Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 16, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-40701 | |
Entity Registrant Name | RISKON INTERNATIONAL, INC. | |
Entity Central Index Key | 0001437491 | |
Entity Tax Identification Number | 30-0680177 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 11411 Southern Highlands Pkwy | |
Entity Address, Address Line Two | Suite 240 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89141 | |
City Area Code | (800) | |
Local Phone Number | 762-7293 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ROI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,634,808 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 101,487 | $ 65,838 |
Accounts receivable | 63,246 | |
Investment - White River Energy Corp. (“WTRV”) | 9,224,785 | 9,224,785 |
Prepaid expenses and other current assets | 376,360 | 1,200,157 |
Assets in bankruptcy | 21,911 | |
Current assets of discontinued operations held for sale | 60,860 | 1,302,709 |
TOTAL CURRENT ASSETS | 9,826,738 | 11,815,400 |
Property and equipment, net | 336,593 | 323,816 |
Intangible assets, net | 5,892,389 | 6,204,339 |
Right-of-use assets, operating leases | 264,519 | 0 |
Other non-current assets | 256,000 | |
Non-current assets in bankruptcy | 124,973 | 4,447,891 |
Non-current assets of discontinued operations/held for sale | 259,790 | 984,071 |
TOTAL ASSETS | 16,961,002 | 23,775,517 |
CURRENT LIABILITIES | ||
Accounts payable | 10,813,484 | 3,503,179 |
Accrued liabilities | 922,498 | 1,101,447 |
Dividends payable | 1,342,259 | |
Derivative liabilities | 1,375,063 | 19,862,226 |
Notes and related party advances | 944,739 | |
Current portion of long-term debt | 313,860 | 311,542 |
Advances - former parent of Bitnile.com, Inc. (“BNC”) | 3,760,857 | 5,782,643 |
Liabilities in bankruptcy | 3,259,928 | 3,061,430 |
Current portion of convertible note payable | 4,559,619 | |
Current portion of lease liability - operating leases | 16,765 | |
Current liabilities of discontinued operations/held for sale | 1,750,910 | 3,569,672 |
TOTAL CURRENT LIABILITIES | 29,059,982 | 37,192,139 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 219,492 | |
Long-term debt net of current portion | 132,336 | 149,716 |
Non-current liabilities of discontinued operations/held for sale | 1,108,955 | 377,786 |
TOTAL LIABILITIES | 30,520,765 | 37,719,641 |
SHAREHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 10,734,744 and 1,383,832 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively | 10,735 | 1,384 |
Additional paid-in capital | 224,229,296 | 199,062,577 |
Accumulated deficit | (232,241,623) | (208,677,438) |
Total shareholders’ deficit before non-controlling interest | (8,001,592) | (9,613,477) |
Non-controlling interest | (5,558,171) | (4,330,647) |
TOTAL SHAREHOLDERS’ DEFICIT | (13,559,763) | (13,944,124) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 16,961,002 | 23,775,517 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred stock value | ||
Series D Preferred Stock [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 10,734,744 | 1,383,832 |
Common stock, shares outstanding | 10,734,744 | 1,383,832 |
Series A Preferred Stock [Member] | ||
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 | 703 | 882 |
Preferred stock, shares outstanding | 703 | 882 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 8,883.4 | 8,637.5 |
Preferred stock, shares outstanding | 8,883.4 | 8,637.5 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,401.3 | 1,362.5 |
Preferred stock, shares outstanding | 1,401.3 | 1,362.5 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 611.2 | 0 |
Preferred stock, shares outstanding | 611.2 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
RiskOn360 revenue | $ 240,356 | $ 240,356 | ||
BitNile.com and service revenue | 64,350 | |||
Cost of revenue | 2,058,024 | 2,172,746 | ||
Gross loss | (1,817,668) | (1,868,040) | ||
Operating expenses | ||||
Salaries | 1,038,788 | 241,403 | 2,461,243 | 917,215 |
Professional and consulting fees | 359,745 | 123,288 | 790,221 | 248,015 |
Selling, general and administration | 6,897,295 | 1,089,816 | 23,175,273 | 2,386,655 |
Depreciation and amortization | 125,016 | 371,223 | ||
Total operating expenses | 8,420,844 | 1,454,507 | 26,797,960 | 3,551,885 |
Operating loss | (10,238,512) | (1,454,507) | (28,666,000) | (3,551,885) |
Other income (expense) | ||||
Change in fair value of derivative liabilities | 824,475 | 6,124,833 | 23,807,318 | 9,017,305 |
Dividend expense | (1,589,046) | (4,739,726) | ||
Loss on conversion of derivative liability to common stock in conversion of preferred stock | (3,923) | (3,923) | ||
Gain on conversion of notes and derivative liability | 2,563 | 2,563 | ||
Loss on disposal of fixed assets | (2,454) | (2,454) | ||
Loss on redemption of Series A preferred stock | (1,938,587) | (1,938,587) | ||
Amortization of discounts | (1,588,474) | (4,172,858) | ||
Interest (expense) income, net of interest income | (25,219) | 87,611 | (70,764) | (77,353) |
Total other (expense) income | (4,316,742) | 6,208,521 | 12,885,492 | 8,936,029 |
(Loss) gain from continuing operations before discontinued operations | (14,555,254) | 4,754,014 | (15,780,508) | 5,384,144 |
Discontinued operations | ||||
Loss from discontinued operations | (243,863) | (2,327,043) | (9,501,589) | (26,592,798) |
Gain (loss) on disposal of discontinued operations | 683,152 | (11,823,395) | ||
Total loss from discontinued operations | (243,863) | (2,327,043) | (8,818,437) | (38,416,193) |
Net (loss) income | (14,799,117) | 2,426,971 | (24,598,945) | (33,032,049) |
Net income attributable to non-controlling interest | 322,351 | 1,227,524 | 2,642,559 | |
Net (loss) income to controlling interest | (14,799,117) | 2,749,322 | (23,371,421) | (30,389,490) |
Less preferred stock dividends | 192,764 | 99,737 | 192,764 | 484,213 |
Net (loss) income to controlling interest of common shareholders | $ (14,991,881) | $ 2,649,585 | $ (23,564,185) | $ (30,873,703) |
Net income (loss) continuing operations - basic | $ (3.31) | $ 5 | $ (5.53) | $ 5.90 |
Net income (loss) continuing operations - diluted | (3.31) | 5 | (5.53) | 5.90 |
Net loss from discontinued operations - basic | (0.06) | (2.45) | (3.09) | (42.11) |
Net loss from discontinued operations -diluted | (0.06) | (2.45) | (3.09) | (42.11) |
Net (loss) income per share - basic | (3.37) | 2.55 | (8.62) | (36.21) |
Net (loss) income per share - diluted | $ (3.37) | $ 2.55 | $ (8.62) | $ (36.21) |
Weighted Average Number of Shares Outstanding, Basic | 4,387,130 | 949,996 | 2,854,949 | 912,320 |
Weighted Average Number of Shares Outstanding, Diluted | 4,387,130 | 949,996 | 2,854,949 | 912,320 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stocks [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Mar. 31, 2022 | $ 879 | $ 183,271,546 | $ (158,868,204) | $ (1,670,575) | $ (599,058) | $ 22,134,588 |
Beginning balance, shares at Mar. 31, 2022 | 878,803 | |||||
Shares issued for commitment for preferred stock offering, net of expenses | $ 3 | 193,413 | 193,416 | |||
Shares issued for commitment for preferred stock offering, net of expenses, shares | 3,429 | |||||
Shares issued by Agora for services rendered, net of amounts prepaid | 5,215,287 | 5,215,287 | ||||
Share-based compensation | 182,561 | 182,561 | ||||
Net loss | (10,153,204) | (571,261) | (10,724,465) | |||
Preferred stock dividends | 43,151 | 43,151 | ||||
Ending balance, value at Jun. 30, 2022 | $ 882 | 188,862,807 | (169,064,559) | (1,670,575) | (1,170,319) | 16,958,236 |
Ending balance, shares at Jun. 30, 2022 | 882,232 | |||||
Shares issued in conversion of preferred stock to common stock | $ 43 | 2,636,761 | 2,636,804 | |||
Shares issued in conversion of preferred stock to common stock, shares | 42,540 | |||||
Shares issued in settlement | $ 14 | (625,589) | 1,670,575 | 1,045,000 | ||
Shares issued in settlement, shares | 14,430 | |||||
Shares issued by Agora for services rendered, net of amounts prepaid | 2,956,922 | 2,956,922 | ||||
Share-based compensation | 160,040 | 160,040 | ||||
Disposal of subsidiaries in reverse merger transactions | 28,871,171 | 532,949 | 29,404,120 | |||
Net loss | (22,985,608) | (1,748,947) | (24,734,555) | |||
Preferred stock dividends | (341,325) | (341,325) | ||||
Ending balance, value at Sep. 30, 2022 | $ 939 | 193,990,941 | (163,520,321) | (2,386,317) | 28,085,242 | |
Ending balance, shares at Sep. 30, 2022 | 939,202 | |||||
Shares issued in conversion of preferred stock to common stock | $ 38 | 545,551 | 545,589 | |||
Shares issued in conversion of preferred stock to common stock, shares | 38,015 | |||||
Shares issued in conversion of preferred stock dividends | $ 5 | 104,558 | 104,563 | |||
Shares issued in conversion of preferred stock dividends, shares | 4,661 | |||||
Shares issued by Agora for services rendered, net of amounts prepaid | 791,491 | 791,491 | ||||
Share-based compensation | 128,086 | 128,086 | ||||
Net loss | 2,749,322 | (322,351) | 2,426,971 | |||
Preferred stock dividends | (99,737) | (99,737) | ||||
Ending balance, value at Dec. 31, 2022 | $ 982 | 195,560,627 | (160,870,736) | (2,708,668) | 31,982,205 | |
Ending balance, shares at Dec. 31, 2022 | 981,878 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 1,384 | 199,062,577 | (208,677,438) | (4,330,647) | (13,944,124) | |
Beginning balance, shares at Mar. 31, 2023 | 1,383,832 | |||||
Shares issued for cash under at-the-market (“ATM”), net of fees | $ 935 | 1,779,505 | 1,780,440 | |||
Shares issued for cash under at-the-market (ATM), net of fees | 935,452 | |||||
Shares issued for preferred stock dividends | $ 40 | $ 300,118 | 300,158 | |||
Shares issued for preferred stock dividends, shares | 40,022 | |||||
Shares issued by Agora Digital Holdings, Inc. (“Agora”) for services rendered, net of amounts prepaid | $ 630,206 | 630,206 | ||||
Share-based compensation | 258,655 | 258,655 | ||||
Net loss | 5,945,601 | (484,879) | 5,460,722 | |||
Ending balance, value at Jun. 30, 2023 | $ 2,359 | 202,031,061 | (202,731,837) | (4,815,526) | (5,513,943) | |
Ending balance, shares at Jun. 30, 2023 | 2,359,306 | |||||
Shares issued by Agora for services rendered, net of amounts prepaid | 1,721,310 | 1,721,310 | ||||
Net loss | (14,517,905) | (742,645) | (15,260,550) | |||
Ending balance, value at Sep. 30, 2023 | $ 2,359 | 203,752,371 | (217,249,742) | (5,558,171) | (19,053,183) | |
Ending balance, shares at Sep. 30, 2023 | 2,359,306 | |||||
Shares issued for preferred stock dividends | $ 73 | $ 550,159 | 550,232 | |||
Shares issued for preferred stock dividends, shares | 73,361 | |||||
Shares issued under equity line of credit (“ELOC”) agreement | 6,974 | $ 1,057,922 | 1,064,896 | |||
Shares issued under equity line of credit (ELOC) agreement, shares | 6,974,156 | |||||
Shares issued for commitment to ELOC offering | 635 | $ 384,498 | 385,133 | |||
Shares issued for commitment to ELOC offering, shares | 634,152 | |||||
Shares issued in the conversion of the senior convertible note | 694 | $ 358,427 | 359,121 | |||
Shares issued in the conversion of the senior convertible, shares | 693,769 | |||||
Series D shares issued for conversion of liabilities | $ 15,085,931 | 15,085,931 | ||||
Series D dividends | 192,764 | (192,764) | ||||
Series B and C shares issued for payment-in-kind (“PIK”) dividends | 2,847,224 | 2,847,224 | ||||
Net loss | (14,799,117) | (14,799,117) | ||||
Ending balance, value at Dec. 31, 2023 | $ 10,735 | $ 224,229,296 | $ (232,241,623) | $ (5,558,171) | $ (13,559,763) | |
Ending balance, shares at Dec. 31, 2023 | 10,734,744 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (23,564,185) | $ (30,873,703) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in non-controlling interest | (1,227,524) | (2,642,559) |
Amortization of discount | 4,172,858 | 47,515 |
Depreciation, amortization and impairment | 371,223 | |
Legal costs for ATM facility | 110,000 | |
Increase from former parent of BNC overhead allocation | 1,748,537 | |
Debt modification expense | 879,368 | |
Share-based compensation | 258,655 | 470,687 |
(Gain) loss on disposal of Zest Labs, Inc. (“Zest Labs”) and other fixed assets | (683,152) | |
Change in fair value of derivative liabilities | (23,807,318) | (6,138,960) |
Derivative income | (2,878,345) | |
Loss on conversion of derivative liabilities to common stock | 3,923 | |
Shares issued for preferred dividend | 850,277 | |
Gain on conversion of note payable and derivative liability | (2,563) | |
Loss on disposal of WTRV and Banner Midstream | 12,534,900 | |
Gain on disposal of Trend Discovery Holdings, LLC (“Trend Discovery”) | (711,505) | |
Shares of common stock issued for services | 1,045,000 | |
Commitment fees on long-term debt | 510,238 | 17,681 |
Changes in operating assets and liabilities | ||
Accounts receivable | (63,246) | |
Prepaid expenses and other current assets | 788,484 | (46,654) |
Dividend payable | 4,382,359 | |
Amortization of right of use asset - operating leases | (5,488) | |
