
Banner Midstream [Member] | |
Goodwill [Line Items] | |
Goodwill | $ 7,001,247 |
Power Development Cost (Details
Power Development Cost (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Power Development Cost (Details) [Line Items] | |
Paid in agreements | $ 1,000,000 |
Total of third party amount | 2,000,000 |
Purchase of extension agreement | 2,000,000 |
Minimum [Member] | |
Power Development Cost (Details) [Line Items] | |
Related party amount | 96,000 |
Maximum [Member] | |
Power Development Cost (Details) [Line Items] | |
Related party amount | $ 326,500 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) | 12 Months Ended |
Mar. 31, 2021 USD ($) | |
Payables and Accruals [Abstract] | |
Amount converted | $ 2,362,760 |
Loss on conversion | $ 1,247,971 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of accrued liabilities [Abstract] | ||
Professional fees and consulting costs | $ 394,660 | $ 801,243 |
Vacation and paid time off | 101,954 | 106,708 |
Legal fees | 68,723 | 85,694 |
Compensation | 245,179 | 733,521 |
Interest | 2,223 | 64,821 |
Insurance | 486,800 | 1,012,756 |
Other | 568,154 | 773,811 |
Total | $ 1,867,693 | $ 3,578,554 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 14, 2020 | Mar. 18, 2016 | Aug. 06, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Sep. 24, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Warrant Derivative Liabilities (Details) [Line Items] | |||||||||
Number of warrants granted (in Shares) | 60,000 | 3,478,261 | 4,655,299 | ||||||
Strike price (in Dollars per share) | $ 7.75 | ||||||||
Fair value of warrants estimated | $ 251,497 | $ 7,695 | |||||||
Description of maturity date | On December 30, 2020, the Company granted 888,889 two-year warrants, with a strike price of $10.00, in the registered direct offering. | ||||||||
Warrant exercised | $ 176,000 | ||||||||
Fair value of warrants | $ 82,436 | ||||||||
Warrants outstanding (in Shares) | 200,000 | ||||||||
Warrant granted (in Shares) | 250,000 | 8,354 | |||||||
Purchase agreement (in Shares) | 200,000 | ||||||||
Strike price per share (in Dollars per share) | $ 10 | ||||||||
Fair value of warrants estimated | $ 545,125 | $ 60,866 | |||||||
Registered direct offering closed | $ 20,000,000 | ||||||||
Number of shares sold (in Shares) | 5,000,000 | 3,478,261 | 376,379 | ||||||
Price per share (in Dollars per share) | $ 5.75 | ||||||||
Number of warrant exercisable (in Shares) | 243,478 | ||||||||
Warrant exercisable price per share (in Dollars per share) | $ 7.1875 | ||||||||
Change in fair value of derivative liabilities | 15,386,301 | (18,518,459) | |||||||
Expenses related to warrants granted | 1,289,655 | $ 2,348,929 | |||||||
Private Placement [Member] | |||||||||
Warrant Derivative Liabilities (Details) [Line Items] | |||||||||
Number of warrants granted (in Shares) | 62,222 | ||||||||
Strike price (in Dollars per share) | $ 11.25 | ||||||||
Fair value of warrants | $ 308,205 | 5,741 | |||||||
Investor Warrants [Member] | |||||||||
Warrant Derivative Liabilities (Details) [Line Items] | |||||||||
Fair value of warrants estimated | $ 11,201,869 | 3,904,575 | |||||||
Placement Agent Warrants [Member] | |||||||||
Warrant Derivative Liabilities (Details) [Line Items] | |||||||||
Fair value of warrants estimated | $ 744,530 | $ 248,963 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details) - Schedule of convertible notes and warrants estimated using Black-Scholes - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 6 months | 4 years 6 months 29 days |
Expected volatility | 110% | 94% |
Risk-free interest rate | 0.25% | 0.61% |
Market price (in Dollars per share) | $ 2 | $ 3.05 |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 2 years 10 months 6 days | 5 years |
Expected volatility | 113% | 101% |
Risk-free interest rate | 0.42% | 1.74% |
Market price (in Dollars per share) | $ 5.89 | $ 10 |
Inception [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Inception [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 91% | |
Risk-free interest rate | 1.50% | |
Inception [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 107% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity [Line Items] | ||
Fair value of 200,000 (originally 250,000) September 24, 2020 warrants | $ 8,354 | $ 1,348,794 |
Fair value of 60,000 November 14, 2020 warrants | 7,695 | 458,376 |
Fair value of 888,889 December 31, 2020 warrants | 82,436 | 4,993,552 |
Fair value of 62,222 December 31, 2020 warrants | 5,741 | 412,685 |
Fair value of 200,000 June 30, 2021 warrants | 60,866 | |
Fair value of 3,478,261 August 6, 2021 warrants | 3,904,575 | |
Fair value of 243,478 August 6, 2021 warrants | 248,963 | |
Total | 4,318,630 | $ 7,213,407 |
Inception [Member] | ||
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity [Line Items] | ||
Fair value of 200,000 (originally 250,000) September 24, 2020 warrants | 1,265,271 | |
Fair value of 60,000 November 14, 2020 warrants | 251,497 | |
Fair value of 888,889 December 31, 2020 warrants | 4,655,299 | |
Fair value of 62,222 December 31, 2020 warrants | 308,205 | |
Fair value of 200,000 June 30, 2021 warrants | 545,125 | |
Fair value of 3,478,261 August 6, 2021 warrants | 11,201,869 | |
Fair value of 243,478 August 6, 2021 warrants | $ 744,530 |
Warrant Derivative Liabilitie_5
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of warrant derivative liabilities [Abstract] | ||
Beginning balance | $ 7,213,407 | $ 2,774,760 |
Issuances of warrants – derivative liabilities | 12,491,524 | 13,119,172 |
Warrants exchanged for common stock | (27,198,984) | |
Change in fair value of warrant derivative liabilities | (15,386,301) | 18,518,459 |
Ending balance | $ 4,318,630 | $ 7,213,407 |
Capitalized Drilling Costs an_3
Capitalized Drilling Costs and Oil and Gas Properties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Jul. 11, 2021 | May 13, 2021 | Oct. 09, 2020 | Oct. 01, 2020 | Sep. 04, 2020 | Aug. 14, 2020 | Jun. 11, 2020 | Mar. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2020 | Jun. 18, 2020 | Mar. 31, 2022 | Jul. 02, 2019 | Jun. 18, 2019 | |
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | ||||||||||||||
Incurred in costs related | $ 6,083,542 | |||||||||||||
Drilling costs expenses | 3,387,000 | |||||||||||||
Amortize costs | 2,696,542 | |||||||||||||
Capitalized drilling costs | 604,574 | |||||||||||||
Drilling credit value | $ 125,000 | |||||||||||||
Royalty retained interest | 1% | |||||||||||||
Impaired loss on property | $ 82,500 | $ 82,500 | ||||||||||||
Purchase price | $ 615,000 | $ 22,400 | $ 3,500,000 | $ 750,000 | ||||||||||
Oil and gas properties | $ 615,000 | $ 22,400 | $ 1,500,000 | $ 3,224,000 | $ 760,000 | |||||||||
Purchase price | $ 1,500,000 | |||||||||||||
Working interest | $ 600,000 | |||||||||||||
