Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Jul. 12, 2024 | Sep. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2024 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,512,503 | ||
Entity Common Stock, Shares Outstanding | 32,666,241 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | RBSM LLP | ||
Auditor Firm ID | 587 | ||
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 26,410 | $ 65,838 |
Accounts receivable | 7,738 | |
Investment - White River Energy Corp. (“WTRV”) | 7,219,765 | 9,224,785 |
Prepaid expenses and other current assets | 551,858 | 1,200,157 |
Assets in bankruptcy | 21,911 | |
Current assets of discontinued operations held-for-sale | 1,302,709 | |
TOTAL CURRENT ASSETS | 7,805,771 | 11,815,400 |
Property and equipment, net | 263,682 | 323,816 |
Intangible assets, net | 1,971,406 | 6,204,339 |
Right-of-use assets, operating leases | 247,261 | |
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 | 984,071 | |
TOTAL ASSETS | 10,669,093 | 23,775,517 |
CURRENT LIABILITIES | ||
Accounts payable | 5,652,719 | 3,503,179 |
Accrued liabilities | 7,304,229 | 1,101,447 |
Dividends payable | 1,318,345 | |
Warrant derivative liabilities | 15,896 | 6,264 |
Preferred stock derivative liabilities | 19,855,962 | |
Current portion of long-term debt | 3,119,254 | 311,542 |
Advances – Ault Alliance, Inc. (“AAI”), former parent of Bitnile.com, Inc. (“BNC”) | 8,213,107 | 5,782,643 |
Liabilities in bankruptcy | 3,259,928 | 3,061,430 |
Current portion of convertible note payable | 3,874,762 | |
Current portion of lease liability - operating leases | 42,461 | |
Current liabilities of discontinued operations held-for-sale | 2,884,070 | 3,947,458 |
TOTAL CURRENT LIABILITIES | 35,684,771 | 37,569,925 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 199,752 | |
Long-term debt, net of current portion | 126,055 | 149,716 |
Non-current liabilities of discontinued operations held-for-sale | ||
TOTAL LIABILITIES | 36,010,578 | 37,719,641 |
SHAREHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 32,634,808 and 1,383,832 shares issued and outstanding as of March 31, 2024 and 2023, respectively | 32,635 | 1,384 |
Additional paid-in capital | 227,562,986 | 199,062,577 |
Accumulated deficit | (247,258,233) | (208,677,438) |
Total shareholders’ deficit before non-controlling interest | (19,662,612) | (9,613,477) |
Non-controlling interest | (5,678,873) | (4,330,647) |
TOTAL SHAREHOLDERS’ DEFICIT | (25,341,485) | (13,944,124) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 10,669,093 | 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 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | 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 | 32,634,808 | 1,383,832 |
Common stock, shares outstanding | 32,634,808 | 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 | 8,994.5 | 8,637.5 |
Preferred stock, shares outstanding | 8,994.5 | 8,637.5 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,418.8 | 1,362.5 |
Preferred stock, shares outstanding | 1,418.8 | 1,362.5 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 611.2 | 0 |
Preferred stock, shares outstanding | 611.2 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
RiskOn360, Inc. (“RiskOn360”) revenue | $ 239,839 | |
BNC and service revenue | 64,350 | |
GuyCare, Inc. (“GuyCare”) revenue | 28,236 | |
Cost of revenues | 2,174,054 | |
Gross loss | (1,841,629) | |
Operating expenses | ||
Salaries, wages and benefits | 3,764,139 | 1,263,537 |
Professional and consulting fees | 1,161,218 | 1,033,663 |
Selling, general and administration | 26,143,265 | 4,049,317 |
Depreciation, amortization and impairment | 4,403,472 | 41,035 |
Total operating expenses | 35,472,094 | 6,387,552 |
Operating loss | (37,313,723) | (6,387,552) |
Other income (expense) | ||
Change in fair value of derivative liabilities | 24,623,202 | 32,924,126 |
Change in fair value of investment in WTRV | (20,775,215) | |
Derivative income | 14,365,276 | |
Loss on conversion of derivative liability to common stock in conversion of preferred stock | (3,923) | |
Gain on conversion of notes and derivative liability | 1,436,333 | |
Loss on redemption of Series A preferred stock | (1,938,586) | |
Gain on conversion of WTRV shares | 1,420,561 | |
Loss on acquisition of BNC | (54,484,279) | |
Loss on disposal of fixed assets | (2,394) | |
Amortization of discounts | (5,979,889) | |
Settlement of claim | (7,637,603) | |
Interest income (expense), net of interest income | 62,792 | (90,896) |
Total other income (expense) | 11,984,416 | (28,064,911) |
Loss from continuing operations before discontinued operations | (25,329,307) | (34,452,463) |
Discontinued operations | ||
Loss from discontinued operations | (9,846,445) | (41,085,745) |
Gain (loss) on disposal of discontinued operations | 683,152 | (11,823,395) |
Total loss from discontinued operations | (9,163,293) | (52,909,140) |
Net loss | (34,492,600) | (87,361,603) |
Less: Net loss attributable to non-controlling interest | 1,348,226 | 5,734,800 |
Net loss to controlling interest | (33,144,374) | (81,626,803) |