Operating lease expense | 61,425 | |
Accounts payable | 6,896,278 | 298,539 |
Accrued liabilities | (178,949) | 287,563 |
Total adjustments | (5,817,906) | 3,167,153 |
Net cash used in operating activities of continued operations | (29,382,091) | (27,706,550) |
Net cash provided by discontinued operations | 8,824,813 | 15,321,082 |
Net cash used in operating activities | (20,557,278) | (12,385,468) |
Cash flows from investing activities: | ||
Investment – securities | (250,000) | |
Purchase of fixed assets | (72,050) | |
Net cash used in investing activities of continuing operations | (322,050) | |
Net cash provided by investing activities of discontinued operations | 517,221 | |
Net cash (used in) provided by investing activities | (322,050) | 517,221 |
Cash flows from financing activities: | ||
Proceeds from former parent of BNC, net | 13,253,948 | |
Redemption of preferred stock | (1,305,000) | |
Proceeds from note - related party | 80,000 | 741,000 |
Payments on note - related party | (616,000) | |
Proceeds from long-term debt | 800,000 | 487,500 |
Payments of long-term debt | (24,202) | (819,562) |
Proceeds from convertible note | 5,390,000 | |
Proceeds from the sale of common stock under ATM | 1,655,335 | |
Proceeds from the sale of common stock under ELOC | 1,064,896 | |
Proceeds from the sale of preferred stock | 12,000,000 | |
Net cash provided by financing activities of continuing operations | 20,914,977 | 11,792,938 |
Net cash provided by financing activities of discontinued operations | 23,359 | |
Net cash provided by financing activities | 20,914,977 | 11,816,297 |
Net increase (decrease) in cash and cash equivalents | 35,649 | (51,950) |
Cash at beginning of period | 65,838 | 78,723 |
Cash at end of period | 101,487 | 26,773 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 17,713 | 11,173 |
SUMMARY OF NON-CASH ACTIVITIES | ||
Reclassification of convertible notes and warrants to derivative liability | 4,686,817 | |
Reclassification of redemption of Series A to due to BMC former parent | ||
Recognition of new operating lease right-of-use assets and lease liabilities | 270,007 | |
Issuance costs on mezzanine equity | 193,416 | |
Preferred stock dividend paid in shares of common stock | 104,563 | |
Non-controlling interest recorded in consolidation of Enviro Technologies US, Inc. | 2,003,211 | |
Preferred shares converted into common stock | 3,182,416 | |
Mezzanine equity reclassified to liability upon amendment | $ 9,551,074 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overview On March 15, 2023, Ecoark Holdings Inc. changed its name to BitNile Metaverse Inc. and subsequently on November 1, 2023, it changed its name to RiskOn International, Inc (“ROI” or the “Company”). The Company also changed its ticker symbol from BNMV to ROI. The change in both name and ticker is underscored by the Company’s commitment to developing a vertically integrated community while creating a seamless and enriched user experience. The Company is a holding company, incorporated in the State of Nevada on November 19, 2007. On August 25, 2023, the Company’s former subsidiary Zest Labs, along with the Company and Zest Labs Holdings, LLC (owned by Gary Metzger, a current board member of the Company and therefore a related party) (the “Purchaser”), entered into a stock purchase agreement, whereby the Purchaser purchased 100% 683,152 Through December 31, 2023, the Company’s former wholly owned subsidiaries have been treated for accounting purposes as divested. Please refer to our Annual Report for the year ended March 31, 2023 (“2023 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on July 14, 2023 for details on all of our prior subsidiaries that were divested in the year ended March 31, 2023 and an overview of the business conducted in those subsidiaries. This quarterly report on Form 10-Q (the “Report”) includes only those subsidiaries as of December 31, 2023. The comparative financial statements for the three and nine months ended December 31, 2022 reflect the operations of those subsidiaries that were sold during the year ended March 31, 2023 as discontinued operations in the condensed consolidated statements of operations and as assets and liabilities of discontinued operations on the condensed consolidated balance sheets. The BitNile.com metaverse (the “Metaverse”) represents a significant development in the online metaverse landscape. By integrating various elements such as virtual markets, real world goods marketplaces and VIP experiences, gaming, social activities, sweepstakes, gambling, and more, the Company aims to revolutionize the way people interact online. The Company’s subsidiary RiskOn360, Inc., organizes and holds business training and coaching conferences and learning seminars in certain cities across the United States. The curated events are designed for the attendees to learn from keynote speakers and panelists and have intimate networking opportunities. In November 2023, the Company formed wholly owned subsidiary GuyCare, Inc. (“GuyCare”). GuyCare will provide health and wellness services as a core part of creating a sound and successful individual, specializing in men’s health. The clinics are expected to provide discreet and confidential care, ensuring men’s health and well-being through proven therapeutic interventions and innovative wellness programs. The first GuyCare clinic opened in January 2024. The Company is focused on the development, promotion, and awareness of artificial intelligence (“AI”) integration, and primarily within the business community. In cooperation with Meetkai, the Company aims to cultivate businesses and individuals by offering a technology solution with high growth potential. The Company’s flagship product, "askROI," is a generative AI platform built upon a proprietary large language model. Businesses and individuals alike can leverage askROI's capabilities for tasks such as research optimization, content creation, streamlined communication, and workflow improvement. The Company’s ultimate vision for askROI is to create a one-stop-shop for individuals and businesses to access generative AI products. The Company plans to regularly integrate new tools and products within the askROI platform to continually expand the capabilities and opportunities within askROI. Bankruptcy Filings On November 1, 2023, Agora and Bitstream Mining LLC (“Bitstream”), Agora’s sole operating subsidiary, filed petitions for Chapter 7 bankruptcy in the United States Bankruptcy Court for the Western District of Texas. As a result, the Company deemed Agora as a discontinued operation for the periods ended March 31 and December 31, 2023. The cases are still pending before the court. See note 21, “Subsequent Events” for additional information on recent developments related to the cases. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN For the three and nine months ended December 31, 2023, the Company had a net loss to controlling interest of common shareholders of $ (14,799,117) (23,371,421) (19,233,244) (25,095,950) (232,241,623) 101,487 The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes continued revenue streams and becomes profitable. Management’s plans to raise additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will succeed in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce or perhaps even cease the operation of its business. On April 27, 2023, the Company sold $ 6.875 5.5 $359,121 693,651 On October 30, 2023, the registration statement related to the $100,000,000 $1,064,896 On October 16, 2023 and November 8, 2023, the Company issued terms notes in gross amounts of $210,000 $660,000 $800,000 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 . BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s 2023 Annual Report filed with the SEC on July 14, 2023. The consolidated balance sheet as of March 31, 2023 was derived from the Company’s audited 2023 financial statements contained in the 2023 Annual Report. Results of the three and nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for the full year ending March 31, 2024. Noncontrolling Interests In accordance with Accounting Standards Codification (“ASC”) 810-10-45 , 34% 66% Significant Accounting Policies Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2023 Annual Report. Hospitality and VIP Services Revenue Hospitality revenue consists of revenue from services provided to groups at certain social functions and sporting events. The Company also sells real world VIP experiences and one-of-a-kind products. Hospitality and VIP service revenue is generated through contracts with customers whereby the customer agrees to pay a contract rate, determined based on common industry prices, for the services the Company provides. The Company recognizes revenue when performance obligations to provide food and services are satisfied at the point in time when the food and services are received by the customer, which is when the event is held and services are complete. The Company recognizes revenue on a gross basis due to the fact that it has control over the food and services and the ability to direct the offerings to multiple end consumers while also ultimately determining the relative pricing offered for the services. For certain events, The Company also uses certain subcontractors that it selects and hires to help transfer services to the end customer. The Company has evaluated its agreements with its food and service subcontractors and based on the preceding, the Company determined that it is the principal in such arrangements and the third-party food and service suppliers are the agent in accordance with ASC 606, Revenue from Contracts with Customers RiskOn360 Revenue RiskOn360 revenue consists of revenue from services provided to attendees of business and coaching conference events. Revenue is generated through contracts whereby a customer agrees to pay a contract price for services provided by the Company at individual conferences organized and held by the Company. The Company recognizes revenue when the performance obligations to provide the learning event and related services are satisfied at the point in time when the services and products are received by the customer, which is when the conference is completed, and all obligations have been satisfied. Net Loss Per Share Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted loss per share includes 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. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following at December 31, 2023 and March 31, 2023: Schedule of anti-dilutive shares December 31, March 31, 2023 2023 Warrants 2,358,297 264,058 Convertible notes 12,753,705 - Convertible preferred stock 44,858,151 14,607,333 Total 59,970,153 14,864,725 Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements To Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose information about the reportable segments’ significant expenses on an interim and annual basis to enable investors to develop more decision-useful financial analyses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. Early adoption is permitted. The Company elected to early adopt ASU 2023-07. See note 20, “Segment Information” for the Company’s process in determining reportable segments and certain financial data of each segment. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS As discussed in note 1 and the 2023 Annual Report, during the year ended March 31, 2023, the Company sold all of its subsidiaries, other than Agora and Zest Labs. On August 25, 2023, the Company sold 100% 66% The Company’s loss from discontinued operations includes Trend Discovery, White River Corp, Banner Midstream, Zest Labs and Agora for the three and nine months ended December 31, 2023 and 2022, which were sold in four separate transactions on June 17, 2022, July 25, 2022, September 7, 2022, August 25, 2023, respectively, and Agora which filed for bankruptcy on November 1, 2023. The assets and liabilities of Agora as of December 31, 2023 are reflected on the condensed consolidated balance sheet separately as assets and liabilities in bankruptcy. Current assets as of December 31, 2023 and March 31, 2023– Discontinued Operations: Schedule of current assets December 31, March 31, Wolf Energy $ 60,860 $ 1,297,801 Prepaid expenses - 4,908 $ 60,860 $ 1,302,709 Non-current assets as of December 31, 2023 and March 31, 2023 – Discontinued Operations: Schedule of non-current assets December 31, March 31, Wolf Energy $ 259,790 $ 984,071 $ 259,790 $ 984,071 Current liabilities as of December 31, 2023 and March 31, 2023– Discontinued Operations: Schedule of current liabilities December 31, March 31, Wolf Energy $ 1,750,910 $ 2,952,257 Zest accounts payable - 532,279 Zest accrued expenses - 85,136 $ 1,750,910 $ 3,569,672 Non-current liabilities as of December 31, 2023 and March 31, 2023– Discontinued Operations: Schedule of non-current liabilities December 31, March 31, Wolf Energy $ 1,108,955 $ 377,786 The Company reclassified the following operations to discontinued operations for the three and nine months ended December 31, 2023 and 2022. Schedule of operations to discontinued operations Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Revenue $ - $ - $ - $ 10,955,153 Operating expenses 243,863 1,858,833 7,384,561 32,681,991 Wolf Energy – net loss - (468,210 ) (1,528,545 ) (4,305,129 ) Other loss - - (174,456 ) (560,831 ) Net loss from discontinued operations $ (243,863 ) $ (2,327,043 ) $ (9,087,562 ) $ (26,592,798 ) |