Drilling workover credit value | 300,000 | |||||||||||||
Gain sale of property | $ 112,094 | 600,000 | ||||||||||||
Asset retirement obligation | 12,094 | 175 | ||||||||||||
Total gain | 121,190 | $ 600,175 | ||||||||||||
Properties purchased | 1,500 | |||||||||||||
Depletion | $ 21,191 | |||||||||||||
Impaired undeveloped reserves totaling | $ 1,235,285 | |||||||||||||
Mississippi and Louisiana [Member] | ||||||||||||||
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | ||||||||||||||
Lease assets paid in cash | $ 2,000 | |||||||||||||
Deshotel lease [Member] | ||||||||||||||
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | ||||||||||||||
Additional leases | $ 916,242 | |||||||||||||
Black Brush [Member] | ||||||||||||||
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | ||||||||||||||
Additional leases | $ 916,242 |
Capitalized Drilling Costs an_4
Capitalized Drilling Costs and Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of oil and gas mineral lease [Abstract] | ||
Total OGML Properties Acquired | $ 6,626,793 | $ 12,352,479 |
Capitalized Drilling Costs an_5
Capitalized Drilling Costs and Oil and Gas Properties (Details) - Schedule of oil and gas activities by classification - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | |
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | $ 1,690,441 | $ 6,484,342 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | 4,936,352 | 5,868,137 | |
Grand Total | 6,626,793 | 12,352,479 | |
March 31, 2021 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | 6,484,342 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | 5,868,137 | ||
Grand Total | 12,352,479 | ||
Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | [1] | (4,793,901) | 6,317,493 |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | [1] | (931,785) | (100,014) |
Grand Total | [1] | (5,725,686) | 6,217,479 |
March 31, 2020 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | 166,849 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | 5,968,151 | ||
Grand Total | 6,135,000 | ||
Cost [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | 4,915,968 | 904,327 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | 4,936,352 | 12,187,189 | |
Cost [Member] | March 31, 2021 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | 7,223,379 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | 5,868,137 | ||
Cost [Member] | Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | [1] | (2,307,411) | 737,478 |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | [1] | (931,785) | 6,219,038 |
Cost [Member] | March 31, 2020 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | 166,849 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | 5,968,151 | ||
Accumulated depreciation, depletion and amortization [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | (3,225,527) | (739,037) | |
Accumulated depreciation, depletion and amortization [Member] | March 31, 2021 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | (739,037) | ||
Accumulated depreciation, depletion and amortization [Member] | Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | [1] | (2,486,490) | (739,037) |
Accumulated depreciation, depletion and amortization [Member] | March 31, 2020 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | |||
Changes in estimates [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | 6,319,052 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | (6,319,052) | ||
Changes in estimates [Member] | March 31, 2021 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | |||
Changes in estimates [Member] | Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | [1] | 6,319,052 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | [1] | (6,319,052) | |
Changes in estimates [Member] | March 31, 2020 [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Total, Proved Developed Producing Oil and Gas Properties | |||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Total, Undeveloped and Non-Producing Oil and Gas Properties | |||
[1]Relates to acquisitions and dispositions of reserves, and impairment. |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 12 Months Ended | |||||||||
Mar. 31, 2022 | Mar. 31, 2021 | Feb. 16, 2022 | Dec. 28, 2018 | Nov. 07, 2018 | Nov. 05, 2018 | Aug. 03, 2018 | Jul. 26, 2018 | Jul. 20, 2018 | Jul. 18, 2018 | |
Long-Term Debt (Details) [Line Items] | ||||||||||
Credit facility amount | $ 10,000,000 | |||||||||
Annual rate percentage | 12% | |||||||||
Debt description | The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $575,000 being deposited directly into the Company. Interest incurred for the year ended March 31, 2022 and accrued as of March 31, 2022 was $2,233. There were no advances in the year ended March 31, 2021. | |||||||||
Commitment fees | $ 575,000 | |||||||||
maturity date | Jun. 14, 2019 | |||||||||
Principal amount | $ 1,238,500 | |||||||||
Debt percentage | 4.95% | |||||||||
Repaid amount | $ 550,000 | |||||||||
Debt instrument due date | Dec. 31, 2022 | |||||||||
Debt percentage | 4.75% | 5.79% | 10.25% | 6.50% | 6.50% | 9% | ||||
Long term secured | $ 80,325 | $ 301,148 | $ 140,218 | $ 72,669 | $ 56,300 | $ 53,593 | ||||
Loan bears interest | 1% | |||||||||
Accrued interest | $ 2,144 | |||||||||
Remaining balance | 30,765 | |||||||||
Due in monthly installments | 1,723 | |||||||||
Gross proceeds received | 570,000 | |||||||||
Vehicle valued | 14,134,711 | $ 6,694,256 | ||||||||
Loss on conversion of accrued interest | 142,556 | |||||||||
Interest expense | 73,413 | $ 172,812 | ||||||||
Minimum [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Debt percentage | 6.89% | |||||||||
Maximum [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Debt percentage | 7.87% | |||||||||
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Debt percentage | 7.99% | |||||||||
Long term secured | $ 55,268 | |||||||||
PPP Loan Ecoark Holdings Inc [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Principal amount | 355,635 | |||||||||
Repaid amount | $ 15,629 | |||||||||
Long Term Loans [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Debt description | the Company received proceeds of $1,869,362 in new long-term debt, repaid $4,100.838 in existing long-term debt, converted $830,492 in existing long-term debt that resulted in a loss on conversion of $1,339,197, and had $1,850,133 forgiven in long-term debt and accrued interest. In addition, the Company converted $117,077 of accrued interest and paid $417,075 in accrued interest during this period. | |||||||||
Commitment fees | $ 25,855 | |||||||||
Repaid amount | 1,427,355 | |||||||||
Vehicle One [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Vehicle valued | 25,595 | |||||||||
Vehicle Two [Member] | ||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||