Less: Preferred stock dividends | 5,436,421 | 484,213 |
Net loss to controlling interest of common shareholders | $ (38,580,795) | $ (82,111,016) |
Net income (loss) continuing operations - basic | $ (2.83) | $ (30.22) |
Net income (loss) continuing operations - diluted | (2.83) | (30.22) |
Net loss from discontinued operations - basic | (0.88) | (53.99) |
Net loss from discontinued operations -diluted | (0.88) | (53.99) |
Net (loss) income per share - basic | (3.71) | (84.21) |
Net (loss) income per share - diluted | $ (3.71) | $ (84.21) |
Weighted Average Number of Shares Outstanding, Basic | 10,398,717 | 975,063 |
Weighted Average Number of Shares Outstanding, Diluted | 10,398,717 | 975,063 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - 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 for cash under at-the-market (“ATM”), net of fees | $ 344 | 1,715,095 | 1,715,439 | |||
Shares issued for cash under at-the-market (ATM), net of fees, shares | 344,050 | |||||
Shares issued in conversion of preferred stock to common stock | $ 81 | 3,182,312 | 3,182,393 | |||
Shares issued in conversion of preferred stock to common stock, shares | 80,555 | |||||
Shares issued in settlement | $ 14 | (625,589) | 1,670,575 | 1,045,000 | ||
Shares issued in settlement, shares | 14,430 | |||||
Shares issued for preferred stock dividends | $ 58 | 505,299 | 505,357 | |||
Shares issued for preferred stock dividends, shares | 58,073 | |||||
Shares issued by Agora Digital Holdings, Inc. (“Agora”) for services rendered, net of amounts prepaid | 9,631,406 | 9,631,406 | ||||
Shares issued for vested restricted stock units | $ 5 | (5) | ||||
Shares issued for vested restricted stock units, shares | 4,492 | |||||
Share-based compensation | 1,189,100 | 1,189,100 | ||||
Disposal of subsidiaries in reverse merger transactions | 32,301,782 | 2,003,211 | 34,304,993 | |||
Net loss | (81,626,803) | (5,734,800) | (87,361,603) | |||
Preferred stock dividends | (484,213) | (484,213) | ||||
Ending balance, value at Mar. 31, 2023 | $ 1,384 | 199,062,577 | (208,677,438) | (4,330,647) | (13,944,124) | |
Ending balance, shares at Mar. 31, 2023 | 1,383,832 | |||||
Shares issued for cash under ATM, net of fees | $ 935 | 1,779,505 | 1,780,440 | |||
Shares issued for cash under ATM, net of fees, shares | 935,452 | |||||
Shares issued for preferred stock dividends, shares | 120,943 | |||||
Shares issued by Agora for services rendered | 2,351,516 | 2,351,516 | ||||
Share-based compensation | 258,655 | 258,655 | ||||
Shares issued under the equity line of credit (“ELOC”) agreement | $ 20,539 | 2,986,458 | 3,006,997 | |||
Shares issued under equity line of credit (ELOC) agreement, shares | 20,538,845 | |||||
Shares issued for commitment to ELOC offering | $ 4,462 | (4,462) | ||||
Shares issued for commitment to ELOC offering, shares | 4,461,155 | |||||
Shares issued on conversion of senior convertible note | $ 5,195 | 1,188,565 | 1,193,760 | |||
Shares issued on conversion of senior convertible note, shares | 5,194,581 | |||||
Series D preferred shares issued for conversion of liabilities | 15,085,931 | 15,085,931 | ||||
Series B and C reclassification of liabilities to equity | 543,532 | 543,532 | ||||
WTRV shares distribution | ||||||
Series B and C preferred shares issued for paid-in-kind dividends | 2,847,224 | 2,847,224 | ||||
Net loss | (33,144,374) | (1,348,226) | (34,492,600) | |||
Shares issued for preferred stock dividends | 120 | 1,463,485 | (5,436,421) | (3,972,816) | ||
Ending balance, value at Mar. 31, 2024 | $ 32,635 | $ 227,562,986 | $ (247,258,233) | $ (5,678,873) | $ (25,341,485) | |
Ending balance, shares at Mar. 31, 2024 | 32,634,808 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (34,492,600) | $ (87,361,603) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Change in non-controlling interest | (1,348,226) | (5,734,800) |
Amortization of discounts | 5,979,889 | 47,515 |
Depreciation, amortization and impairment | 4,403,472 | 117,151 |
Increase in allocated corporate overhead | 1,943,564 | |
Loss on acquisition of BNC | 54,484,279 | |
Legal costs of ATM facility | 110,000 | |
Debt modification expense | 879,368 | |
Share-based compensation | 258,655 | 1,189,100 |
Gain on disposal of Zest Labs, Inc. (“Zest Labs”) | (683,152) | |
Change in fair value of investment in WTRV | 20,775,215 | |
Change in fair value of warrant derivative liabilities | (24,623,202) | (4,312,366) |
Change in fair value of preferred stock derivative liabilities | (28,611,759) | |
Derivative income | (14,365,276) | |
Loss on conversion of derivative liabilities to common stock | 3,923 | |
Gain on conversion of note payable and derivative liability | (1,436,333) | |
Loss on disposal of WTRV and Pinnacle Frac Transport LLC (“Pinnacle Frac”) | 12,534,900 | |
WTRV share settlement expense, net of gain on conversion of WTRV shares | 2,005,020 | |
Gain on disposal of Trend Discovery Holdings, LLC (“Trend Discovery”) | (711,505) | |
Commitment fees on ELOC and long-term debt | 125,105 | 17,681 |
Development expenses reduced from refund of power development fee | 155,292 | |