BUSINESS COMBINATIONS_DIVESTITU
BUSINESS COMBINATIONS/DIVESTITURES | 9 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS/DIVESTITURES | 5. BUSINESS COMBINATIONS/DIVESTITURES Zest Labs On August 25, 2023, the Company sold 100% The Company sold the assets and liabilities of Zest Labs noted below at fair value. Schedule of acquired the assets and liabilities Prepaid expenses $ 2,454 Accounts payable and accrued expenses (685,606 ) Total assets and liabilities $ (683,152 ) The Company recorded a gain on disposal of Zest Labs of $ 683,152 |
REVENUE
REVENUE | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 6. 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. Revenues recorded for our services provided were as follows: Schedule of revenue Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 RiskOn360 revenue $ 240,356 $ - $ 240,356 $ - BitNile.com and service revenue - - 64,350 - Total $ 240,356 $ - $ 304,706 $ - The Company had related party hospitality service sales of $ 0 62,850 0 |
SENIOR SECURED PROMISSORY NOTE
SENIOR SECURED PROMISSORY NOTE RECEIVABLE | 9 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
SENIOR SECURED PROMISSORY NOTE RECEIVABLE | 7. SENIOR SECURED PROMISSORY NOTE RECEIVABLE Agora was issued a Senior Secured Promissory Note by Trend Ventures, LP (“Trend Ventures Note”) on June 16, 2022, for the acquisition of Trend Discovery. The Trend Ventures Note is in the principal amount of $4,250,000 5% June 16, 2025 On May 15, 2023, Agora and Trend Ventures, LP entered into a First Amendment of Senior Secured Promissory Note (“First Amendment”), to amend the Trend Ventures Note. The First Amendment amended the following clauses of the Trend Ventures Note: (a) the principal amount was amended from $ 4,250,000 4,443,870 June 16, 2025 May 15, 2025 5% On November 1, 2023, Agora and Bitstream Mining LLC (“Bitstream”), Agora’s sole operating subsidiary, filed petitions for Chapter 7 bankruptcy in the United States Bankruptcy Court for the Western District of Texas. The Trend Ventures Note was included as part of the bankruptcy estate. As of December 31, 2023, the Company has established a full reserve for the principal and accrued interest receivable. See note 21, “Subsequent Events” for additional information on recent developments related to the cases. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 8. INVESTMENTS Series A Convertible Preferred Stock – WTRV On July 25, 2022, the Company entered into a Share Exchange Agreement pursuant to which it sold to WTRV its oil and gas production business, which was part of the commodities segment. The Company received 1,200 42,253,521 As of December 31, 2023, the Company has determined that WTRV is a variable interest entity, but this transaction has not resulted in the Company controlling WTRV, the Company does not have the power to direct activities of WTRV or control the board of directors of WTRV. Based on this determination the Company does not consolidate WTRV. Common Stock – Wolf Energy Services, Inc. On August 23, 2022, the Company entered into a Share Exchange Agreement (the “Agreement”) with Wolf Energy and Banner Midstream. The Company has determined that this transaction has resulted in the Company having a controlling interest in Wolf Energy as the common stock issued represents approximately 66% of the voting common stock of Wolf Energy common stock outstanding at December 31, 2023 and March 31, 2023. Since the Company will be distributing to its shareholders a stock dividend to all common and preferred shareholders with a stock dividend date of September 30, 2022, the Company has reflected Wolf Energy, in discontinued operations as the Company intends to hold no shares and thus no voting interest upon the effectiveness of a registration statement for Wolf Energy, and the investment has been eliminated in consolidation. Subsequent to September 30, 2023, Wolf Energy and Banner Midstream have permanently ceased operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 9. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2023 and March 31, 2023: Schedule of property and equipment December 31, March 31, (unaudited) Auto – BNC 232,406 232,406 Equipment – BNC 84,404 84,604 Computers and software - 90,000 Equipment 45,050 - Equipment – GuyCare 27,000 - Total property and equipment (1) 388,860 407,010 Accumulated depreciation (52,267 ) (83,194 )) Property and equipment, net $ 336,593 $ 323,816 (1) As of December 31, 2023, $90,000 of the Company’s gross property, plant, and equipment, was fully depreciated, retired and no gain or loss was recognized from the disposal. Depreciation expense for the three and nine months ended December 31, 2023 was $ 21,033 59,273 100% 0 Effective September 30, 2023, the Company impaired $ 5,679,942 1,784,189 3,895,753 247,969 On November 1, 2023, both Agora and Bitstream filed petitions for Chapter 7 bankruptcy in the United States Bankruptcy Court for the Western District of Texas. As a result, Agora’s assets, which represent only one parcel of land in West Texas, have been disclosed as non-current assets in bankruptcy. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 10. INTANGIBLE ASSETS Intangible assets consisted of the following as of December 31, 2023 and March 31, 2023: Schedule of intangible assets December 31, March 31, Trademarks $ 5,097,000 $ 5,097,000 Developed technology 1,142,000 1,142,000 Accumulated amortization - trademarks (283,167 ) (28,317 ) Accumulated amortization - developed technology (63,444 ) (6,344 ) Intangible assets, net $ 5,892,389 $ 6,204,339 Amortization expense for the three and nine months ended December 31, 2023 was $ 103,983 311,950 0 On August 25, 2023, the Company sold 100% 0 Amortization expense for the next five years and in the aggregate is as follows: Schedule of amortization expense Remaining fiscal year 2024 $ 103,983 2025 415,933 2026 415,933 2027 415,933 2028 415,933 Thereafter 4,124,674 $ 5,892,389 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 11. ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31, 2023 and March 31, 2023: Schedule of accrued expenses December 31, March 31, Professional fees and consulting costs 662,176 440,215 Compensation paid time off 121,789 73,375 Sponsorship - 500,000 Interest 104,453 61,722 Other 34,080 26,135 Total $ 922,498 $ 1,101,447 |
WARRANT DERIVATIVE LIABILITIES
WARRANT DERIVATIVE LIABILITIES | 9 Months Ended |
Dec. 31, 2023 | |
Warrant Derivative Liabilities | |
WARRANT DERIVATIVE LIABILITIES | 12. WARRANT DERIVATIVE LIABILITIES 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) 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 a 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. The Company has only included descriptions of warrants that are still outstanding as of December 31, 2023. On August 6, 2021, the Company closed a $ 20,000,000 115,942 115,942 172.50 8,116 215.625 11,201,869 0 744,530 On April 27, 2023, the Company closed a $ 6,875,000 2,100,905 3.28 3,334,246 436,408 The Company determined its derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2023 and March 31, 2023. 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 December 31, 2023 and March 31, 2023 and at inception: Schedule of fair value of each warrant is estimated using the black-scholes valuation model Nine Year Ended Inception Expected term 1 5 0.25 1.85 5.00 Expected volatility 110 138% 107 110% 91% 107% Expected dividend yield - - - Risk-free interest rate 3.48 4.59% 2.98 3.88% 1.50% 2.77% Market price $ 0.33 4.50 $ 5.40 39.00 The Company’s remaining derivative liabilities as of December 31, 2023 and March 31, 2023 associated with warrant offerings were as follows. Schedule of derivative liabilities December 31, March 31, Fair value of 115,942 August 6, 2021 $ - $ 5,974 Fair value of 8,116 August 6, 2021 - 290 Fair value of 2,100,905 April 27, 2023 436,408 - $ 436,408 $ 6,264 During the nine months ended December 31, 2023 and 2022, the Company recognized changes in the fair value of the derivative liabilities of $ 2,904,102 4,274,183 Activity related to the warrant derivative liabilities for the nine months ended December 31, 2023 was as follows: Schedule of warrant derivative liabilities Beginning balance as of March 31, 2023 $ 6,264 Issuances of warrants – derivative liabilities 3,334,246 Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (2,904,102 ) Ending balance as of December 31, 2023 $ 436,408 Activity related to the warrant derivative liabilities for the nine months ended December 31, 2022 was as follows: Beginning balance as of March 31, 2022 $ 4,318,630 Issuances of warrants – derivative liabilities - Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (4,274,183 ) Ending balance as of December 31, 2022 $ 44,447 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 13. LONG-TERM DEBT Long-term debt included in continuing operations consisted of the following as of December 31, 2023 and March 31, 2023: Schedule of long-term debt December 31, March 31, Credit facility -Trend Discovery SPV 1, LLC $ 291,036 $ 291,036 Auto loan 155,160 170,222 Total long-term debt 446,196 461,258 Less: current portion (313,860 ) (311,542 ) Long-term debt, net of current portion $ 132,336 $ 149,716 On December 28, 2018, the Company entered into a $ 10,000,000 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 included $25,855 in commitment fees, with the balance of $570,000 being disbursed directly to the Company. 26,313 88,035 On February 16, 2022, Agora entered into a long-term secured note payable for $ 80,324 February 13, 2028 5.79% The following is a list of maturities by fiscal year as of December 31, 2023: Schedule of maturities Remaining 2024 $ 296,441 2025 23,662 2026 27,303 2027 31,505 2028 36,354 Thereafter 30,931 $ 446,196 Interest expense on long-term debt during the three and nine months ended December 31, 2023 was $ 5,704 17,713 9,461 50,888 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 14. NOTES PAYABLE Related Parties Ault Alliance Inc. (“AAI”) advanced the Company $ 3,805,088 11,315,608 383,885 2,683,627 On November 14, 2023, the Company entered into a securities purchase agreement (the “SPA”) with AAI, pursuant to which the Company agreed to sell to AAI 603.44 15,085,931 This transaction closed on November 15, 2023. The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to the Company between January 1, 2023 and November 9, 2023. 25,000 0.51 Related Party Advances During the quarter ended December 31, 2023, an officer of AAI and current Company board member advanced the Company $90,000. The advance has no interest, unless it goes into default, and includes an original issue discount of $ 10,000 January 19, 2024 60,000 18% Term Note Agreements On November 8, 2023, the Company entered into a term note agreement for a principal amount of $ 660,000 60,000 53,000 9,584 January 7, 2024 10% On October 16, 2023, the Company entered into a term note agreement for a principal amount of $ 210,000 10,000 200,000 10,000 6,835 November 16, 2023 10% 18% Convertible Notes On April 27, 2023, the Company sold $ 6.875 5.4 April 27, 2024 3.28 3.28 1,375,000 345,628 932,353 1,178,107 3,175,767 Schedule of amortization of discount related to the convertible note Beginning balance as of March 31, 2023 $ - Issuance of convertible notes 6,875,000 Less: original issue discount – inception (1,375,000 ) Amortization of discounts 4,108,120 Principal converted to common stock and gain on conversion (361,683 ) Less: debt discount – reclassification to derivative liability (*) (4,686,818 ) Ending balance as of December 31, 2023 $ 4,559,619 (*) This amount also includes discount related to the warrants issued with the convertible note (see note 12). Activity related to the convertible note derivative liabilities for the nine months ended December 31, 2023 was as follows: Schedule of convertible note derivative liabilities Beginning balance as of March 31, 2023 $ - Issuances of convertible note – derivative liabilities 1,352,322 Change in fair value of convertible note derivative liabilities (597,714 ) Ending balance as of December 31, 2023 $ 754,608 |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | 15. PREFERRED STOCK Preferred Stock Derivative Liability RiskOn International Series A The Company entered into a Securities Purchase Agreement (the “Series A Agreement”) with Ault Lending on June 8, 2022, and as amended