Vehicle valued | $ 80,325 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 1,316,335 | $ 2,067,510 | |
Less: current portion | (1,181,021) | (1,055,578) | |
Long-term debt, net of current portion | 135,314 | 1,011,932 | |
Credit Facility -Trend Discovery SPV 1 LLC [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [1] | 595,855 | |
Note Payable - Banner Midstream - Alliance Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [2] | 236,755 | 1,033,117 |
Commercial Loan - Pinnacle Frac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [3] | 245,217 | 625,687 |
Auto Loan 1 - Pinnacle Vac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [4] | 16,839 | 28,547 |
Auto Loan 2 - Pinnacle Frac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [5] | 38,054 | |
Auto Loan 3 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [6] | 34,319 | |
Auto Loan 4 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [7] | 23,012 | 35,392 |
Auto Loan 7 - Capstone - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [8] | 68,901 | |
Tractor Loan 6 - Capstone - Tab Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [9] | 118,332 | 179,527 |
Auto Loan – Ford [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [10] | 80,325 | |
Ecoark – PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [11] | $ 23,966 | |
[1]On December 28, 2018, the Company entered into a $10,000,000 credit facility that includes a loan and security agreement (the “Agreement”) where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by demand notes executed by the Company. The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $575,000 being deposited directly into the Company. Interest incurred for the year ended March 31, 2022 and accrued as of March 31, 2022 was $2,233. There were no advances in the year ended March 31, 2021.[2]Original loan date of June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan for $1,238,500 at 4.95% with a new maturity date of April 14, 2025. On September 24, 2021, the Company repaid $550,000 of this amount as a condition of the underlying guarantee of the note.[3]Original loan date of February 28, 2018, due December 31, 2022 at 4.75%.[4]On July 20, 2018, entered into a long-term secured note payable for $56,300 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022.[5]On August 3, 2018, entered into a long-term secured note payable for $72,669 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. The collateral underlying the loan was stolen in March 2021, and the Company received an insurance settlement in May 2021 and promptly used those proceeds to pay off the remainder of the loan balance.[6]On July 18, 2018, entered into a long-term secured note payable for $53,593 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. This automobile was traded in during February 2022 for a new truck.[7]On July 26, 2018, entered into a long-term secured note payable for $55,268 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022.[8]On November 5, 2018, entered into four long-term secured notes payable for $140,218 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. These loans were paid in full on the maturity date.[9]On November 7, 2018, entered into a long-term secured note payable for $301,148 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022.[10]On February 16, 2022, entered into long-term secured note payable for $80,325 for a service truck maturing February 13, 2028. The note is secured by the collateral purchased and accrued interest annually at 5.79% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2022.[11]PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $355,635 in principal and $2,144 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $30,765, were to be due in monthly installments of $1,723 through maturity in May 2022, however, the Company repaid the remaining balance of $15,629 on August 24, 2021. |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of maturities | Mar. 31, 2022 USD ($) |
Schedule of maturities [Abstract] | |
2023 | $ 1,181,021 |
2024 | 77,361 |
2025 | 15,432 |
2026 | 13,779 |
2027 | 14,599 |
Thereafter | 14,143 |
Total | $ 1,316,335 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details) - USD ($) | 12 Months Ended | |||
Aug. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 09, 2021 | |
Notes Payable - Related Parties (Details) [Line Items] | ||||
Advances | $ 577,500 | |||
Re-payment | $ 577,500 | |||
Accrued interest | $ 42,535 | |||
Interest expense | $ 25,213 | $ 116,026 | ||
Amount issued | 116,000 | |||
Advanced and repaid | $ 25,000 | |||
Proceeds in notes payable – related parties | 603,553 | |||
Repaid existing notes payable – related parties | 1,622,566 | |||
Converted in existing notes payable – related parties | 575,000 | |||
Loss on conversion | 1,239,441 | |||
Accrued interest | $ 15,000 | |||
Banner Midstream [Member] | Minimum [Member] | ||||
Notes Payable - Related Parties (Details) [Line Items] | ||||
Annual interest rate, percentage | 10% | |||
William B. Hoagland [Member] | Maximum [Member] | ||||
Notes Payable - Related Parties (Details) [Line Items] | ||||
Annual interest rate, percentage | 15% |
Notes Payable - Related Parti_4
Notes Payable - Related Parties (Details) - Schedule of notes payable to related parties - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of notes payable to related parties [Abstract] | |||
Ecoark Holdings Board Member | [1] | $ 577,500 | |
Total Notes Payable – Related Parties | 577,500 | ||
Less: Current Portion of Notes Payable – Related Parties | (577,500) | ||
Long-term debt, net of current portion | |||
[1]A board member advanced $577,500 to the Company through August 8, 2021, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. On August 9, 2021, the Company repaid the entire $577,500 to the board member with accrued interest of $42,535. Interest expense on the notes for the years ended March 31, 2022 and 2021 was $25,213 and $116,026, respectively. |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 12, 2022 | Dec. 07, 2021 | Oct. 06, 2021 | Oct. 01, 2021 | Aug. 06, 2021 | Mar. 18, 2016 | Apr. 22, 2022 | Aug. 06, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | Dec. 17, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 04, 2021 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Number of shares issued | 5,000,000 | 3,478,261 | 376,379 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Stock sale and issued to investors, description | The Company is authorized to issue 40,000,000 shares of common stock, par value $0.001. Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein. | ||||||||||||||||||
Authorized common stock | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||||||
Reduced authorized common stock | 30,000,000 | ||||||||||||||||||
