| 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 holding company, incorporated in the State of Nevada on November 19, 2007. Through December 31, 2022,
Ecoark Holdings’ former wholly owned subsidiaries with the exception of Agora Digital Holdings, Inc., a Nevada corporation (“Agora”)
and Zest Labs, Inc. (“Zest Labs”) have been treated for accounting purposes as divested. See below in this Note 1 and Note
2 “Discontinued Operations.” As a result of the divestitures, all assets and liabilities of the former subsidiaries have been
reclassified to discontinued operations on the condensed consolidated balance sheet for March 31, 2022 and all operations of these companies
have been reclassified to discontinued operations and gain on disposal on the condensed consolidated statements of operations for the
nine and three months ended December 31, 2022. The Company’s principal subsidiaries consisted
of Ecoark, Inc. (“Ecoark”), a Delaware corporation which was the parent of Zest Labs, Banner Midstream Corp., a Delaware corporation
(“Banner Midstream”) and Agora which 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. As disclosed in these Notes, the Company had decided
it was in the best interests of its stockholders that it divest all of its principal operating assets through a series of spin-offs or
stock dividends to the Company’s stockholders. It intended to do so either by engaging in business combinations with existing public
companies which have trading symbols and markets like White River Energy Corp (formerly Fortium Holdings Corp.) (“WTRV”) which
acquired White River Holdings Corp on July 25, 2022, and Wolf Energy Services, Inc. (formerly Enviro Technologies US, Inc.) (“Wolf
Energy”) which acquired Banner Midstream Corp. on September 7, 2022, or by direct dividends. The Company’s plan was also driven
by the dividends it must pay to an investor which provided $12 million on June 8, 2022 in exchange for preferred stock and a warrant,
the former of which was subsequently amended, and the latter of which was subsequently cancelled. Because all spin-offs require the transactions
to be registered with the Securities and Exchange Commission, the Company did not complete any spin-offs in calendar 2022. Because of
the plans to spin-off its principal operating subsidiaries, the Company is searching for one or more operating businesses to acquire.
See Note 20. “Subsequent Events” concerning a proposed acquisition. The Company has decided to leave Agora and Zest Labs in
the Company and to not proceed with the spin-offs of these entities, although it intends to create a trust to distribute at least 95%
of the net proceeds of the pending Zest Labs litigation recoveries, if any, to the Company’s stockholders as of September 30, 2022. 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 had 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. White River is and Shamrock was engaged in oil and gas exploration, production, and drilling operations
on over 30,000 cumulative acres of active mineral leases in Louisiana, and Mississippi. All of these operating subsidiaries have since
been divested in two separate transactions that occurred in July and September 2022. For a full description of the operations of White
River as well as Pinnacle Frac and Capstone, refer to the Annual Report filed on Form 10-K for the year ended March 31, 2022 filed on
July 7, 2022. On July 25, 2022, the Company entered into and
closed a Share Exchange Agreement, by and among the Company, White River and WTRV. As a result, White River became a wholly-owned subsidiary
of WTRV and issued the Company non-voting Series A Convertible Preferred Stock (the “Series A”) which is convertible into
approximately 82% of WTRV’s common stock (not giving effect to the conversion of outstanding common stock equivalents) after the
Company elects to spin-off WTRV common stock to the Company’s stockholders and a registration statement covering the spin-off has
been declared effective. The Company’s Chief Executive Officer is also the Executive Chairman of WTRV, and the Company’s Chief
Financial Officer is the Chief Executive Officer of WTRV. The former Chief Executive Officer and director of WTRV is the son-in-law of
the Company’s Executive Chairman, and he resigned from all positions with WTRV in connection with the closing. The new Board of
Directors (the “Board”) of WTRV includes the Company’s Chief Executive Officer and the Chief Executive Officer’s
daughter as well as three other designees. The Company has determined that it is not the primary beneficiary in this transaction and has
concluded that no consolidation is required for White River as a variable interest entity. On August
23, 2022 the Company entered into a Share Exchange Agreement (the “Agreement”) with Wolf Energy and Banner Midstream. Pursuant
to the Agreement, upon the terms and subject to the conditions set forth therein, the Company acquired 51,987,832 shares of the Wolf Energy
common stock in exchange for all of the capital stock of Banner Midstream owned by the Company, which represents 100% of the issued and
outstanding shares (the “Exchange”). Following the closing of the Agreement which occurred on September 7, 2022, Banner Midstream
continues as a wholly-owned subsidiary of Wolf Energy. Energy Energy Energy
that were outstanding as of that time Energy Energy Energy Energy Energy On April 9, 2021, a Little
Rock, Arkansas jury awarded Ecoark and Zest a total of $115 million in damages (later reduced to $110 million) which includes $65 million