November 28, 2022, pursuant to which the Company sold Ault Lending 1,200 3,429 The amendment to the Certificate of Designation of Rights, Preferences and Limitations of the Series A constituted a modification from mezzanine equity to liability and was considered a debt modification. Upon the reclassification to preferred stock liability and analysis of terms, the Company deemed the preferred stock liability a derivative liability under ASC 815, Derivatives and Hedging 7,218,319 The derivative liability for the Series A was remeasured at December 31, 2023 and was valued at $ 6,961 48,454 1,653,241 179.1 1,413 In addition, the Company advanced $ 100,000 1,305,000 635,000 Activity related to the preferred stock derivative liabilities for the nine months ended December 31, 2023 was as follows: Schedule of activity related to the preferred stock derivative liabilities Beginning balance as of March 31, 2023 $ 1,025,202 Reclassification – advances former parent of BitNile.com, Inc. 1,940,000 Redemption of Series A (1,305,000 ) Change in fair value of preferred stock derivative liabilities (1,653,241 ) Gain on conversion of derivative liability (1,413 ) Ending balance as of December 31, 2023 $ 5,548 The Company has accrued $ 56,669 On April 4, 2023, the Company entered into an agreement with Ault Lending and WTRV pursuant to which the Company agreed to advance to WTRV payments of up to $ 3.25 3.25 10,833 1,940,000 RiskOn International Series B and C The Company entered into a share exchange agreement with AAI on February 8, 2023 and subsequently closed the transaction on March 7, 2023, in which the Company acquired the assets and liabilities of BNC and securities of Earnity beneficially owned by BNC in exchange of the issuance of 8,637.5 1,362.5 8,883.4 1,401.3 8,637.5 1,362.5 The Company determined that the Series B and Series C constituted a derivative liability under ASC 815 on the date of inception, March 7, 2023. As a result of this classification, the Company determined that the value of the derivative liability was $ 42,426,069 Activity related to the preferred stock derivative liabilities for the Series B and Series C for the nine months ended December 31, 2023 was as follows: Schedule of activity related to the preferred stock derivative liabilities Beginning balance as of March 31, 2023 $ 18,830,760 Change in fair value of preferred stock derivative liabilities (18,642,362 ) Ending balance as of December 31, 2023 $ 188,398 The Company has accrued $ 1,285,591 The fair value of the Series A, Series B and Series C liability is estimated using the Black-Scholes valuation model. Changes to the inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used on December 31, 2023 and March 31, 2023: Schedule of preferred stock liability is estimated using the black scholes valuation model December 31, March 31, Expected term 1.66 2.00 1.66 2.00 Expected volatility 108 138% 108 110% Expected dividend yield - - Risk-free interest rate 3.48 4.88% 3.48 3.88% Market price $ 1.15 22.80 $ 3.60 22.80 RiskOn International Series D On November 14, 2023, the Company entered into the SPA with AAI, pursuant to which the Company agreed to sell to AAI 603.44 15,085,931 This transaction closed on November 15, 2023. The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to the Company between January 1, 2023 and November 9, 2023. 25,000 As Series D is not mandatorily redeemable and has no embedded features requiring bifurcation, the Company determined that the Series D should be classified as equity in accordance with ASC 480 and ASC 815 as of November 14, 2023, the date of inception. As a result of this classification, the Company determined that the fair value of the Series D was $ 15,085,931 The Company issued $ 192,765 For the three and nine months ended December 31, 2023, the Company recorded $ 1,589,046 4,739,726 1,342,259 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | 16. SHAREHOLDERS’ DEFICIT Common Stock On May 4, 2023, the Company amended its Articles of Incorporation to reflect a 1-for-30 reverse stock split. The Company also reduced its authorized shares on a 1-for-30 basis going from 100,000,000 3,333,333 On October 16, 2023, the Company amended its Articles of Incorporation to increase its authorized shares of common stock from 3,333,333 to 500,000,000 As of December 31, 2023, there were 163,393 On October 19, 2023, the r egistration statement registering the shares of common stock issuable upon conversion of the was declared effective by the SEC. 359,121 693,769 In the three and nine months ended December 31, 2023, the Company issued 73,361 113,383 550,232 850,390 916,976 1,655,335 ELOC On August 24, 2023, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with Arena Business Solutions Global SPC II Ltd on behalf of and for the account of Segregated Portfolio #3 – SPC #3 (“Arena”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct Arena to purchase up to an aggregate of $100,000,000 of shares of common stock over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a registration statement, the Company has the right to present Arena with an advance notice (each, an “Advance Notice”) directing Arena to purchase any amount up to the Maximum Advance Amount (as defined in the ELOC Purchase Agreement). On October 30, 2023, a registration statement related to the ELOC Purchase Agreement was declared effective by the SEC. As of December 31, 2023, the Company issued and sold an aggregate of 6,974,156 1,064,896 634,152 385,133 Agora Common Stock The Company purchased 41,671,221 5,000,000 89% The restricted shares of common stock consists of 2,833,336 2,166,664 12,166,680 10,833,320 23,000,000 400,000 5.00 The performance grants vest upon deployment of certain contracts and approval of the board of directors. On April 12, 2022, Agora upon board of director approval accelerated the vesting of a total of 500,000 Within discontinued operations, the Company recognized $0 and $ 2,610,174 791,491 8,963,700 8,333,320 0 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 condensed consolidated statement of operations for the three and nine months ended December 31, 2023 and 2022. Share-based compensation for the three and nine months ended December 31, 2023 for stock options and restricted stock units granted under the 2013 Incentive Stock Plan and 2017 Omnibus Incentive Stock Plan and non-qualified stock options were $ 0 8,810 470,687 1,711,466 The Company accrued $ 535,731 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitment and contingencies | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES GuyCare Operating Lease During the three months ended December 31, 2023, the Company entered into a non-cancellable lease agreement with a three and one-half year term. The lease commenced on December 1, 2023 10.0% 270,007 The Company reported $ 264,519 16,765 219,492 0 7,738 0 Legal Proceedings The Company is presently involved in the following legal proceedings. To the best of the Company’s knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of its properties or businesses are subject, which would reasonably be likely to have a material adverse effect on the Company. ● On April 22, 2022, BitStream and the Company were sued in Travis County, Texas District Court (Docket #79176-0002) by Print Crypto Inc. in the amount of $ 256,733 ● On July 15, 2022, Bitstream and two of their management were parties to a petition filed in Ward County District Court by 1155 Distributor Partners-Austin, LLC d/b/a Lonestar Electric Supply in the amount of $ 414,027 In the opinion of management, there are no additional legal matters involving us that would have a material adverse effect upon the Company’s financial condition, results of operations or cash flows. Nasdaq Compliance On July 18, 2023, the Company received a letter (the “Shareholder Deficiency Letter”) from the Staff of Nasdaq indicating that the Company’s shareholders’ equity as reported in the 2023 Annual Report did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s shareholders’ equity be at least $ 2.5 13.9 According to the Shareholder Deficiency Letter, the Company had 45 calendar days from the date of the Shareholder Deficiency Letter, or until September 1, 2023, to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). In response to the Shareholder Deficiency Letter received in July 2023, the Company’s submitted a compliance plan on August 25, 2023, which was subsequently amended and restated (collectively, the "Compliance Plans”) in September 2023 to the Staff. On December 1, 2023, Nasdaq notified the Company that it rejected the Compliance Plans. The Company appealed the Staff’s determination to delist the Company’s common stock to a Hearings Panel (the “Panel”). The Panel will hear the Company’s appeal on February 29, 2024. The Panel will consider all violations against the Voting Rights Rule (including the incident for the Letter received in January 2024) in connection with the Company’s appeal. If the Company’s common stock is delisted from Nasdaq, the Company could face significant material adverse consequences, including: ● it may adversely affect its ability to raise capital which is needed to stay operational; ● a limited availability of market quotations for its common stock; ● reduced liquidity with respect to the Company’s common stock; ● a determination that the Company’s common stock is a “penny stock” which will require broker-dealers trading in the common stock to adhere to more stringent rules, resulting in a reduced level of trading activity in the secondary trading market for the common stock; and ● being in default under the transaction documents entered into with the investors in the April 27, 2023 financing. If the Company is unable to rectify any of the above-described Nasdaq issues, a delisting would subject the Company and its shareholders to the above. Non-cancelable Obligations In the course of the BitNile.com gaming business and in association with its Platform, the Company has entered into non-cancelable obligations with certain parties to purchase services, such as technology and the hosting of the Platform. As of December 31, 2023, the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating $ 2,000,000 1,000,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 18. FAIR VALUE MEASUREMENTS ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets for identical assets or liabilities; 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. The carrying values of cash, prepaid expenses, other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company measures and records the fair value of the derivative liabilities disclosed in accordance with ASC 815. The fair values of the derivatives were calculated using the Black-Scholes Model which requires us to make assumptions, including expected term, risk-free rate, expected volatility and expected dividend yield. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in other income (expense) in the condensed consolidated statement of operations. The following table presents assets and liabilities that were measured and recognized at fair value on a recurring basis as of: 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 December 31, 2023 Derivative liabilities $ - $ - $ 1,375,063 $ 23,807,318 Investment – WTRV - - 9,224,785 - March 31, 2023 Derivative liabilities - $ - $ 19,862,226 $ 32,924,126 Bitcoin - - - (9,122 ) Investment – WTRV - - 9,224,785 (20,775,215 ) There were no transfers between Level 1, 2 or 3 during the nine months ended December 31, 2023. The table below shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended December 31, 2023: Schedule of reconciliation of the beginning and ending liabilities Beginning balance as of March 31, 2023 $ (10,637,441 ) Issuance – convertible notes with warrants (4,686,817 ) Redemption of derivative liabilities and preferred, net 633,338 Net change in fair value included in earnings 23,807,318 Ending balance as of December 31, 2023 $ 7,849,722 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 19. RELATED PARTY TRANSACTIONS In connection with the hospitality services the Company offers, the Company and certain customers enter into separate arrangements with respect to sponsorships the Company provides in addition to a number of ongoing commercial relationships, including license agreements. See note 8 for the investment in WTRV. The Company’s previous Chief Executive Officer and Chief Financial Officer held similar positions in WTRV at the time of the investment. In the three and nine months ended December 31, 2023, the Company was advanced $ 5,743,428 13,253,948 Revenues and Accounts Receivable The Company had related party hospitality service sales of $ 0 58,950 0 62,200 0 Allocation of General Corporate Expenses AAI provides use of certain assets, human resources and other executive services to the Company. The accompanying financial statements include allocations of these expenses. The allocation