Exchange agreement description | In the three months ended September 30, 2020, the Company issued 1,088,033 shares of common stock in the exercise of warrants; one share in the exercise of stock options; 30,500 shares of common stock for services rendered; 171,010 shares of common stock to acquire assets; and 191,643 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. | In the three months ended June 30, 2020, the Company issued 308,019 shares of common stock in April and May 2020 to convert the remaining shares of Series B Preferred Stock and Series C Preferred Stock; 1,531,311 shares of common stock in the exercise of warrants; 88,698 shares in the exercise of stock options; 93,285 shares of common stock in the conversion of accounts payable and accrued expenses; and 524,315 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. | |||||||||||||||||
Stock conversion price description | the Company completed a registered direct offering of common stock and warrants, whereby the Company issued 888,889 shares of common stock and 888,889 accompanying warrants to purchase common stock to one institutional investor at $9.00 per share and accompanying warrant for a total of $8,000,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62,222 warrants to the placement agent as compensation in addition to the approximate $560,000 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. | ||||||||||||||||||
Common stock shares issued | 3,478,261 | 114,796 | |||||||||||||||||
Common stock issued | 20,265 | ||||||||||||||||||
Direct offering (in Dollars) | $ 20,000,000 | ||||||||||||||||||
Common stock share service | 45,000 | ||||||||||||||||||
Common stock shares issued | 22,705,775 | 26,364,099 | 22,705,775 | ||||||||||||||||
Common stock shares outstanding | 22,589,000 | 26,247,000 | 22,589,000 | ||||||||||||||||
Treasury shares | 117,115 | ||||||||||||||||||
Common stock, description | Agora is authorized to issue 250,000,000 shares of common stock, par value $0.001. On September 22, 2021, the Company purchased 100 shares of Agora for $10. | ||||||||||||||||||
Shares purchased | 888,889 | ||||||||||||||||||
Purchase equipment (in Dollars) | $ 4,167,112 | $ 256,733.28 | |||||||||||||||||
Restricted common shares issued | 4,600,000 | ||||||||||||||||||
Issuance of shares percentage | 90% | ||||||||||||||||||
Future stock-based compensation description | The future stock-based compensation related to these shares that will be measured consists of $12,166,680 over a three-year period in service-based grants ($9,611,145 in year one, $1,861,096 in year two, and $694,436 in year 3) and $10,833,320 in performance based grants ($5,416,660 for the deployment of 20 MW in the State of Texas, and $5,416,660 for the deployment of 40 MW in the State of Texas) for a total of $23,000,000. These restricted common shares were measured pursuant to ASC 718-10-50 at an estimated value per share of $5.00, and consist of both service based and performance based criteria. | ||||||||||||||||||
Restricted stock considered service grants | 2,433,336 | ||||||||||||||||||
Considered performance grants | 2,166,664 | ||||||||||||||||||
Restricted shares description | The service grants vest over three years as follows: 1,550,010 restricted common shares in one year; 466,665 restricted common shares in two years and 416,661 restricted common shares in three years. | ||||||||||||||||||
Unrecognized stock-based compensation expense (in Dollars) | $ 10,833,320 | ||||||||||||||||||
Performance based grants (in Dollars) | 7,482,924 | ||||||||||||||||||
Service based grants (in Dollars) | 18,316,244 | ||||||||||||||||||
Stock-based compensation (in Dollars) | 113,113 | ||||||||||||||||||
Stock-based compensation (in Dollars) | 4,600,000 | ||||||||||||||||||
Share-based compensation expense (in Dollars) | $ 92,120 | ||||||||||||||||||
Authorized capital (in Dollars) | $ 20,000,000 | ||||||||||||||||||
Cancelling stock options | 672,499 | ||||||||||||||||||
Option granted | 47,004 | 119,821 | |||||||||||||||||
Common stock employees shares | 800,000 | ||||||||||||||||||
Share-based compensation costs (in Dollars) | $ 1,056,657 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 272,252 | ||||||||||||||||||
Additional shares | 63,998 | ||||||||||||||||||
Service based outstanding | 75,000 | 401,250 | 75,000 | ||||||||||||||||
Ecoark Holdings Preferred Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Ecoark Holdings Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Shares issued | 176,000 | 176,000 | |||||||||||||||||
Common stock exercise of warrants (in Dollars) | $ 59,376 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Common stock shares issued | 22,705,775 | 26,364,099 | 22,705,775 | ||||||||||||||||
Common stock shares outstanding | 22,588,660 | 26,246,984 | 22,588,660 | ||||||||||||||||
Agora Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Shares purchased | 41,671,121 | ||||||||||||||||||
Agora [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Restricted common shares issued | 4,600,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Authorized common stock | 30,000,000 | ||||||||||||||||||
Stock price range (in Dollars per share) | $ 10 | $ 2.08 | $ 10 | ||||||||||||||||
Range of exercise price (in Dollars per share) | 10 | $ 5.25 | $ 10 | ||||||||||||||||
Expected term | 5 years | 5 years | |||||||||||||||||
Discount rate | 1.90% | 1.90% | |||||||||||||||||
Volatility rate | 60% | 60% | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Authorized common stock | 40,000,000 | ||||||||||||||||||
Stock price range (in Dollars per share) | 19.45 | $ 12.95 | $ 19.45 | ||||||||||||||||
Range of exercise price (in Dollars per share) | $ 19.45 | $ 5.59 | $ 19.45 | ||||||||||||||||
Expected term | 6 years 9 months | 6 years 9 months | |||||||||||||||||
Discount rate | 2.70% | 2.70% | |||||||||||||||||
Volatility rate | 91% | 91% | |||||||||||||||||
2013 Incentive Stock Plan [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Incentive stock plan, description | Currently as of March 31, 2022 and 2021, there are no shares of any series of preferred stock issued and outstanding. | ||||||||||||||||||
Non-Qualified Stock Option [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Option, description | Share-based compensation for the year ended March 31, 2022 and 2021 for stock options and RSUs granted under the 2013 Incentive Stock Plan and 2017 Omnibus Incentive Stock Plan and non-qualified stock options were $2,006,575 and $2,050,100. | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Restricted shares | 250,000 | ||||||||||||||||||
20 MW Power Contract in Texas [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Restricted common shares issued | 1,083,332 | ||||||||||||||||||