Impairment of development fee and bad debt on note receivable | 1,000,000 | |
Changes in assets and liabilities | ||
Accounts receivable | (7,738) | |
Prepaid expenses and other current assets | 504,481 | 283,687 |
Dividend payable | 1,540,978 | |
Amortization of right-of-use asset, operating leases | (22,746) | 121,834 |
Accrued interest receivable | (168,229) | |
Operating lease and rent expense | 65,469 | (463,427) |
Accounts payable | 1,857,102 | (1,533,052) |
Accrued liabilities | 6,202,781 | 1,611,707 |
Total adjustments | (3,124,881) | 37,321,238 |
Net cash used in operating activities of continuing operations | (37,617,481) | (50,040,365) |
Net cash provided by discontinued operations | 9,169,669 | 35,819,295 |
Net cash used in operating activities | (28,447,812) | (14,221,070) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment simple agreement for future equity – MeetKai, Inc. (“MeetKai”) | (250,000) | |
Purchase of fixed assets | (110,403) | (40,074) |
Net cash used in investing activities of continuing operations | (360,403) | (40,074) |
Net cash provided by investing activities of discontinued operations | 162,740 | |
Net cash (used in) provided by investing activities | (360,403) | 122,666 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from AAI advances | 17,511,416 | 1,378,294 |
Redemption of preferred stock | (1,305,000) | |
Proceeds from short-term debt | 2,550,000 | |
Proceeds from notes payable - related parties | 80,000 | 986,000 |
Repayments of notes payable - related parties | (90,355) | (986,000) |
Proceeds from long-term debt | ||
Repayment of long-term debt | (29,606) | |
Proceeds from convertible note | 5,390,000 | |
Repayment of obligation to third party to be reflected as future redemptions of Series A Preferred stock | (635,000) | |
Proceeds from the issuance of common stock under ATM | 1,655,335 | 1,715,440 |
Proceeds from issuance of common stock under the ELOC | 3,006,997 | |
Proceeds from the sale of preferred stock | 12,000,000 | |
Net cash provided by financing activities of continuing operations | 28,768,787 | 14,458,734 |
Net cash used in financing activities of discontinued operations | (379,565) | |
Net cash provided by financing activities | 28,768,787 | 14,079,169 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (39,428) | (19,235) |
CASH - BEGINNING OF YEAR | 65,838 | 85,073 |
CASH - END OF YEAR | 26,410 | 65,838 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 28,550 | 23,055 |
SUMMARY OF NON-CASH ACTIVITIES: | ||
Recognition of new operating lease right-of-use assets and lease liabilities | 270,007 | |
Advances – AAI converted to Series D preferred | 15,085,931 | |
Reclassification of convertible notes and warrants to derivative liability | $ 4,689,380 | |
Issuance costs on mezzanine equity | 193,416 | |
Non-controlling interest recorded in consolidation of Wolf Energy Services, Inc. (“Wolf Energy”) | 2,003,211 | |
Preferred shares/derivative liability converted into common stock | 3,182,393 | |
Mezzanine equity reclassified to liability upon amendment | $ 9,551,074 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES On November 1, 2023, BitNile Metaverse Inc. changed its name to RiskOn International, Inc (“ROII” or the “Company”). The Company also changed its ticker symbol from BNMV to ROI in 2023 and subsequently to ROII in 2024. The change in both name and ticker is underscores the Company’s commitment to developing a vertically integrated community while creating seamless and enriched user experiences. 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, an entity 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 March 31, 2024, the Company’s former wholly owned subsidiaries have been treated for accounting purposes as divested. This Annual Report on Form 10-K (the “Report”) includes those subsidiaries as of March 31, 2024. The comparative financial statements for the years ended March 31, 2024 and 2023 reflect the operations of those subsidiaries that were sold during the year ended March 31, 2023 as discontinued operations in the consolidated statements of operations and as assets and liabilities of discontinued operations on the consolidated balance sheets. 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 shares of Series B preferred stock (“Series B”) and 1,362.5 shares of Series C preferred stock (“Series C”), both of which are convertible into shares of the Company’s common stock (“Common Stock”) subject to the terms of their respective Certificate of Designation of Rights, Preference and Limitations (collectively, “Certificates”). Additionally, pursuant to the terms and conditions of the Certificates, Series B and Series C holders are entitled to receive dividends in the form of additional shares or cash following the dividend payment set forth in the Certificates. As of March 31, 2024, there were 8,994.5 shares of Series B and 1,418.8 shares of Series C issued and outstanding. As of March 31, 2023, the Company had 8,637.5 and 1,362.5 shares of Series B and Series C, respectively, issued and outstanding. 