in compensatory damages and $50 million in punitive damages and found Walmart Inc. (“Walmart”) liable on three counts. The
federal jury found that Walmart misappropriated Zest’s trade secrets, failed to comply with a written contract, and acted willfully
and maliciously in misappropriating Zest’s trade secrets. See Note 15 – Commitments and Contingencies – Legal Proceedings. 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”) which was acquired along with Trend Capital Management, Inc. (“TCM”) which
was acquired by Ecoark Holdings 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 2, “Discontinued Operations”. The Company reclassified the operations of Barrier Crest and TCM, as discontinued operations
as the disposal represents a strategic shift that will have a major effect on the Company’s operations and financial results as
of March 31, 2022. 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 on June 17, 2022 at which time the gain 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 the plunge in the price of Bitcoin in 2022 and the type of miners Agora acquired during its attempt
to close an initial public offering, Agora determined it was not presently feasible to conduct Bitcoin mining operations and ceased such
activities on March 3, 2022. In September 2022, Agora determined to become a power-centric hosting company and thus, subject to raising
capital, will focus its attention on generating revenues in this capacity. 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. On September 9, 2022, the Company held an annual
meeting of its stockholders, and the stockholders approved the issuance of the shares of common stock issuable upon conversion of the
Series A Redeemable Convertible Preferred Stock sold on June 8, 2022. Additionally, the stockholders approved increasing authorized common
stock to 100,000,000 shares. Articles of Amendment were filed that day. On October 28, 2022, the Company and Ecoark, Inc.
assigned all of its residual intellectual property rights and rights in the Zest Labs lawsuits to Zest Labs in connection with the anticipated
spin-off of Zest Labs common stock to the Company’s stockholders. The Board of Directors subsequently determined not to proceed
with the Zest Labs spin-off, however the assignment was not affected by that determination. Overview of Agora Digital Holdings, Inc. Bitstream Bitstream was organized to be our principal Bitcoin
mining subsidiary. Bitstream 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. As discussed in this Note 1, Agora has refocused its efforts and will
become a power-centric hosting company rather than a Bitcoin mining company and will not hold any Bitcoin in its digital wallets. To that
end, Agora entered into a Master Services Agreement (“MSA”) on December 7, 2022 with BitNile, Inc. (“BitNile”),
whereby BitNile agreed to provide mining equipment which Agora would host at its West Texas location and supply the electricity for the
cryptocurrency mining. The MSA requires Agora to initially provide up to 12MW of electricity at the West Texas site for BitNile’s
use. An additional 66MW of power can be made available to BitNile as well for a total of 78MW. To meet this obligation, the Company is
required to raise at least $5,000,000 to enable the build out of the hosting facility, including the initial 12MW of power within 45 days
of the date of the MSA. As of the date of this Report, this requirement has not been met. All significant accounting policies related to
Pinnacle Frac, Capstone, White River, Shamrock, Barrier Crest and Trend Discovery Capital Management have been removed as these entities
are reflected in discontinued operations. For full details on the policies refer to the Annual Report on Form 10-K for the year ended
March 31, 2022 filed on July 7, 2022. 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 it owned in Trend Holdings to Agora
on September 22, 2021 when the Company purchased 100 shares of Agora common stock for $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 sold all divisions of Banner Midstream in July 2022 and September 2022 as discussed
herein. The Company applies the guidance of Topic 810
Consolidation Pursuant to ASC Paragraph 810-10-15-8, the usual
condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership
by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition
pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease,
agreement with other stockholders, or by court decree. 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 89%). 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. During the six months ended September 30, 2022,
Agora issued 400,000 shares of common stock to consultants and management. As a result of these issuances, the Company’s ownership
percentage in Agora dropped from approximately 90% to approximately 89%. The Company sold both White River and Banner Midstream (Pinnacle/Capstone)
in July and September 2022, respectively. These entities are no longer subsidiaries of the Company. The Company has investments in WTRV
and Wolf Energy Energy Energy Energy
Reclassifications The Company has reclassified certain amounts in
the December 31, 2021 condensed consolidated financial statements to be consistent with the December 31, 2022 presentation, including
the reclassification of Barrier Crest, TCM, White River, Pinnacle Frac, and Capstone assets and liabilities from continuing operations
to held for sale and reclassifications of operations of Barrier Crest, TCM, White River, Pinnacle Frac, and Capstone to discontinued operations.