Restricted shares | 250,000 | ||||||||||||||||||
40 MW Power Contract in Texas [Member] | |||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||
Restricted shares | 250,000 | 1,083,332 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of changes in warrants - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of changes in warrants [Abstract] | ||
Number, Beginning balance | 1,127,111 | 1,623,834 |
Weighted Average Exercise Price, Beginning balance | $ 10.46 | $ 5.6 |
Number, Granted | 3,921,739 | 2,675,000 |
Weighted Average Exercise Price, Granted | $ 5.97 | $ 7.69 |
Number, Exercised | (3,171,723) | |
Weighted Average Exercise Price, Exercised | $ (5.08) | |
Number, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Number Expired | (28,000) | |
Weighted Average Exercise Price, Expired | ||
Number, Ending balance | 5,020,850 | 1,127,111 |
Weighted Average Exercise Price, Ending balance | $ 6.94 | $ 10.46 |
Intrinsic value of warrants | $ 2,987,794 | |
Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 18 days | 1 year 8 months 12 days |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of non-qualified stock options - Non-qualified stock options [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of non-qualified stock options [Line Items] | ||
Number, Beginning balance | 1,649,625 | 1,644,547 |
Weighted Average Exercise Price,Beginning balance | $ 6.84 | $ 6.1 |
Number, Granted | 47,004 | 119,821 |
Weighted Average Exercise Price, Granted | $ 5.41 | $ 12.9 |
Number, Exercised | (10,000) | (114,743) |
Weighted Average Exercise Price, Exercised | $ (2.83) | $ (2.92) |
Number, Cancelled | (403,500) | |
Weighted Average Exercise Price, Cancelled | $ (13) | |
Number, Forfeited | (95,187) | |
Weighted Average Exercise Price, Forfeited | $ (2.5) | |
Number, Ending balance | 1,187,942 | 1,649,625 |
Weighted Average Exercise Price, Ending balance | $ 5.07 | $ 6.84 |
Intrinsic value of options | $ 10,044,153 | |
Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 12 days | 7 years 8 months 12 days |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) (Details) - Schedule of changes in stock options - 2013 Incentive Stock Plan [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of changes in stock options [Line Items] | ||
Number of Beginning balance | 346,497 | 346,497 |
Weighted Average Exercise Price Beginning balance (in Dollars per share) | $ 13 | $ 13 |
Number of Granted | ||
Number of Options granted in exchange for shares | ||
Number of Exercised | ||
Number of Expired/Cancelled | (218,999) | |
Number of Forfeited | ||
Number of Ending balance | 127,498 | 346,497 |
Weighted Average Exercise Price Ending balance (in Dollars per share) | $ 13 | $ 13 |
Number of Intrinsic value of options (in Dollars) | ||
Number of Weighted Average Remaining Contractual Life (Years) | 5 years 6 months | 6 years 7 months 6 days |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) (Details) - Schedule of changes in stock options - 2017 Omnibus Incentive Plan [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of changes in stock options [Line Items] | ||
Number of Beginning balance | 444,891 | 534,217 |
Weighted Average Exercise Price Beginning balance (in Dollars per share) | $ 8.24 | $ 7.7 |
Number of Granted | 336,250 | 75,000 |
Weighted Average Exercise Price Granted (in Dollars per share) | $ 5.27 | $ 11.61 |
Number of Shares modified to options | ||
Weighted Average Exercise Price Shares modified to options (in Dollars per share) | ||
Number of Exercised | (12,000) | (34,831) |
Number of Cancelled | (160,903) | (129,495) |
Number of Forfeited | (10,000) | |
Number of Ending balance | 598,238 | 444,891 |
Weighted Average Exercise Price Ending balance (in Dollars per share) | $ 6.62 | $ 8.24 |
Number of Intrinsic value of options (in Dollars) | ||
Number of Weighted Average Remaining Contractual Life (Years) | 7 years 1 month 6 days | 7 years 2 months 12 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 01, 2021 | Apr. 09, 2021 | Oct. 09, 2020 | Jun. 15, 2022 | Apr. 22, 2022 | Mar. 31, 2022 | Jul. 15, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Damages value | $ 115,000,000 | ||||||
Compensatory damages | 65,000,000 | ||||||
Punitive damages | $ 50,000,000 | ||||||
Granting judgment | $ 5,000,000 | ||||||
Purchased equipment | $ 4,167,112 | $ 256,733.28 | |||||
Payment for plaintiff’s attorneys | $ 50,000 | ||||||
Participation agreement, description | On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. | ||||||
Ownership percentage of the company | 100% | ||||||
Cost estimated | $ 5,746,941 | ||||||
Working interest | 90% | ||||||
Net revenue interest percentage | 67.50% | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Net revenue interest percentage | 52.50% | ||||||
Estimated commitment | $ 12,000,000 | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Net revenue interest percentage | 67.50% | ||||||
Estimated commitment | $ 14,000,000 | ||||||
Black Brush (Member) | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Working interest | 70% | ||||||
Net revenue interest percentage | 52.50% |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration risk, description | Five and three customers, all in the commodity segment accounted for more than 10% of the accounts receivable balance at March 31, 2022 and 2021 for a total of 75% and 76% of accounts receivable, respectively. In addition, one and two customers represent approximately 61% and 68% of total revenues for the Company for the years ended March 31, 2022 and 2021, respectively. |
Acquisitions (Details)
Acquisitions (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 04, 2020 | Aug. 14, 2020 | Jun. 11, 2020 | Sep. 30, 2020 | Jun. 18, 2020 | Mar. 31, 2022 | Sep. 01, 2021 | Aug. 16, 2021 | |
Acquisitions (Details) [Line Items] | ||||||||
Description of energy assets | the Company acquired certain energy assets from SR Acquisition I, LLC for $1,500 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-ins with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. | |||||||
Lease description | Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500,000 in cash to the Assignor. | |||||||
Working interest | $ 53,500 | $ 250,000 | ||||||
Rabb Resources, LTD [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Shares issued for company acquisition, description | The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225,000 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500,000 consisting of (i) $1,500,000 in cash, net of $304,475 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 102,828 shares. | |||||||
White River Energy , LLC [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Lease assignment, description | the Company and White River Energy, LLC entered into three asset purchase agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. | |||||||