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 shares of newly designated Series D Convertible Preferred Stock (“Series D”) for a total purchase price of $ 15,085,931 15,085,931 25,000 0.51 29,580,392 As the 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10, Distinguishing Liabilities from Equity Derivatives and Hedging Activities 15,085,931 On May 4, 2023, the Company amended, through a resolution passed by its Board only, 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 authorized shares down to 3,333,333 authorized shares. 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 The Company sold both WTRV and Banner Midstream Corp. (“Banner Midstream”) in July and September 2022, respectively. These entities are no longer subsidiaries of the Company. The Company has investments in WTRV and Wolf Energy 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 a discontinued operation as of March 31, 2024 and 2023. The cases are still pending before the court. See Note 22, “Subsequent Events” for additional information on recent developments related to the cases. Overview of Subsidiaries and Their Operations The following are wholly owned subsidiaries of the Company as of March 31, 2024: BNC, RiskOn360, RiskOn Learning, Inc. and GuyCare. BNC’s metaverse (the “Metaverse”) represents a significant development in the online metaverse landscape. By integrating various elements such as virtual markets, real world goods, marketplaces, VIP experiences, gaming, social activities, sweepstakes, gambling, and more, the Company aims to revolutionize the way people interact online. RiskOn360 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 provide them with intimate networking opportunities. In November 2023, the Company formed GuyCare to 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. 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. Principles of Consolidation The Company applies the guidance of ASC Topic 810, Consolidation Discontinued Operations The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations Reclassifications The Company has reclassified certain amounts in the March 31, 2023 consolidated financial statements to be consistent with the March 31, 2024 presentation, including the reclassification of Trend Discovery Capital Management (“TCM”), White River, Pinnacle Frac, Agora and Zest assets and liabilities from continuing operations to held for sale and reclassifications of operations of TCM, White River, Pinnacle Frac, and Capstone Equipment Leasing LLC (“Capstone”) to discontinued operations. Noncontrolling Interests In accordance with ASC 810-10-45, the Company classifies noncontrolling interests as a component of equity within the consolidated balance sheet. In addition, the Company reflected 34% of Wolf Energy as a noncontrolling interest as the Company currently represents approximately 66% of the voting interests in Wolf Energy. During the year ended March 31, 2024, Wolf Energy permanently ceased operations. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation BNC Revenue Gaming revenue is recognized from the BitNile.com website primarily through the sale of tokens that provide the end user with interactive entertainment (game play) and durable goods principally for the PC and mobile platforms. The Company primarily offers the following: 1. Platform access – Provide access to main game content. 2. Sale of NileTokens (“NT”) – NT can be used for digital game play and content. 3. Rewarded – NileSweeps (“NS”) – Users can use NS to enter sweepstakes type games with a potential to win both digital goods and real world cash redemptions. While the revenue received from the sale of NT is currently nominal, the Company believes that its operation of the BitNile.com website could be a scalable source of revenue in the future. Additionally, the Company expects the website will be a mechanism to help increase its brand reputation and recognition by participants, which the Company believes will result in the acquisition and monetization of new users to the site. During the year ended March 31, 2024, the Company recognized $ 1,500 Hospitality and 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 facts and has 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. As the principal, the Company recognizes revenue in the gross amount and as such, recognizes any fees paid to subcontractors as cost of revenues. Any future changes in these arrangements or to the Company’s games and related method of distribution may result in a different conclusion. 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. GuyCare Revenue GuyCare’s revenue is derived from the sale of health care products and services (i.e., clinic visits, diagnoses, medicines and treatments, etc.) to its customers which are primarily men. Revenue is recognized when GuyCare satisfies performance obligations by performing distinct treatments and health care services to each patient and customer. For certain obligations that are performed over a series of visits, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of each obligation promised to the patient. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Fair Value Measurements ASC 820, Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. The carrying values of the Company’s financial instruments such as cash, investments, prepaid expenses, accounts payable, accrued expenses and derivative liabilities on preferred stock and warrants approximate their respective fair values because of the short-term nature of those financial instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Impairment of Assets Management reviews assets for impairment, including intangible assets and investments whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Segment Information The Company determines its operating segments based on how the chief operating decision maker (“CODM”) views and analyzes each segment’s operations, performance and allocates resources. Milton “Todd” Ault, Executive Chairman as of May 2024 (and between January 2024 and May 2024, the Chief Executive Officer), 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 BNC. Most of the limited continuing operations were related to Agora and the BNC Metaverse while Zest Labs operations were immaterial. In the fourth quarter of the year ended March 31, 2024, with the launch of operations of GuyCare and the reclassification of Agora to discontinued operations, the Company changed its presentation of operating results. Herein, the Company reports the following three reporting segments: (1) BNC Metaverse & Hospitality (“BNS”), (2) RiskOn360 and (3) GuyCare. Separate financial information for the three segments is evaluated by the CODM to allocate resources and assess performance. Net Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of shares of Common Stock outstanding. Diluted losses per share (“EPS”) include additional dilution from Common Stock equivalents, such as convertible notes, preferred stock and shares of Common Stock issuable pursuant to the exercise of stock options and warrants. Common Stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. Derivative Financial Instruments The Company does not currently use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, where applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income (loss) per share calculation in certain areas. Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC 815. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20, Debt with Conversion and Other Options Debt Discounts The Company accounts for debt discount according to ASC 470-20. Debt discounts are amortized through periodic charges to interest expense over the term of the related financial instrument using the effective interest method. Leases The Company accounts for its leases under ASC 842, Leases Recently Issued Accounting Standards On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Impact of Business The wars in Ukraine and Middle East, growing inflation and climate change factors did not materially impact the Company’s business during the years ended March 31, 2024 and 2023. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | NOTE 2: LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS As of March 31, 2024, the Company had cash and cash equivalents of $ 26,410 28 25 34 The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances, including its financial position, cash flow and cash usage forecasts, as well as obligations and debts. Although management has a long history of successful capital raises, the analysis used to determine the Company’s ability as a going concern does not include cash sources beyond the Company’s direct control that management expects to be available within the next 12 months. Management expects that the Company’s existing cash and cash equivalents, accounts receivable and marketable securities as of March 31, 2024, will not be sufficient to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued. Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities and selling its marketable securities, or a combination thereof. Although management believes that such capital sources will be available in the future, there can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations, or if available, on terms acceptable to the Company. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to scale back its operations or cease operations altogether. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3: DISCONTINUED OPERATIONS On August 25, 2023, the Company sold 100% On November 1, 2023, Agora and Bitstream filed for bankruptcy. The assets and liabilities of Agora and Bitstream as of March 31, 2024 are reflected on the consolidated balance sheet separately as assets and liabilities in bankruptcy. On June 17 On July 25, 2022, the Company sold its oil and gas production business (WTRV) which was part of the commodities segment. The Company has reflected the reclassification of assets and liabilities of this entity as discontinued operations as of March 31, 2024 and 2023. On September 7, 2022, the Company sold its transportation business (Pinnacle Frac and Capstone) which were part of the commodities segment. The Company has reflected the reclassification