method calculates the appropriate share of costs to the Company by using the percentage of time spent working on and building the Company’s business. The Company believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had the Company been a stand-alone entity or of future services. AAI allocated $ 388,695 1,784,537 0 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 20. SEGMENT INFORMATION The Company determines its operating segments based on how the chief operating decision maker ("CODM") views and analyzes each segments' operations, performance and allocates resources. Milton “Todd” Ault, Chairman of the board and CEO as of January 2024, is the CODM. The CODM utilizes net loss as the measure of segment profit or loss. From September 30, 2022 through September 30, 2023, the Company had one aggregated reporting segment, which included the continuing operations related to Agora, Zest Labs and BitNile.com. Most of the limited continuing operations were related to Agora and the BitNile.com metaverse while Zest Labs operations were immaterial. In the current fiscal quarter, with the launch of operations of RiskOn360 and the reclassification of Agora to discontinued operations, the Company changed its presentation of operating results. Herein, the Company reports the following two reporting segments: (1) BitNile.com and services (“BNS”) and (2) RiskOn360. Separate financial information for BNS and RiskOn360 is evaluated by the CODM to allocate resources and assess performance. As GuyCare had immaterial operations as of December 31, 2023, the Company did not review the business separately and its operations are not separately reported herein. BNS is composed of operations from products and services provided in the Metaverse Platform and hospitality services provided in our sponsored racing events where the Platform is advertised. Management does not consider hospitality as a separate operating segment from the Metaverse Platform as the hospitality activities are considered incidental to the sponsorships and would not continue if the sponsorships were discontinued. The Company’s segments do not engage in transactions with one another. The two reporting segments use certain shared infrastructure, and each segment is presented with its direct costs and an allocation of shared overhead costs. BNS began operations during fiscal year 2023 and RiskOn360 started operations in November 2023. During the three and nine months ended December 31, 2022, the Company did not have businesses providing BNS or RiskOn360 products and services and therefore there is no meaningful comparative information for the prior year periods presented. Additionally, the financial information as of and for the three and nine months ended December 31, 2022 in the condensed consolidated financial statements relates to the holding company, Ecoark Holdings, Inc. (later renamed BitNile Metaverse, Inc. and currently RiskOn International, Inc.). The table below highlights the Company's revenues, expenses and net loss for each reportable segment and is reconciled to net loss on a consolidated basis for the three months ended December 31, 2023. Schedule of segment reporting information December 31, 2023 BNS RiskOn360 Other 1 Total RiskOn360 revenues $ - $ 240,356 $ - $ 240,356 BNS revenue - - - - Cost of revenue - 2,058,024 - 2,058,024 Operating loss before other expenses - (1,817,668 ) - (1,817,668 ) Operating expenses Salaries 690,752 202,786 145,250 1,038,788 Professional fees 359,745 - - 359,745 Selling, general and administration 5,893,520 969,420 34,355 6,897,295 Depreciation and amortization 123,104 1,912 - 125,016 Total 7,067,121 1,174,118 179,605 8,420,844 Loss from continuing operations (7,067,121 ) (2,991,786 ) (179,605 ) (10,238,512 ) Other expense (4,316,742 ) - - (4,316,742 ) Loss from discontinued operations - - (243,863 ) (243,863 ) Net Loss $ (11,383,863 ) $ (2,991,786 ) $ (423,468 ) $ (14,799,117 ) 1 The Other category includes GuyCare expenses and loss from discontinued operations. The table below highlights the Company’s revenues, expenses and net loss for each reportable segment and is reconciled to net loss on a consolidated basis for the nine months ended December 31, 2023: December 31, 2023 BNS RiskOn360 Other 2 Total RiskOn360 revenues $ - $ 240,356 $ - $ 240,356 BNS revenue 64,350 - - 64,350 Cost of revenue 114,722 2,058,024 - 2,172,746 Operating loss before other expenses (50,372 ) (1,817,668 ) - (1,868,040 ) Operating expenses Salaries 2,113,207 202,786 145,250 2,461,243 Professional fees 790,221 - - 790,221 Selling, general and administration 22,171,498 969,420 34,355 23,175,273 Depreciation and amortization 369,311 1,912 - 371,223 Total 25,444,237 1,174,118 179,605 26,797,960 Loss from continuing operations (25,494,609 ) (2,991,786 ) (179,605 ) (28,666,000 ) Other income 12,885,492 - - 12,885,492 Loss from discontinued operations - - (8,818,437 ) (8,818,437 ) Net Loss $ (12,609,117 ) $ (2,991,786 ) $ (8,998,042 ) $ (24,598,945 ) 2 The Other category includes GuyCare expenses and loss from discontinued operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS Nasdaq Compliance On January 9, 2024, the Company received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company has violated Nasdaq’s voting rights rule set forth in Listing Rule 5640 (the “Voting Rights Rule”). The Voting Rights Rule states that a company cannot create a new class of security that votes at a higher rate than an existing class of securities or take any other action that has the effect of restricting or reducing the voting rights of an existing class of securities. The alleged violation of the Voting Rights Rule relates to the issuance of 603.44 shares of newly designated Series D Convertible Preferred Stock in exchange for the cancellation of $15,085,930 of cash advances made by Ault Alliance, Inc. (“AAI”) to the Company between January 1 and November 9, 2023, pursuant to the Securities Purchase Agreement (the “Agreement”) by and between the Company and AAI. See note 15, “Preferred Stocks” for the terms of the Preferred Stock. According to the Letter, Nasdaq determined the Preferred Stock violates the Voting Rights Rule because the Preferred Stock could convert at a discount to the price of the Common Stock on the date of execution of the Agreement, and because the Preferred Stock votes on an as-converted basis. The Company notes that the violation is based on a hypothetical situation in the future, in which the anti-dilution protection triggers a ratchet down of the Conversion Price below the minimum price per share of the Company’s common stock at the time of the issuance of the Preferred Stock. S-3 Registration Statement On January 17, 2024, the Company filed a shelf r egistration statement, which was amended on February 8, 2024, for the sale of 25,000,000 S-1 Registration Statement On January 23, 2024, the Company filed a registration statement, which was amended on February 7, 2024, related to the offer and resale of up to 40,000,000 Changes in Board of Directors Composition and Management Effective January 29, 2024 (the “Effective Date”), the Company accepted the resignations of (i) Randy May, its former Chairman of the Board of Directors (the “Board”) in such capacity, and as the Company’s Chief Executive Officer, and (ii) Jay Puchir, its former Chief Financial Officer, each of which was submitted to the Company on January 28, 2024. On the Effective Date, Mr. Milton “Todd” Ault was appointed as its Chairman of the Board and Chief Executive Officer, William B. Horne and Steve J. Smith were appointed to the Board of Directors, Kayson Pulsipher was appointed as Chief Financial Officer, Joseph M. Spaziano as Chief Operating Officer and Douglas Gintz as Chief Technology Officer. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s 2023 Annual Report filed with the SEC on July 14, 2023. The consolidated balance sheet as of March 31, 2023 was derived from the Company’s audited 2023 financial statements contained in the 2023 Annual Report. Results of the three and nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for the full year ending March 31, 2024. |
Noncontrolling Interests | Noncontrolling Interests In accordance with Accounting Standards Codification (“ASC”) 810-10-45 , 34% 66% |
Significant Accounting Policies | Significant Accounting Policies Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2023 Annual Report. |
Hospitality and VIP Services Revenue | Hospitality and VIP Services Revenue Hospitality revenue consists of revenue from services provided to groups at certain social functions and sporting events. The Company also sells real world VIP experiences and one-of-a-kind products. Hospitality and VIP service revenue is generated through contracts with customers whereby the customer agrees to pay a contract rate, determined based on common industry prices, for the services the Company provides. The Company recognizes revenue when performance obligations to provide food and services are satisfied at the point in time when the food and services are received by the customer, which is when the event is held and services are complete. The Company recognizes revenue on a gross basis due to the fact that it has control over the food and services and the ability to direct the offerings to multiple end consumers while also ultimately determining the relative pricing offered for the services. For certain events, The Company also uses certain subcontractors that it selects and hires to help transfer services to the end customer. The Company has evaluated its agreements with its food and service subcontractors and based on the preceding, the Company determined that it is the principal in such arrangements and the third-party food and service suppliers are the agent in accordance with ASC 606, Revenue from Contracts with Customers |
RiskOn360 Revenue | RiskOn360 Revenue RiskOn360 revenue consists of revenue from services provided to attendees of business and coaching conference events. Revenue is generated through contracts whereby a customer agrees to pay a contract price for services provided by the Company at individual conferences organized and held by the Company. The Company recognizes revenue when the performance obligations to provide the learning event and related services are satisfied at the point in time when the services and products are received by the customer, which is when the conference is completed, and all obligations have been satisfied. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted loss per share includes 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. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following at December 31, 2023 and March 31, 2023: Schedule of anti-dilutive shares December 31, March 31, 2023 2023 Warrants 2,358,297 264,058 Convertible notes 12,753,705 - Convertible preferred stock 44,858,151 14,607,333 Total 59,970,153 14,864,725 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements To Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose information about the reportable segments’ significant expenses on an interim and annual basis to enable investors to develop more decision-useful financial analyses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. Early adoption is permitted. The Company elected to early adopt ASU 2023-07. See note 20, “Segment Information” for the Company’s process in determining reportable segments and certain financial data of each segment. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares December 31, March 31, 2023 2023 Warrants 2,358,297 264,058 Convertible notes 12,753,705 - Convertible preferred stock 44,858,151 14,607,333 Total 59,970,153 14,864,725 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of current assets | Schedule of current assets December 31, March 31, Wolf Energy $ 60,860 $ 1,297,801 Prepaid expenses - 4,908 $ 60,860 $ 1,302,709 |
Schedule of non-current assets | Schedule of non-current assets December 31, March 31, Wolf Energy $ 259,790 $ 984,071 $ 259,790 $ 984,071 |
Schedule of current liabilities | Schedule of current liabilities December 31, March 31, Wolf Energy $ 1,750,910 $ 2,952,257 Zest accounts payable - 532,279 Zest accrued expenses - 85,136 $ 1,750,910 $ 3,569,672 |
Schedule of non-current liabilities | Schedule of non-current liabilities December 31, March 31, Wolf Energy $ 1,108,955 $ 377,786 |
Schedule of operations to discontinued operations | Schedule of operations to discontinued operations Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Revenue $ - $ - $ - $ 10,955,153 Operating expenses 243,863 1,858,833 7,384,561 32,681,991 Wolf Energy – net loss - (468,210 ) (1,528,545 ) (4,305,129 ) Other loss - - (174,456 ) (560,831 ) Net loss from discontinued operations $ (243,863 ) $ (2,327,043 ) $ (9,087,562 ) $ (26,592,798 ) |
BUSINESS COMBINATIONS_DIVESTI_2