O'Neal Family [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Purchase price | $ 750,000 | |||||||
Consideration paid shares (in Shares) | 68,182 | |||||||
O'Neal Family [Member] | Lease Agreement [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Purchase price | $ 125,475 | |||||||
O'Neal Family [Member] | Lease Agreement One [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Purchase price | 312,261 | |||||||
O'Neal Family [Member] | Lease Agreement Two [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Purchase price | $ 312,264 | |||||||
Sanchez Energy Corporation [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Shares issued for company acquisition, description | the Company acquired certain energy assets from SN TMS, LLC for $500 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of assets acquired | Mar. 31, 2022 USD ($) |
Rabb Resources [Member] | |
Acquisitions (Details) - Schedule of assets acquired [Line Items] | |
Building | $ 236,000 |
Land | 140,000 |
Oil and Gas Properties | 3,224,000 |
Asset retirement obligation | (100,000) |
Total | 3,500,000 |
O'Neal Family [Member] | |
Acquisitions (Details) - Schedule of assets acquired [Line Items] | |
Oil and Gas Properties | 760,000 |
Asset retirement obligation | (10,000) |
Total | 750,000 |
Luling Prospect [Member] | |
Acquisitions (Details) - Schedule of assets acquired [Line Items] | |
Oil and Gas Properties | 250,000 |
Total | 250,000 |
Concordia Leases [Member] | |
Acquisitions (Details) - Schedule of assets acquired [Line Items] | |
Total | 53,500 |
Working interest in oil and gas wells | $ 53,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | $ 15,386,301 | $ (18,518,459) |
Bitcoin | (7,228) | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | ||
Bitcoin | 19,267 | |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | ||
Bitcoin | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | 4,318,630 | $ 7,213,407 |
Bitcoin |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment information - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Segmented operating revenues | $ 25,599,645 | $ 15,084,532 |
Cost of revenues | 13,455,913 | 14,726,936 |
Gross profit (loss) | 12,143,732 | 357,596 |
Total operating expenses and income taxes net of depreciation, amortization, depletion, accretion and impairment | 29,297,688 | 17,436,811 |
Depreciation, amortization, depletion, accretion and impairment | 7,356,041 | 1,902,806 |
Other (income) expense | (14,131,959) | 2,287,579 |
Income (loss) from continuing operations | (10,378,038) | (21,269,600) |
Segmented assets as of March 31, 2021 | ||
Property and equipment, net | 10,329,573 | 3,695,324 |
Oil and Gas Properties/Capitalized drilling costs | 7,231,367 | 14,918,531 |
Intangible assets, net | 1,735,598 | 2,065,145 |
Goodwill | 7,001,247 | 7,001,247 |
Capital expenditures | 7,301,272 | 616,733 |
Bitcoin Mining [Member] | ||
Segment Reporting Information [Line Items] | ||
Segmented operating revenues | 27,182 | |
Cost of revenues | 183,590 | |
Gross profit (loss) | (156,408) | |
Total operating expenses and income taxes net of depreciation, amortization, depletion, accretion and impairment | 6,945,688 | |
Depreciation, amortization, depletion, accretion and impairment | 62,629 | |
Other (income) expense | 117,616 | |
Income (loss) from continuing operations | (7,282,341) | |
Segmented assets as of March 31, 2021 | ||
Property and equipment, net | 7,226,370 | |
Intangible assets, net | 19,267 | |
Capital expenditures | 7,281,772 | |
Commodities [Member] | ||
Segment Reporting Information [Line Items] | ||
Segmented operating revenues | 25,572,463 | 15,084,532 |
Cost of revenues | 13,272,323 | 14,726,936 |
Gross profit (loss) | 12,300,140 | 357,596 |
Total operating expenses and income taxes net of depreciation, amortization, depletion, accretion and impairment | 19,407,433 | 14,272,115 |
Depreciation, amortization, depletion, accretion and impairment | 7,001,507 | 1,652,844 |
Other (income) expense | (13,151,457) | 2,200,245 |
Income (loss) from continuing operations | (957,343) | (17,767,608) |
Segmented assets as of March 31, 2021 | ||
Property and equipment, net | 3,103,203 | 3,403,419 |
Oil and Gas Properties/Capitalized drilling costs | 7,231,367 | 14,918,531 |
Intangible assets, net | 1,716,331 | 2,065,145 |
Goodwill | 7,001,247 | 7,001,247 |
Capital expenditures | 19,500 | 616,733 |
Technology [Member] | ||
Segment Reporting Information [Line Items] | ||
Segmented operating revenues | ||
Cost of revenues | ||
Gross profit (loss) | ||
Total operating expenses and income taxes net of depreciation, amortization, depletion, accretion and impairment | 2,944,567 | 3,164,696 |
Depreciation, amortization, depletion, accretion and impairment | 291,905 | 249,962 |
Other (income) expense | (1,098,118) | 87,334 |
Income (loss) from continuing operations | $ (2,138,354) | (3,501,992) |
Segmented assets as of March 31, 2021 | ||
Property and equipment, net | 291,905 | |
Oil and Gas Properties/Capitalized drilling costs | ||
Intangible assets, net | ||
Goodwill | ||
Capital expenditures |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Leases (Details) [Line Items] | |
Leases, description | The right of use asset is composed of the sum of all lease payments, at present value, and is amortized straight line over the life of the expected lease term. For the expected term of the lease the Company used the initial terms ranging between 42 and 60 months. |
Unamortized lease right of use asset | $ 1,069,852 |
Lease liability | $ 1,091,506 |
Minimum [Member] | |
Leases (Details) [Line Items] | |
Discount rate percentage | 2.50% |
Maximum [Member] | |
Leases (Details) [Line Items] | |
Discount rate percentage | 11.36% |
Operating leases [Member] | |
Leases (Details) [Line Items] | |
Unamortized lease right of use asset | $ 301,126 |
Lease liability | 796,448 |
Financing leases [Member] | |
Leases (Details) [Line Items] | |
Unamortized lease right of use asset | 768,726 |
Lease liability | $ 295,058 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of maturity of operating lease liability - Operating leases [Member] | Mar. 31, 2022 USD ($) |
Leases (Details) - Schedule of maturity of operating lease liability [Line Items] | |
2023 | $ 343,878 |
2024 | 256,797 |
2025 | 98,209 |
2026 | 98,313 |
2027 | 58,341 |
Imputed interest | (59,090) |
Total lease liability | $ 796,448 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturity of lease liability for the operating leases - Operating leases [Member] | Mar. 31, 2022 USD ($) |
Leases (Details) - Schedule of maturity of lease liability for the operating leases [Line Items] | |
Current portion | $ 317,718 |