of assets and liabilities of these entities as discontinued operations as of and for the period April 1, 2022 through August 31, 2022. The Company used August 31, 2022 as a cut-off as a majority of its revenue and expenses are billed on a monthly basis and it is more convenient to do so. The shares the Company were issued by Wolf Energy Energy Energy Energy Energy Energy Energy Current assets as of March 31, 2024 and 2023 – Discontinued Operations: Schedule of current assets March 31, March 31, Wolf Energy $ - $ 1,297,801 Prepaid expenses - 4,908 $ - $ 1,302,709 Non-current assets as of March 31, 2024 and 2023 – Discontinued Operations: Schedule of non-current assets March 31, March 31, Wolf Energy $ - $ 984,071 $ - $ 984,071 Current liabilities as of March 31, 2024 and 2023 – Discontinued Operations: Schedule of current liabilities March 31, March 31, Wolf Energy $ 2,884,070 $ 3,330,043 Zest accounts payable - 532,279 Zest accrued expenses - 85,136 $ 2,884,070 $ 3,947,458 The Company reclassified the following operations to discontinued operations for the years ended March 31, 2024 and 2023. Schedule of operations to discontinued operations 2024 2023 Revenue $ - $ 10,955,153 Operating expenses 7,798,588 39,928,442 Wolf Energy net loss (1,853,696 ) (11,287,671 ) Other loss (194,161 ) (824,785 ) Net loss from discontinued operations $ (9,846,445 ) $ (41,085,745 ) |
ASSET PURCHASE, BUSINESS COMBIN
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES | 12 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES | NOTE 4: ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES BNC As discussed in Notes 1 and 14, on March 7, 2023, the Company acquired BNC from AAI, a significant shareholder. The Company accounted for this acquisition as an asset purchase as BNC did not meet the definition of a business per ASC 805 and ASU 2017-01. The Company acquired the assets and liabilities of BNC noted below at fair value. Schedule of acquired the assets and liabilities Prepaid expenses $ 620,616 Property and equipment 330,190 Intangible assets 6,239,000 Accounts payable and accrued expenses (3,186,513 ) Due to AAI, BNC’s former parent (4,404,350 ) Notes payable (170,222 ) $ (571,279 ) The consideration paid for the acquisition of BNC was as follows (see Note 14): Schedule of consideration paid for the acquisition Series B and Series C preferred stock $ 53,913,000 Total consideration $ 53,913,000 The Company recognized a loss on the acquisition of $ 54,484,279 Zest Labs 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), entered into a stock purchase agreement, whereby the Purchaser purchased 100% 683,152 The Company sold the assets and liabilities of Zest Labs noted below at fair value. Schedule of company sold the assets and liabilities Prepaid expenses $ 2,454 Accounts payable and accrued expenses (685,606 ) Total assets and liabilities $ (683,152 ) |
REVENUE
REVENUE | 12 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 5: 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 for years ended March 31, 2024 and 2023 were as follows: Schedule of revenue 2024 2023 RiskOn360 $ 239,839 $ - BNS 64,350 - GuyCare 28,236 - Total $ 332,425 $ - The Company had related party hospitality service sales of $ 62,850 0 |
SENIOR SECURED PROMISSORY NOTE
SENIOR SECURED PROMISSORY NOTE RECEIVABLE | 12 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
SENIOR SECURED PROMISSORY NOTE RECEIVABLE | NOTE 6: SENIOR SECURED PROMISSORY NOTE RECEIVABLE Agora was issued a Senior Secured Promissory Note by Trend Ventures, LP (“Trend Ventures Note”) on June 16, 2022. The Trend Ventures Note was the consideration paid to Agora 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% During the year ended March 31, 2024, Agora filed a petition for chapter 7 bankruptcy in the United States Bankruptcy Court for the Western District of Texas. Accordingly, the Company has established a full reserve for the principal and accrued interest receivable. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 7: 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 As of March 31, 2024, the Company’s representative has transferred approximately 22% of the common shares converted from the WTRV Series A Convertible Preferred Stock to identified shareholders of record. Upon conversion of WTRV’s Series A Convertible Preferred Stock, the Company recorded a non-cash $ 1.4 3.4 4.2 As of March 31, 2024, the Company has determined that WTRV is a variable interest entity, but this transaction has not resulted in the Company controlling WTRV, since 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 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 represented approximately 66% of the voting common stock of Wolf Energy common stock outstanding at March 31, 2024 and 2023. It was the intent of the Company to distribute these shares in Wolf Energy Energy Energy Energy |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of March 31, 2024 and 2023: Schedule of property and equipment March 31, 2024 March 31, 2023 Auto – BNC $ 232,406 $ 232,406 Equipment – BNC - 84,604 Computers and software 55,935 90,000 Equipment 31,136 - Leasehold improvements 14,420 - Total property and equipment 333,897 407,010 Accumulated depreciation (70,215 ) (83,194 ) Property and equipment, net $ 263,682 $ 323,816 Depreciation expenses for the years ended March 31, 2024 and 2023 were $ 77,985 82,490 Effective March 31, 2024, the Company impaired $ 92,554 763 91,791 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 have been considered as held-for-sale which includes only one parcel of land in West Texas as of March 31, 2024. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 9: INTANGIBLE ASSETS Intangible assets consisted of the following as of March 31, 2024 and 2023: Schedule of intangible assets March 31, 2024 March 31, Trademarks $ 982,868 $ 5,097,000 Developed technology 1,142,000 1,142,000 Accumulated amortization - trademarks (153,462 ) (34,661 ) Intangible assets, net $ 1,971,406 $ 6,204,339 On March 7, 2023, the Company acquired trademarks and developed technology in the acquisition of BNC. These intangible assets were valued by an independent valuation consultant utilizing various methods including the discounted cash flow and option-pricing methods, and the estimated remaining useful life of these assets was estimated to be fifteen years. Amortization expense for the years ended March 31, 2024 and 2023 was $ 415,933 34,661 Amortization expense for the next five years and in the aggregate is as follows: Schedule of amortization expense 2025 $ 141,658 2026 141,658 2027 141,658 2028 141,658 2029 141,658 Thereafter 1,263,116 $ 1,971,406 During the year ended March 31, 2024, the Company recognized $ 3,817,000 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 10: ACCRUED EXPENSES Accrued expenses consisted of the following as of March 31, 2024 and 2023: Schedule of accrued expenses March 31, March 31, Salaries, wages and benefits $ 166,438 $ 73,375 Professional and consulting fees 747,794 440,215 Selling, general and administrative 1,854,198 500,000 Current portion of auto loan 23,662 - Interest 260,216 61,722 Deferred revenue 30,343 - Settlement claim WTRV share distribution 4,212,022 - Other 9,556 26,135 Total $ 7,304,229 $ 1,101,447 |
WARRANT DERIVATIVE LIABILITIES
WARRANT DERIVATIVE LIABILITIES | 12 Months Ended |
Mar. 31, 2024 | |
Warrant Derivative Liabilities | |
WARRANT DERIVATIVE LIABILITIES | NOTE 11: WARRANT DERIVATIVE LIABILITIES The Company issued Common Stock and warrants in several private placements and registered offerings (“Derivative Warrant Instruments”) and some of these warrants have been classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 . The Company identified embedded features in some of the warrant agreements which were classified as liability. These embedded features included (a) the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity; (b) included the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction; and (c) certain price protections in the agreements. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. The Company has only included descriptions of warrants that are still outstanding as of March 31, 2024. 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 0 On April 27, 2023, the Company closed a $ 6,875,000 2,100,905 3.28 3,334,246 The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on March 31, 2024 and 2023 and at inception: Schedule of fair value of each warrant is estimated using the black-scholes valuation model Year Ended Year Ended Inception Expected term 1 5 0.25 1.85 5.00 Expected volatility 110 155% 107 110% 91% 107% Expected dividend yield - - - Risk-free interest rate 3.48 4.60% 2.98 3.88% 1.50% 2.77% Market price $ 0.02 4.50 $ 5.40 39.00 The Company’s remaining derivative liabilities as of March 31, 2024 and 2023 associated with warrant offerings are as follows. All fully extinguished warrant liabilities are not included in the chart below. Schedule of derivative liabilities March 31, March 31, Inception Fair value of 115,942 August 6, 2021 $ - $ 5,974 $ 11,201,869 Fair value of 8,116 August 6, 2021 - 290 744,530 Fair value of 2,100,905 April 27, 2023 15,896 - 3,334,246 $ 15,896 $ 6,264 During the years ended March 31, 2024 and 2023 the Company recognized a gain in the fair value of the warrant derivative liabilities of $ 3,324,614 4,312,366 Activity related to the warrant derivative liabilities for the year ended March 31, 2024 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 Change in fair value of warrant derivative liabilities (3,324,614 ) Ending balance as of March 31, 2024 $ 15,896 Activity related to the warrant derivative liabilities for the year ended March 31, 2023 is as follows: Beginning balance as of March 31, 2022 $ 4,318,630 Change in fair value of warrant derivative liabilities (4,312,366 ) Ending balance as of March 31, 2023 $ 6,264 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 12: LONG-TERM DEBT Long-term debt included in continuing operations consisted of the following as of March 31, 2024 and 2023. Schedule of long-term debt March 31, March 31, Credit facility - Trend Discovery SPV 1, LLC $ 291,036 $ 291,036 Promissory notes and other 2,828,218 - Senior secured convertible note 3,874,762 - Auto loan 149,716 170,222 Total debt 7,143,732 461,258 Less: current portion (7,017,677 ) (311,542 ) Long-term debt, net of current portion $ 126,055 $ 149,716 The following is a list of maturities as of March 31, 2024, for the next five years and in the aggregate: Schedule of maturities 2025 $ 7,017,677 2026 27,303 2027 31,505 2028 36,354 2029 30,892 Thereafter - $ 7,143,732 Interest expense on debt during the years ended March 31, 2024 and 2023 was $ 222,044 64,598 |