The March 31, 2022 consolidated balance sheet has been reclassified to include the assets and liabilities sold for White River, Pinnacle
Frac, and Capstone as well. Additionally, we have removed all rounding of amounts and shares from the December 31, 2021 presentation to
conform to the December 31, 2022 presentation. These changes had no impact on the Company’s financial position or result of operations
for the periods presented. Noncontrolling Interests In accordance with ASC 810-10-45 Noncontrolling
Interests in Consolidated Financial Statements, Energy Energy
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. 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. Although, Agora since March 3, 2022, has not recognized
revenue from its mining operations, prior to this time, it recognized revenue upon satisfaction of its performance obligation 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 Bitcoin Mining The discussion here should be understood as being
applicable while Agora was conducting mining operations which it ceased beginning March 3, 2022. On September 16, 2022, the Company determined
to conduct operations as a power-centric hosting company, rather than a Bitcoin mining company. For the past revenue recognition, refer
to the Company’s Annual Report on Form 10-K filed on July 7, 2022. Hosting Revenues Agora effective in September 2022 began efforts to
generate revenue via hosting agreements. Agora entered into a MSA on December 7, 2022 with BitNile, whereby BitNile agreed to provide
mining equipment which Agora would host at its West Texas location and supply the electricity for the cryptocurrency mining, subject to
the Company raising $5 million to support the hosting operations. See Note 1. “Organization and Summary of Significant Accounting
Policies . When Agora generates hosting revenues, it will
follow ASC 606 as outlined above and recognize revenue upon the completion of the performance obligations as stipulated under the MSA.
For the nine months ended December 31, 2022 and 2021, no revenue has been recognized under any hosting agreements. All Bitcoin that is mined under these arrangements
will be transmitted directly into the third-party digital wallets and the Company will not hold any Bitcoin in its accounts. 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. 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, investments, prepaid expenses, 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 Prior to March 3, 2022 when the Company was mining
Bitcoin, it included the Bitcoin in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives.
Bitcoin was recorded at cost less impairment. For the past Bitcoin accounting policies, refer to the Company’s Annual Report on
Form 10-K filed on July 7, 2022. As of December 31, 2022, the Company neither owns nor mines any Bitcoin. 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 The Company follows the provisions of ASC 280-10 Segment Reporting. 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. The Company has adjusted the diluted EPS for the
nine and three months ended December 31, 2021 and three months ended December 31, 2022 for warrants classified as derivative liabilities
as well as the preferred stock classified as derivative liabilities in accordance with ASC 260-10-45 as follows. No calculation is necessary
for the nine months ended December 31, 2022 because to do so would be anti-dilutive.
December 31,
Nine months ended December 31, 2021
Diluted EPS:
Net income to controlling interest $ 1,304,848
Change in fair value of derivative liability (15,294,814 )
Adjusted net loss $ (13,989,966 )
Weighted Average Shares Outstanding 24,727,970
Adjusted (loss) per share $ (0.57 )
December 31,
Three months ended December 31, 2021
Diluted EPS:
Net income to controlling interest $ 4,600,003
Change in fair value of derivative liability (10,979,137 )
Adjusted net loss $ (6,379,134 )
Weighted Average Shares Outstanding 26,364,099
Adjusted (loss) per share $ (0.24 )
December 31,
Three months ended December 31, 2022
Diluted EPS:
Net income to controlling interest $ 2,749,322
Change in fair value of derivative liability and derivative income (6,124,833 )
Adjusted net loss $ (3,375,511 )
Weighted Average Shares Outstanding 28,499,875
Adjusted (loss) per share $ (0.12 ) Derivative Financial Instruments The Company does not currently use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks. 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 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 For the nine months ended December 31, 2022 and
2021, the Company had a net (loss) income to controlling interest of common stockholders of $(30,389,490) and $1,304,848, r |