Non-current portion | $ 478,730 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturity of financing leases liability - Financing leases [Member] | Mar. 31, 2022 USD ($) |
Leases (Details) - Schedule of maturity of financing leases liability [Line Items] | |
2023 | $ 151,287 |
2024 | 134,067 |
2025 | 18,127 |
2026 | |
Imputed interest | (8,423) |
Total lease liability | $ 295,058 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of maturity of lease liability for the financing leases - Financing leases [Member] | Mar. 31, 2022 USD ($) |
Leases (Details) - Schedule of maturity of lease liability for the financing leases [Line Items] | |
Current portion | $ 145,174 |
Non-current portion | $ 149,884 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of amortization of the right of use asset | Mar. 31, 2022 USD ($) |
Schedule of amortization of the right of use asset [Abstract] | |
2023 | $ 454,302 |
2024 | 367,035 |
2025 | 105,504 |
2026 | 88,932 |
2027 | 54,079 |
Total | $ 1,069,852 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of total lease cost - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of total lease cost [Abstract] | ||
Operating lease expense | $ 266,584 | $ 162,206 |
Finance lease expense | ||
Depreciation of capitalized finance lease assets | 161,603 | 136,804 |
Interest expense on finance lease liabilities | 10,372 | 14,482 |
Total lease cost | $ 438,559 | $ 313,492 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Discounted to present value | 10% | 10% | |
Company property sales (in Dollars) | $ 383,450 |
Asset Retirement Obligations _2
Asset Retirement Obligations (Details) - Schedule of asset retirement obligations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of asset retirement obligations [Abstract] | ||
Balance, beginning of period | $ 1,531,589 | $ 294,800 |
Accretion expense | 155,612 | 64,401 |
Reclamation obligations settled | ||
Disposition due to sale of property | (383,450) | |
Additions | 110,000 | |
Changes in estimates | 1,062,388 | |
Balance, end of period | $ 1,303,751 | $ 1,531,589 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Nov. 13, 2021 | Aug. 08, 2021 | Mar. 31, 2020 | May 31, 2019 | Mar. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 22, 2021 | Dec. 31, 2020 | Mar. 27, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Converted shares (in Shares) | 2,740,000 | |||||||||
Stock options exercise shares (in Shares) | 40,000 | |||||||||
exercise price per share (in Dollars per share) | $ 3.15 | $ 3.15 | $ 10 | |||||||
Advances | $ 577,500 | |||||||||
Note payable interest | 15% | |||||||||
Shares issued (in Shares) | 888,889 | |||||||||
Shares conversion, description | William B. Hoagland, the then Chief Financial Officer of the Company, and now Chief Executive Officer of Agora, transferred 550,000 shares of Ecoark Holdings common stock to Trend LP, of which Mr. Hoagland owns an approximately 25% of Trend LP. Additionally, Trend SPV holds 344,000 shares of Ecoark Holdings common stock and 460,000 warrants to purchase Ecoark Holdings common stock. | |||||||||
Net receivable | $ 96,000 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares of common stock (in Shares) | 171,010 | |||||||||
Mr. Mehring [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Consulting fee | 16,667 | |||||||||
Director [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Advances | $ 577,500 | |||||||||
Note payable interest | 10% | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Notes payable | 1,242,000 | |||||||||
Trend Holdings [Member] | Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Converted shares (in Shares) | 1,100,000 | |||||||||
Converted common stock value | $ 3,235,980 | |||||||||
Trend Holdings [Member] | Chief Financial Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares of common stock (in Shares) | 550,000 | |||||||||
Banner Energy [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 1,789,041 | |||||||||
Debt and lease liabilities | $ 11,774,455 | |||||||||
Accrued interest | 2,000,000 | |||||||||
John Cahill [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 164,000 | |||||||||
Jay Puchir [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 548,000 | |||||||||
Ecoark [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Amount issued | $ 7,500,000 | |||||||||
Per annum interest | 10% | |||||||||
Interest | 145,685 | |||||||||
Agora [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Principal amount | $ 4,760,759 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward for tax | $ 210,305,821 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of tax benefit computed at the statutory federal tax rate | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of tax benefit computed at the statutory federal tax rate [Abstract] | ||
Federal income taxes at statutory rate | 21% | 21% |
State income taxes at statutory rate | 1.17% | 3.23% |
Permanent differences and one-time adjustments | 29.13% | 7.66% |
True-up impact | 143.14% | |
Change in valuation allowance | (195.34%) | (31.89%) |
Totals | (0.90%) | 0% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets (liabilities) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of deferred tax assets (liabilities) [Abstract] | ||
Net operating losses | $ 44,372,636 | $ 29,596,000 |
Accrued expenses | 65,135 | 57,000 |
Stock options | 7,014,768 | 5,349,000 |
ROU Liability | 246,116 | 224,000 |
Intangibles – Oil and Gas Properties | 853,068 | |
Other | 177,150 | 166,000 |
Total deferred tax assets | 52,728,873 | 35,392,000 |
Intangible assets | (386,754) | (1,630,000) |
ROU Assets | (240,933) | (216,000) |
Other | (257,160) | (94,000) |
Total deferred tax liabilities | (884,847) | (1,940,000) |
Deferred tax asset and liabilities | 51,844,026 | 33,452,000 |
Valuation allowance | (51,844,026) | (33,452,000) |
Net deferred tax assets/liabilities |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of provision (benefit) for income taxes - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of provision (benefit) for income taxes [Abstract] | ||
Current | $ 85,000 | $ 58,000 |
Deferred | ||
Total | $ 85,000 | $ 58,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 08, 2022 | Jun. 17, 2022 | Mar. 31, 2022 | Apr. 12, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Proceeds intends amount | $ 5,000,000 | |||
Stated value | $ 10,000 | |||
Conversion price of per share (in Dollars per share) | $ 2.1 | |||
Issued and outstanding, percentage | 19.90% | |||