BUSINESS COMBINATIONS/DIVESTITURES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of acquired the assets and liabilities | Schedule of acquired the assets and liabilities Prepaid expenses $ 2,454 Accounts payable and accrued expenses (685,606 ) Total assets and liabilities $ (683,152 ) |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue | Schedule of revenue Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 RiskOn360 revenue $ 240,356 $ - $ 240,356 $ - BitNile.com and service revenue - - 64,350 - Total $ 240,356 $ - $ 304,706 $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, March 31, (unaudited) Auto – BNC 232,406 232,406 Equipment – BNC 84,404 84,604 Computers and software - 90,000 Equipment 45,050 - Equipment – GuyCare 27,000 - Total property and equipment (1) 388,860 407,010 Accumulated depreciation (52,267 ) (83,194 )) Property and equipment, net $ 336,593 $ 323,816 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31, March 31, Trademarks $ 5,097,000 $ 5,097,000 Developed technology 1,142,000 1,142,000 Accumulated amortization - trademarks (283,167 ) (28,317 ) Accumulated amortization - developed technology (63,444 ) (6,344 ) Intangible assets, net $ 5,892,389 $ 6,204,339 |
Schedule of amortization expense | Schedule of amortization expense Remaining fiscal year 2024 $ 103,983 2025 415,933 2026 415,933 2027 415,933 2028 415,933 Thereafter 4,124,674 $ 5,892,389 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses December 31, March 31, Professional fees and consulting costs 662,176 440,215 Compensation paid time off 121,789 73,375 Sponsorship - 500,000 Interest 104,453 61,722 Other 34,080 26,135 Total $ 922,498 $ 1,101,447 |
WARRANT DERIVATIVE LIABILITIES
WARRANT DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Offsetting Assets [Line Items] | |
Schedule of fair value of each warrant is estimated using the black-scholes valuation model | Schedule of fair value of each warrant is estimated using the black-scholes valuation model Nine Year Ended Inception Expected term 1 5 0.25 1.85 5.00 Expected volatility 110 138% 107 110% 91% 107% Expected dividend yield - - - Risk-free interest rate 3.48 4.59% 2.98 3.88% 1.50% 2.77% Market price $ 0.33 4.50 $ 5.40 39.00 |
Schedule of warrant derivative liabilities | Schedule of warrant derivative liabilities Beginning balance as of March 31, 2023 $ 6,264 Issuances of warrants – derivative liabilities 3,334,246 Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (2,904,102 ) Ending balance as of December 31, 2023 $ 436,408 Activity related to the warrant derivative liabilities for the nine months ended December 31, 2022 was as follows: Beginning balance as of March 31, 2022 $ 4,318,630 Issuances of warrants – derivative liabilities - Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (4,274,183 ) Ending balance as of December 31, 2022 $ 44,447 |
Warrant [Member] | |
Offsetting Assets [Line Items] | |
Schedule of derivative liabilities | Schedule of derivative liabilities December 31, March 31, Fair value of 115,942 August 6, 2021 $ - $ 5,974 Fair value of 8,116 August 6, 2021 - 290 Fair value of 2,100,905 April 27, 2023 436,408 - $ 436,408 $ 6,264 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Schedule of long-term debt December 31, March 31, Credit facility -Trend Discovery SPV 1, LLC $ 291,036 $ 291,036 Auto loan 155,160 170,222 Total long-term debt 446,196 461,258 Less: current portion (313,860 ) (311,542 ) Long-term debt, net of current portion $ 132,336 $ 149,716 |
Schedule of maturities | Schedule of maturities Remaining 2024 $ 296,441 2025 23,662 2026 27,303 2027 31,505 2028 36,354 Thereafter 30,931 $ 446,196 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of amortization of discount related to the convertible note | Schedule of amortization of discount related to the convertible note Beginning balance as of March 31, 2023 $ - Issuance of convertible notes 6,875,000 Less: original issue discount – inception (1,375,000 ) Amortization of discounts 4,108,120 Principal converted to common stock and gain on conversion (361,683 ) Less: debt discount – reclassification to derivative liability (*) (4,686,818 ) Ending balance as of December 31, 2023 $ 4,559,619 (*) This amount also includes discount related to the warrants issued with the convertible note (see note 12). |
Schedule of convertible note derivative liabilities | Schedule of convertible note derivative liabilities Beginning balance as of March 31, 2023 $ - Issuances of convertible note – derivative liabilities 1,352,322 Change in fair value of convertible note derivative liabilities (597,714 ) Ending balance as of December 31, 2023 $ 754,608 |
PREFERRED STOCK (Tables)
PREFERRED STOCK (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Class of Stock [Line Items] | |
Schedule of preferred stock liability is estimated using the black scholes valuation model | Schedule of preferred stock liability is estimated using the black scholes valuation model December 31, March 31, Expected term 1.66 2.00 1.66 2.00 Expected volatility 108 138% 108 110% Expected dividend yield - - Risk-free interest rate 3.48 4.88% 3.48 3.88% Market price $ 1.15 22.80 $ 3.60 22.80 |
Series A [Member] | |
Class of Stock [Line Items] | |
Schedule of activity related to the preferred stock derivative liabilities | Schedule of activity related to the preferred stock derivative liabilities Beginning balance as of March 31, 2023 $ 1,025,202 Reclassification – advances former parent of BitNile.com, Inc. 1,940,000 Redemption of Series A (1,305,000 ) Change in fair value of preferred stock derivative liabilities (1,653,241 ) Gain on conversion of derivative liability (1,413 ) Ending balance as of December 31, 2023 $ 5,548 |
Series B and C [Member] | |
Class of Stock [Line Items] | |
Schedule of activity related to the preferred stock derivative liabilities | Schedule of activity related to the preferred stock derivative liabilities Beginning balance as of March 31, 2023 $ 18,830,760 Change in fair value of preferred stock derivative liabilities (18,642,362 ) Ending balance as of December 31, 2023 $ 188,398 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | 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 December 31, 2023 Derivative liabilities $ - $ - $ 1,375,063 $ 23,807,318 Investment – WTRV - - 9,224,785 - March 31, 2023 Derivative liabilities - $ - $ 19,862,226 $ 32,924,126 Bitcoin - - - (9,122 ) Investment – WTRV - - 9,224,785 (20,775,215 ) |
Schedule of reconciliation of the beginning and ending liabilities | Schedule of reconciliation of the beginning and ending liabilities Beginning balance as of March 31, 2023 $ (10,637,441 ) Issuance – convertible notes with warrants (4,686,817 ) Redemption of derivative liabilities and preferred, net 633,338 Net change in fair value included in earnings 23,807,318 Ending balance as of December 31, 2023 $ 7,849,722 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Schedule of segment reporting information December 31, 2023 BNS RiskOn360 Other 1 Total RiskOn360 revenues $ - $ 240,356 $ - $ 240,356 BNS revenue - - - - Cost of revenue - 2,058,024 - 2,058,024 Operating loss before other expenses - (1,817,668 ) - (1,817,668 ) Operating expenses Salaries 690,752 202,786 145,250 1,038,788 Professional fees 359,745 - - 359,745 Selling, general and administration 5,893,520 969,420 34,355 6,897,295 Depreciation and amortization 123,104 1,912 - 125,016 Total 7,067,121 1,174,118 179,605 8,420,844 Loss from continuing operations (7,067,121 ) (2,991,786 ) (179,605 ) (10,238,512 ) Other expense (4,316,742 ) - - (4,316,742 ) Loss from discontinued operations - - (243,863 ) (243,863 ) Net Loss $ (11,383,863 ) $ (2,991,786 ) $ (423,468 ) $ (14,799,117 ) 1 The Other category includes GuyCare expenses and loss from discontinued operations. The table below highlights the Company’s revenues, expenses and net loss for each reportable segment and is reconciled to net loss on a consolidated basis for the nine months ended December 31, 2023: December 31, 2023 BNS RiskOn360 Other 2 Total RiskOn360 revenues $ - $ 240,356 $ - $ 240,356 BNS revenue 64,350 - - 64,350 Cost of revenue 114,722 2,058,024 - 2,172,746 Operating loss before other expenses (50,372 ) (1,817,668 ) - (1,868,040 ) Operating expenses Salaries 2,113,207 202,786 145,250 2,461,243 Professional fees 790,221 - - 790,221 Selling, general and administration 22,171,498 969,420 34,355 23,175,273 Depreciation and amortization 369,311 1,912 - 371,223 Total 25,444,237 1,174,118 179,605 26,797,960 Loss from continuing operations (25,494,609 ) (2,991,786 ) (179,605 ) (28,666,000 ) Other income 12,885,492 - - 12,885,492 Loss from discontinued operations - - (8,818,437 ) (8,818,437 ) Net Loss $ (12,609,117 ) $ (2,991,786 ) $ (8,998,042 ) $ (24,598,945 ) 2 The Other category includes GuyCare expenses and loss from discontinued operations. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 25, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Purchase of percentage | 100% | ||
Gain on disposal amount | $ 683,152 | ||
Zest Labs [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Gain on disposal amount | $ 683,152 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Nov. 08, 2023 | Oct. 16, 2023 | Apr. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 30, 2023 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Net income (loss) to controlling interest of common stockholders | $ (14,799,117) | $ 2,749,322 | $ (23,371,421) | $ (30,389,490) | |||||
Working capital deficits | (19,233,244) | (19,233,244) | $ (25,095,950) | ||||||
Accumulated deficit | (232,241,623) | (232,241,623) | (208,677,438) | ||||||
Cash and cash equivalents | $ 101,487 | $ 101,487 | $ 65,838 | ||||||
Convertible Notes Payable | $ 6,875,000 | ||||||||
Gross proceeds | 5,500,000 | ||||||||
Convertible senior secured convertible notes | $ 359,121 | ||||||||
Common stock shares issued | 693,651 | 10,734,744 | 10,734,744 | 1,383,832 | |||||
Equity line of credit | $ 100,000,000 | ||||||||
Proceeds from issuance of common stock | $ 1,064,896 | ||||||||
Principal amount | $ 660,000 | $ 210,000 | |||||||
Institutional investor received | $ 800,000 | ||||||||
ELOC Purchase Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 1,064,896 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 59,970,153 | 14,864,725 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,358,297 | 264,058 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 12,753,705 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 44,858,151 | 14,607,333 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Dec. 31, 2023 |
Wolf Energy Services Inc [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |
Voting interest percentage | 66% |
Noncontrolling Interest [Member] | Wolf Energy [Member] | |
Non-controlling interest percentage | 34% |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Wolf Energy | $ 60,860 | $ 1,297,801 |
Prepaid expenses | 4,908 | |
Current assets of discontinued operations held for sale | $ 60,860 | $ 1,302,709 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total non-current assets | $ 259,790 | $ 984,071 |
Wolf Energy Services Inc [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total non-current assets | $ 259,790 | $ 984,071 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Total current liabilities | $ 1,750,910 | $ 3,569,672 |
Wolf Energy Services Inc [Member] | ||
Total current liabilities | 1,750,910 | 2,952,257 |
Zest Accounts Payable [Member] | ||
Total current liabilities | 532,279 | |
Zest Accrued Expenses [Member] | ||
Total current liabilities | $ 85,136 |
DISCONTINUED OPERATIONS (Deta_4
DISCONTINUED OPERATIONS (Details 3) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total non-current liabilities | $ 1,108,955 | $ 377,786 |
Wolf Energy Services Inc [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total non-current liabilities | $ 1,108,955 | $ 377,786 |
DISCONTINUED OPERATIONS (Deta_5
DISCONTINUED OPERATIONS (Details 4) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 10,955,153 | |||
Operating expenses | 243,863 | 1,858,833 | 7,384,561 | 32,681,991 |
Wolf Energy – net loss | (468,210) | (1,528,545) | (4,305,129) | |
Other loss | (174,456) | (560,831) | ||
Net loss from discontinued operations | $ (243,863) | $ (2,327,043) | $ (9,087,562) | $ (26,592,798) |
DISCONTINUED OPERATIONS (Deta_6
DISCONTINUED OPERATIONS (Details Narrative) | 1 Months Ended | |
Aug. 25, 2023 | Dec. 31, 2023 | |
Issued and outstanding stock percenatge | 100% | |
Wolf Energy Services Inc [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||
Percentage of voting | 66% |
BUSINESS COMBINATIONS_DIVESTI_3
BUSINESS COMBINATIONS/DIVESTITURES (Details) - Zest Labs [Member] | Dec. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Prepaid expenses | $ 2,454 |
Accounts payable and accrued expenses | (685,606) |
Total assets and liabilities | $ (683,152) |
BUSINESS COMBINATIONS_DIVESTI_4
BUSINESS COMBINATIONS/DIVESTITURES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Aug. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Loss on disposal amount | $ 683,152 | ||