Voting rights, description | The Series A is entitled to vote with the common stock as a single class on an as-converted basis, subject to applicable law and the Nasdaq Rules. In addition, as long as the holder continues to hold at least 25% of the shares of Series A issued to it on the issuance date, the holder is entitled to elect a number of directors to the Company’s Board equal to a percentage determined by (i) the number of Series A beneficially owned by the holder, calculated on an “as converted” basis, (ii) divided by the sum of the number of shares of common stock outstanding plus the number of Series A outstanding on an “as converted” basis; and such director(s) so elected may only be removed without cause by the affirmative vote of the holder. Initially, the Purchaser may designate one director. The holders of record of the shares of common stock and of any other class or series of voting stock (including the Series A), exclusively and voting together as a single class, are entitled to elect the balance of the total number of directors of the Company. The Purchaser is not eligible to vote at the shareholders meeting on the proposal to approve the issuance of more than 19.9% of shares outstanding on June 8, 2022. | |||
Dividend rights, description | The holder of shares of the Series A is entitled to receive cumulative cash dividends at an annual rate of 12.6% of the stated value, which is equivalent to $1,260 per year per share, payable monthly beginning on the issuance date and continuing until the earlier of (a) June 8, 2024, and (b) the date on which the holder no longer holds any shares of Series A. If the Company fails to make one or more dividend payments, whether or not consecutive, a default dividend rate of 18% per annum will apply until all accumulated dividend payments have been made. | |||
Liquidation preference, amount | $ 1,200 | |||
Redemption price | $ 1,200 | |||
Holder shares, percentage | 25% | |||
Restrictive covenants exceptions and limitations | (i) payment or declaration of any dividend (other than pursuant to the Series A Certificate); (ii) investment in, purchase or acquisition of any assets or capital stock of any entity for an amount that exceeds $100,000 in any one transaction or $250,000, in the aggregate; (iii) issuance of any shares of common stock or other securities convertible into or exercisable or exchangeable for shares of common stock; (iv) incurrence of indebtedness, liens, or guaranty obligations, in an aggregate amount in excess of $50,000 in any individual transaction or $100,000 in the aggregate; (v) sale, lease, transfer or disposal of any of its properties having a value calculated in accordance with GAAP of more than $50,000; (vi) increase in any manner the compensation or fringe benefits of any of its directors, officers, employees; and (vii) merger or consolidation with, or purchase a substantial portion of the assets of, or by any other manner the acquisition or combination with any business or entity. | |||
Beneficial ownership percentage | 49% | |||
Exercise price (in Dollars per share) | $ 0.001 | |||
Outstanding ownership, percentage | 50% | |||
Purchase of common stock shares (in Shares) | 5,246,456 | |||
Additonal shares purchased (in Shares) | 5,143,575 | |||
Closing outstanding common stock, percentage | 19.90% | |||
Company performance , description | The Company has performed due diligence in addition to the determination of estimated proved producing reserves on over 30,000 acres of oil and gas mineral rights, both shallow and deep levels and identified an estimated recoverable cumulative production of 4,994,502 barrels of oil at the SEC price deck of $75.24/Bbl based on analogous and comparative proved produced production in nearby areas. | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Restricted stock grants vested, shares (in Shares) | 750,000 | |||
Commitment shares (in Shares) | 102,881 | |||
Purchase price | $ 12,000,000 | |||
Subsequent Event [Member] | Series A Convertible Redeemable Preferred Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Purchase of shares (in Shares) | 1,200 | |||
Agora sold Trend Discovery [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Unaffiliated third party amount | $ 4,250,000 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of results of operations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of results of operations [Abstract] | ||
Sales | $ 6,814,706 | $ 2,362,577 |
Lease operating costs | (6,267,396) | (9,476,002) |
Depletion, accretion and impairment | (6,184,744) | (933,437) |
Total | $ (5,637,434) | $ (8,046,862) |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of estimated quantities of proved reserves (Mbbl) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of estimated quantities of proved reserves (Mbbl) [Abstract] | ||
Proved Developed, Producing | $ 169,688 | $ 462,914 |
Proved Developed, Non-Producing | ||
Total Proved Developed | 169,688 | 462,914 |
Proved Undeveloped | ||
Total Proved | $ 169,688 | $ 462,914 |
Subsequent Events (Details) -_3
Subsequent Events (Details) - Schedule of standardized measure of discounted future net cash flow - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of standardized measure of discounted future net cash flow [Abstract] | ||
Future gross revenue | $ 12,801,590 | $ 17,838,848 |
Less: Future production tax expense | (594,245) | (1,181,379) |
Future gross revenue after production taxes | 12,207,345 | 16,657,469 |
Less: Future operating costs | (4,377,768) | (5,057,721) |
Less: Ad Valorem Taxes | (147,049) | (159,814) |
Less: Development costs | (373,074) | (870,357) |
Future net income (loss) before taxes | 7,309,454 | 10,569,577 |
10% annual discount for estimated timing of cash flows | (2,460,231) | (3,346,198) |
Standardized measure of discounted future net cash flows (PV10) | $ 4,849,223 | $ 7,223,379 |
Subsequent Events (Details) -_4
Subsequent Events (Details) - Schedule of standardized measure of discounted future net cash flow (Parentheticals) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of standardized measure of discounted future net cash flow [Abstract] | ||
Annual discount rate | 10% | 10% |
Subsequent Events (Details) -_5
Subsequent Events (Details) - Schedule of change in standardized measure of discounted future net cash flow - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of change in standardized measure of discounted future net cash flow [Abstract] | ||
Balance - beginning | $ 7,223,379 | $ (88,308) |
Net changes in prices and production costs | 563,842 | (3,959,920) |
Net changes in future development costs | 144,227 | (391,731) |
Sales of oil and gas produced, net | 2,027,237 | (1,479,927) |
Extensions, discoveries and improved recovery | ||
Purchases of reserves | 2,113,917 | 13,054,957 |
Sales of reserves | ||
Revisions of previous quantity estimates | (7,223,379) | 88,308 |
Previously estimated development costs incurred | ||
Net change income taxes | ||
Accretion of discount | ||
Balance - ending | $ 4,849,223 | $ 7,223,379 |