Zest Labs [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of issued and outstanding | 100% | ||
Loss on disposal amount | $ 683,152 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 240,356 | $ 304,706 | ||
Risk On 360 Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 240,356 | 240,356 | ||
Bit Nile.com And Service Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 64,350 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Hospitality And Vip Service [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Sales service amount | $ 0 | $ 0 | $ 62,850 | $ 0 |
SENIOR SECURED PROMISSORY NOT_2
SENIOR SECURED PROMISSORY NOTE RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | |
May 15, 2023 | Dec. 31, 2023 | |
Financing Receivable, Modified [Line Items] | ||
Principal amount | $ 4,250,000 | |
Interest rate percentage | 5% | 5% |
Maturity date | Jun. 16, 2025 | |
Minimum [Member] | ||
Financing Receivable, Modified [Line Items] | ||
Principal amount | $ 4,250,000 | |
Maturity date | May 15, 2025 | |
Maximum [Member] | ||
Financing Receivable, Modified [Line Items] | ||
Principal amount | $ 4,443,870 | |
Maturity date | Jun. 16, 2025 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - Series A Convertible Preferred Stock [Member] | 1 Months Ended |
Jul. 25, 2022 shares | |
Shares Received | 1,200 |
Convertible shares of common stock | 42,253,521 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | $ 388,860 | $ 407,010 |
Accumulated depreciation | (52,267) | (83,194) | |
Property and equipment, net | 336,593 | 323,816 | |
Auto BNC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 232,406 | 232,406 | |
Equipment BNC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 84,404 | 84,604 | |
Computers And Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 90,000 | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 45,050 | ||
Equipment Guy Care [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 27,000 | ||
[1]As of December 31, 2023, $90,000 of the Company’s gross property, plant, and equipment, was fully depreciated, retired and no gain or loss was recognized from the disposal. |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Aug. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Depreciation expenses | $ 21,033 | $ 59,273 | ||
Property and equipment net remaining | 3,895,753 | 3,895,753 | ||
Remaining lease right of use asset | 247,969 | 247,969 | ||
Agora And Bitstream [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Impaired assets amount | $ 5,679,942 | |||
Accumulated depreciation | $ 1,784,189 | |||
Zest Labs [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of issued and outstanding | 100% | |||
Net amount of property and equipment | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 5,892,389 | $ 6,204,339 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 5,097,000 | 5,097,000 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,142,000 | 1,142,000 |
Accumulated Amortization Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | (283,167) | (28,317) |
Accumulated Amortization Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (63,444) | $ (6,344) |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining fiscal year 2024 | $ 103,983 | |
2025 | 415,933 | |
2026 | 415,933 | |
2027 | 415,933 | |
2028 | 415,933 | |
Thereafter | 4,124,674 | |
Intangible assets, net | $ 5,892,389 | $ 6,204,339 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Amortization expense | $ 103,983 | $ 0 | $ 311,950 | $ 0 | |
Zest Labs [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Percentage of issued and outstanding | 100% | ||||
Net amount of property and equipment | $ 0 | $ 0 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Professional fees and consulting costs | $ 662,176 | $ 440,215 |
Compensation paid time off | 121,789 | 73,375 |
Sponsorship | 500,000 | |
Interest | 104,453 | 61,722 |
Other | 34,080 | 26,135 |
Total | $ 922,498 | $ 1,101,447 |
WARRANT DERIVATIVE LIABILITIE_2
WARRANT DERIVATIVE LIABILITIES (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Expected dividend yield | ||
Inception [Member] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Maximum [Member] | ||
Expected term | 1 year | 3 months |
Expected volatility | 110% | 107% |
Risk-free interest rate | 3.48% | 2.98% |
Market price (in Dollars per share) | $ 0.33 | $ 5.40 |
Maximum [Member] | Inception [Member] | ||
Expected volatility | 107% | |
Risk-free interest rate | 2.77% | |
Minimum [Member] | ||
Expected term | 5 years | 1 year 10 months 6 days |
Expected volatility | 138% | 110% |
Risk-free interest rate | 4.59% | 3.88% |
Market price (in Dollars per share) | $ 4.50 | $ 39 |
Minimum [Member] | Inception [Member] | ||
Expected volatility | 91% | |
Risk-free interest rate | 1.50% |
WARRANT DERIVATIVE LIABILITIE_3
WARRANT DERIVATIVE LIABILITIES (Details 1) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair Value Warrants | $ 436,408 | $ 6,264 |
August Six Two Thousand Twenty One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | 115,942 | |
Date of offering | Aug. 06, 2021 | |
Fair Value Warrants | 5,974 | |
August Six Two Thousand One One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | 8,116 | |
Date of offering | Aug. 06, 2021 | |
Fair Value Warrants | 290 | |
April Twenty Seven Two Thousand Twenty Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | 2,100,905 | |
Date of offering | Apr. 27, 2023 | |
Fair Value Warrants | $ 436,408 |
WARRANT DERIVATIVE LIABILITIE_4
WARRANT DERIVATIVE LIABILITIES (Details 2) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant Derivative Liabilities | ||
Beginning balance | $ 6,264 | $ 4,318,630 |
Issuance of Stock and Warrants for Services or Claims | 3,334,246 | |
Warrants exchanged for common stock | ||
Change in fair value of warrant derivative liabilities | (2,904,102) | (4,274,183) |
Ending balance | $ 436,408 | $ 44,447 |
WARRANT DERIVATIVE LIABILITIE_5
WARRANT DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 06, 2021 | Apr. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||||||
Registered direct offering closed | 20,000,000 | |||||
Number of shares sold (in Shares) | 115,942 | |||||
Number of warrants granted (in Shares) | 115,942 | |||||
Price per share (in Dollars per share) | $ 172.50 | |||||
Number of warrants (in Shares) | 8,116 | |||||
Warrant exercisable price per share (in Dollars per share) | $ 215.625 | $ 215.625 | ||||
Fair value of warrants estimated | $ 0 | $ 0 | ||||
Exercise of warrant shares (in Dollars per share) | $ 3.28 | |||||
Convertible notes | 3,334,246 | |||||
Fair value of warrants | (824,475) | $ (6,124,833) | (23,807,318) | $ (9,017,305) | ||
Fair value of derivative liabilities | 2,904,102 | $ 4,274,183 | 2,904,102 | $ 4,274,183 | ||
Convertible Notes Payable [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Senior secured convertible promissory note | $ 6,875,000 | |||||
Fair value of warrants | 436,408 | |||||
Warrant [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Convertible note | $ 2,100,905 | |||||
Investor Warrants [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Fair value of warrants estimated | 11,201,869 | 11,201,869 | ||||
Placement Agent Warrants [Member] | Warrant [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Fair value of warrants estimated | $ 744,530 | $ 744,530 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 446,196 | $ 461,258 |
Less: current portion | (313,860) | (311,542) |
Long-term debt, net of current portion | 132,336 | 149,716 |
Convertible Note One [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 291,036 | 291,036 |
Convertible Note Two [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 155,160 | $ 170,222 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remaining 2024 | $ 296,441 | |
2025 | 23,662 | |
2026 | 27,303 | |
2027 | 31,505 | |
2028 | 36,354 | |
Thereafter | 30,931 | |
Total | $ 446,196 | $ 461,258 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 16, 2022 | Dec. 28, 2018 | |
Short-Term Debt [Line Items] | ||||||
Credit facility amount | $ 10,000,000 | |||||
Accrued interest | $ 26,313 | $ 26,313 | ||||
Interest accrued | 88,035 | 88,035 | ||||
Long term secured note payable | $ 80,324 | |||||
Maturity date | Feb. 13, 2028 | |||||
Interest expense | $ 5,704 | $ 9,461 | $ 17,713 | $ 50,888 | ||
Security Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
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 included $25,855 in commitment fees, with the balance of $570,000 being disbursed directly to the Company. | |||||
Long Term Secured Note Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt percentage | 5.79% |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Beginning balance | |||
Amortization of discounts | 4,172,858 | $ 47,515 | |
Ending balance | 4,559,619 | ||
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Beginning balance | |||
Issuance of convertible notes | 6,875,000 | ||
Less: original issue discount - inception | (1,375,000) | ||
Amortization of discounts | 4,108,120 | ||
Principal converted to common stock and gain on conversion | (361,683) | ||
Less: debt discount - reclassification to derivative liability | [1] | (4,686,818) | |
Ending balance | $ 4,559,619 | ||
[1]This amount also includes discount related to the warrants issued with the convertible note (see note 12). |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
Beginning balance | $ 19,862,226 |
Ending balance | 1,375,063 |
Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Beginning balance | |
Issuances of convertible note - derivative liabilities | 1,352,322 |
Change in fair value of convertible note derivative liabilities | (597,714) |
Ending balance | $ 754,608 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Nov. 14, 2023 | Nov. 08, 2023 | Oct. 16, 2023 | Apr. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Related party advance | $ 3,805,088 | $ 11,315,608 | ||||||
Repayments of related party debt | 383,885 | $ 2,683,627 | ||||||
Shares purchase description | This transaction closed on November 15, 2023. The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to the Company between January 1, 2023 and November 9, 2023. | |||||||
Matured date | Jun. 16, 2025 | |||||||
Amortization original issue discount | 1,588,474 | $ 4,172,858 | ||||||
Amortization of conversion option | 1,178,107 | 3,175,767 | ||||||
Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Original issue discount | $ 6,875,000 | 1,375,000 | 1,375,000 | |||||
Matured date | Apr. 27, 2024 | |||||||
Proceeds from issuance of debt | $ 5,400,000 | |||||||
Amortization original issue discount | 345,628 | $ 932,353 | ||||||
Convertible common stock price per share increase | $ 3.28 | |||||||
Convertible common stock price per share decrease | $ 3.28 | |||||||
Term Note Agreements [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Original issue discount | $ 60,000 | |||||||
Matured date | Jan. 07, 2024 | |||||||
Interest rate | 10% | |||||||
Principal amount | 660,000 | |||||||
Proceeds from issuance of debt | $ 60,000 | |||||||
Amortization original issue discount | 53,000 | $ 53,000 | ||||||
Accrued interest | 9,584 | $ 9,584 | ||||||
Term Note Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Original issue discount | $ 10,000 | |||||||
Matured date | Nov. 16, 2023 | |||||||
Interest rate | 10% | |||||||
Principal amount | 210,000 | |||||||
Proceeds from issuance of debt | $ 200,000 | |||||||
Amortization original issue discount | 10,000 | $ 10,000 | ||||||
Accrued interest | $ 6,835 | $ 6,835 | ||||||
Stated interest rate | 18% | 18% | ||||||
Ault Alliance Inc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Original issue discount | $ 10,000 | $ 10,000 | ||||||
Matured date | Jan. 19, 2024 | |||||||
Interest rate | 18% | |||||||
Series D Convertible Preferred Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Shares designated | 603.44 | |||||||
Shares purchase price | $ 15,085,931 | |||||||
Shares purchase description | This transaction closed on November 15, 2023. The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to the Company between January 1, 2023 and November 9, 2023. | |||||||
Stated value par share | $ 25,000 | |||||||
Conversion Price | $ 0.51 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Redemption of Series A | $ (1,305,000) | |
Bit Nile Metaverse Series A [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 1,025,202 | |
Reclassification - advances former parent of BitNile.com, Inc. | 1,940,000 | |
Redemption of Series A | (1,305,000) | |
Change in fair value of preferred stock derivative liabilities | (1,653,241) | |
Gain on conversion of derivative liability | (1,413) | |
Ending balance | $ 5,548 |
PREFERRED STOCK (Details 1)
PREFERRED STOCK (Details 1) - Bit Nile Metaverse Series B And C [Member] | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Class of Stock [Line Items] | |
Beginning balance | $ 18,830,760 |
Change in fair value of preferred stock derivative liabilities | (18,642,362) |
Ending balance | $ 188,398 |
PREFERRED STOCK (Details 2)
PREFERRED STOCK (Details 2) - Black Scholes Valuation Model [Member] - Preferred Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 1 year 7 months 28 days | 1 year 7 months 28 days |
Expected volatility | 108% | 108% |
Risk-free interest rate | 3.48% | 3.48% |
Market price (in Dollars per share) | $ 1.15 | $ 22.80 |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 2 years | 2 years |
Expected volatility | 138% | 110% |
Risk-free interest rate | 4.88% | 3.88% |
Market price (in Dollars per share) | $ 22.80 | $ 3.60 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Nov. 14, 2023 | Apr. 04, 2023 | Feb. 08, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Apr. 27, 2023 | Mar. 31, 2023 | Mar. 07, 2023 | Dec. 31, 2022 | Nov. 28, 2022 | Jun. 08, 2022 | |
Class of Stock [Line Items] | |||||||||||
Common stock shares issued | 10,734,744 | 10,734,744 | 693,651 | 1,383,832 | |||||||
Derivative liabilities | $ 7,218,319 | ||||||||||
Value of derivative liability | $ 2,904,102 | $ 2,904,102 | $ 4,274,183 | ||||||||
Conversion amount | 1,178,107 | 3,175,767 | |||||||||
Advances | $ 635,000 | ||||||||||
Dividend payable | 1,342,259 | 1,342,259 | |||||||||
Redemption amount | $ 1,940,000 | ||||||||||
Shares purchase description | This transaction closed on November 15, 2023. The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to the Company between January 1, 2023 and November 9, 2023. | ||||||||||
Ault Lending LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Advanced to third-party | 100,000 | 1,305,000 | |||||||||
Advance payments | $ 3,250,000 | ||||||||||
White River Energy Corp [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Advance payments | $ 3,250,000 | ||||||||||
Series A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock shares issued | 1,200 | ||||||||||
Value of derivative liability | 6,961 | 6,961 | |||||||||
Change in fair value | $ 48,454 | $ 1,653,241 | |||||||||
Conversion of the preferred stock (in Shares) | 179.1 | 179.1 | |||||||||
Conversion amount | $ 1,413 | ||||||||||
Dividend payable | $ 56,669 | 56,669 | |||||||||
Preferred stock dividend amount | $ 10,833 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock shares issued | 3,429 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock shares issued | 8,883.4 | 8,883.4 | 8,637.5 | ||||||||
Shares issuance for exchange | 8,637.5 | ||||||||||
Preferred stock shares outstanding | 8,883.4 | 8,883.4 | 8,637.5 | ||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock shares issued | 1,401.3 | 1,401.3 | 1,362.5 | ||||||||
Shares issuance for exchange | 1,362.5 | ||||||||||
Preferred stock shares outstanding | 1,401.3 | 1,401.3 | 1,362.5 | ||||||||
Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Value of derivative liability | $ 42,426,069 | ||||||||||
Dividend payable | $ 1,285,591 | $ 1,285,591 | |||||||||
Dividend expense | 1,589,046 | 4,739,726 | |||||||||
Accrued dividend | 1,342,259 | 1,342,259 | |||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Numbers of shares agreed to sell | 603.44 | ||||||||||
Shares purchase price | $ 15,085,931 | ||||||||||
Shares purchase description | This transaction closed on November 15, 2023. The purchase price was paid by the cancellation of $15,085,931 of cash advances made by AAI to the Company between January 1, 2023 and November 9, 2023. | ||||||||||
Stated value par share | $ 25,000 | ||||||||||
Fair value of preferred stock | $ 15,085,931 | ||||||||||
Paid-in-kind dividends | $ 192,765 | $ 192,765 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 12, 2022 | Oct. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | May 04, 2023 | Apr. 27, 2023 | Mar. 31, 2023 | Oct. 16, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock authorized (in Shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Unsold shares (in Shares) | 163,393 | 163,393 | |||||||||
Converted amount | $ 1,178,107 | $ 3,175,767 | |||||||||
Company issued shares of common stock | 73,361 | 113,383 | |||||||||
Preferred stock dividend | $ 550,232 | $ 850,390 | |||||||||
Preferred stock dividend shares (in Shares) | 916,976 | 916,976 | |||||||||
Amount received in ATM | $ 1,655,335 | ||||||||||
Common stock shares issued (in Shares) | 6,974,156 | 6,974,156 | |||||||||
Proceeds from issuance of common stock | $ 1,064,896 | ||||||||||
Restricted stock shares (in Shares) | 2,833,336 | ||||||||||
Considered performance grants (in Shares) | 2,166,664 | ||||||||||
Stock-based compensation | $ 12,166,680 | ||||||||||
Performance based grants | 0 | ||||||||||
Deployment Total | $ 23,000,000 | ||||||||||
Common stock shares issued (in Shares) | 10,734,744 | 10,734,744 | 693,651 | 1,383,832 | |||||||
Estimated value per share (in Dollars per share) | $ 5 | $ 5 | |||||||||
Share-based compensation | $ 258,655 | $ 470,687 | |||||||||
Service based grants | 8,333,320 | ||||||||||
Share-based compensation of stock options | $ 0 | $ 470,687 | 8,810 | $ 1,711,466 | |||||||
Share-based compensation expense | 535,731 | ||||||||||
MW Power Contract In Texas [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Restricted shares (in Shares) | 500,000 | ||||||||||
Agora Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Restricted common shares issued (in Shares) | 5,000,000 | ||||||||||
Share issuance percentage | 89% | ||||||||||
Common stock shares issued (in Shares) | 400,000 | 400,000 | |||||||||
Share-based compensation | $ 791,491 | 8,963,700 | |||||||||
Agora Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Shares purchased (in Shares) | 41,671,221 | ||||||||||
Stock-based compensation | 2,610,174 | ||||||||||
Performance based grants | $ 10,833,320 | ||||||||||
ELOC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock shares issued (in Shares) | 634,152 | 634,152 | |||||||||
Common stock shares purchase amount | $ 385,133 | $ 385,133 | |||||||||
Senior Secured Convertible Notes [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Converted amount | $ 359,121 | ||||||||||
Converted shares | 693,769 | ||||||||||
Bit Nile Metaverse [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock authorized (in Shares) | 500,000,000 | ||||||||||
Maximum [Member] | Bit Nile Metaverse [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Authorized shares (in Shares) | 100,000,000 | ||||||||||
Minimum [Member] | Bit Nile Metaverse [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock authorized (in Shares) | 3,333,333 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 15, 2022 | Apr. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 18, 2023 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | ||||||||
Right of use assets | $ 264,519 | $ 264,519 | $ 0 | |||||
Operating lease liabilities current | 16,765 | 16,765 | ||||||
Operating lease liabilities noncurrent | 219,492 | 219,492 | ||||||
Operating lease expenses | 7,738 | $ 0 | 7,738 | $ 0 | ||||
Purchased equipment | $ 414,027 | $ 256,733 | ||||||
Stockholders Equity | (8,001,592) | (8,001,592) | (9,613,477) | |||||
Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Purchase aggregating obligations | 2,000,000 | 2,000,000 | ||||||
Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Purchase aggregating obligations | $ 1,000,000 | $ 1,000,000 | ||||||
Nasdaq Compliance [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stockholders Equity | $ 2,500,000 | $ 13,900,000 | ||||||
Guy Care Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lease commenced date | Dec. 01, 2023 | |||||||
Discount rate | 10% | 10% | ||||||
Right of use assets | $ 270,007 | $ 270,007 | ||||||
Operating lease liabilities | $ 270,007 | $ 270,007 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities | $ 23,807,318 | $ 32,924,126 |
Gain loss on investments | (20,775,215) | |
Gain loss on Bitcoin | (9,122) | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities | ||
Investments | ||
Bitcoin | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities | ||
Investments | ||
Bitcoin | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant derivative liabilities | 1,375,063 | 19,862,226 |
Investments | $ 9,224,785 | 9,224,785 |
Bitcoin |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ (10,637,441) |
Issuance - convertible notes with warrants | (4,686,817) |
Redemption of derivative liabilities and preferred, net | 633,338 |
Net change in unrealized (depreciation) appreciation included in earnings | 23,807,318 |
Ending balance | $ 7,849,722 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Related party hospitality service sales amount | $ 0 | $ 0 | $ 58,950 | $ 0 |
Allocated of ault alliance inc. | 388,695 | 0 | 1,784,537 | 0 |
Ault Alliance Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Additional amount | 5,743,428 | 13,253,948 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | $ 62,200 | $ 0 | $ 62,200 | $ 0 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Segment Reporting Information [Line Items] | ||||||
RiskOn360 revenue | $ 240,356 | $ 240,356 | ||||
BNS revenue | 64,350 | |||||
Cost of revenue | 2,058,024 | 2,172,746 | ||||
Operating loss before other expenses | (1,817,668) | (1,868,040) | ||||
Salaries | 1,038,788 | 241,403 | 2,461,243 | 917,215 | ||
Professional fees | 359,745 | 123,288 | 790,221 | 248,015 | ||
Selling, general and administration | 6,897,295 | 1,089,816 | 23,175,273 | 2,386,655 | ||
Depreciation and amortization | 125,016 | 371,223 | ||||
Total | 8,420,844 | 1,454,507 | 26,797,960 | 3,551,885 | ||
Loss from continuing operations | (10,238,512) | (28,666,000) | ||||
Other income (expense) | (4,316,742) | 12,885,492 | ||||
Loss from discontinued operations | (243,863) | (8,818,437) | ||||
Net Loss | (14,799,117) | $ 2,426,971 | (24,598,945) | $ (33,032,049) | ||
BNS [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
RiskOn360 revenue | ||||||
BNS revenue | 64,350 | |||||
Cost of revenue | 114,722 | |||||
Operating loss before other expenses | (50,372) | |||||
Salaries | 690,752 | 2,113,207 | ||||
Professional fees | 359,745 | 790,221 | ||||
Selling, general and administration | 5,893,520 | 22,171,498 | ||||
Depreciation and amortization | 123,104 | 369,311 | ||||
Total | 7,067,121 | 25,444,237 | ||||
Loss from continuing operations | (7,067,121) | (25,494,609) | ||||
Other income (expense) | (4,316,742) | 12,885,492 | ||||
Loss from discontinued operations | ||||||
Net Loss | (11,383,863) | (12,609,117) | ||||
Risk On 360 [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
RiskOn360 revenue | 240,356 | 240,356 | ||||
BNS revenue | ||||||
Cost of revenue | 2,058,024 | 2,058,024 | ||||
Operating loss before other expenses | (1,817,668) | (1,817,668) | ||||
Salaries | 202,786 | 202,786 | ||||
Professional fees | ||||||
Selling, general and administration | 969,420 | 969,420 | ||||
Depreciation and amortization | 1,912 | 1,912 | ||||
Total | 1,174,118 | 1,174,118 | ||||
Loss from continuing operations | (2,991,786) | (2,991,786) | ||||
Other income (expense) | ||||||
Loss from discontinued operations | ||||||
Net Loss | (2,991,786) | (2,991,786) | ||||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
RiskOn360 revenue | [1] | [2] | ||||
BNS revenue | [1] | [2] | ||||
Cost of revenue | [1] | [2] | ||||
Operating loss before other expenses | [1] | [2] | ||||
Salaries | 145,250 | [1] | 145,250 | [2] | ||
Professional fees | [1] | [2] | ||||
Selling, general and administration | 34,355 | [1] | 34,355 | [2] | ||
Depreciation and amortization | [1] | [2] | ||||
Total | 179,605 | [1] | 179,605 | [2] | ||
Loss from continuing operations | (179,605) | [1] | (179,605) | [2] | ||
Other income (expense) | [1] | [2] | ||||
Loss from discontinued operations | (243,863) | [1] | (8,818,437) | [2] | ||
Net Loss | $ (423,468) | [1] | $ (8,998,042) | [2] | ||
[1]The Other category includes GuyCare expenses and loss from discontinued operations.[2]The Other category includes GuyCare expenses and loss from discontinued operations. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||
Jan. 09, 2024 | Aug. 06, 2021 | Jan. 23, 2024 | |
Subsequent Event [Line Items] | |||
Common stock issued | 115,942 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares Description | The alleged violation of the Voting Rights Rule relates to the issuance of 603.44 shares of newly designated Series D Convertible Preferred Stock in exchange for the cancellation of $15,085,930 of cash advances made by Ault Alliance, Inc. (“AAI”) to the Company between January 1 and November 9, 2023, pursuant to the Securities Purchase Agreement (the “Agreement”) by and between the Company and AAI. See note 15, “Preferred Stocks” for the terms of the Preferred Stock. | ||
Subsequent Event [Member] | ELOC Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issued | 40,000,000 | ||
Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Initial offering price | $ 25,000,000 |