NOTES PAYABLE AND RELATED PARTI
NOTES PAYABLE AND RELATED PARTIES | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND RELATED PARTIES | NOTE 13: NOTES PAYABLE AND RELATED PARTIES Assignment of Corporate Expenses AAI provides certain resources, specifically the use of AAI’s airplane for ROI business related travel, and other executive services to the Company. The accompanying financial statements include the Company’s portion of these expenses. The Company’s portion is calculated according to the appropriate share of these expenses by using either the time spent performing services or, in in the case of the use of AAI’s airplane, the direct costs. The Company believes the methodology used is reasonable and has been consistently applied, and results in an appropriate assignment of costs incurred. AAI assigned $ 2,135,065 346,000 Related Party Advances AAI advanced the Company $ 17,511,416 1,378,294 On November 14, 2023, the Company entered into the SPA with AAI, pursuant to which the Company agreed to sell to AAI 603.44 shares of Series D for a total purchase price of $ 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 In the year ended March 31, 2024, an officer of AAI advanced us $90,000. The advance had no interest, unless it went into default, and included an original issue discount of $ 10,000 January 19, 2024 60,000 18% Term Note Agreements On February 9, 2024, the Company entered into a term note agreement for a principal amount of $ 1,770,000 20,000 1,750,000 February 14, 2024 15% 208,218 47,739 18% On November 8, 2023, the Company entered into a term note agreement for a principal amount of $ 660,000 60,000 60,000 38,190 10% 18% 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 16,259 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 1,312,432 4,379,239 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 5,691,671 Principal converted to Common Stock and gain on conversion (2,630,091 ) Less: debt discount – reclassification to derivative liability (*) (4,686,818 ) Ending balance as of March 31, 2024 $ 3,874,762 (*) This amount also includes discount related to the warrants issued with the convertible note (see note 11). Activity related to the convertible note derivative liabilities for the year ended March 31, 2024 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 (1,352,322 ) Ending balance as of March 31, 2024 $ - On February 28, 2024, the Common Stock was suspended from trading on the Nasdaq and since that time, the Common Stock has traded on the Pink Current Information tier of the Over-the-Counter Market run by the OTC Markets Group. The suspension constituted an event of default and therefore the convertible notes are accumulating interest at 18% 46,694 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 14: PREFERRED STOCK RiskOn International Series A The Company entered into a Securities Purchase Agreement (the “Series A Agreement”) with Ault Lending on June 8, 2022, 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. As a result, the Company determined that on November 28, 2022 (inception), the value of the derivative liability was $ 7,218,319 The derivative liability for the Series A was remeasured at March 31, 2024 and was valued at $ 0 1,658,789 179.1 1,413 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 1,405,000 Activity related to the preferred stock derivative liabilities for the year ended March 31, 2024 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 to AAI, former parent of BNC 1,940,000 Redemption of Series A (1,305,000 ) Change in fair value of preferred stock derivative liabilities (1,658,789 ) Gain on conversion of derivative liability (1,413 ) Ending balance as of March 31, 2024 $ - Activity related to the preferred stock derivative liabilities for the year ended March 31, 2023 was as follows: Beginning balance as of March 31, 2022 $ - Reclassification of mezzanine equity to preferred stock liability 10,096,664 Gain on fair value at inception (2,878,345 ) Conversion of preferred stock for Common Stock (541,667 ) Redemption of Series A (635,000 ) Change in fair value of preferred stock derivative liabilities (5,016,450 ) Ending balance as of March 31, 2023 $ 1,025,202 The Company has accrued $ 1,706 The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2024 and 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 the Series A preferred stock liability is estimated using the Black-Scholes valuation model. The following assumptions were used for the years ended March 31, 2024 and 2023: Schedule of preferred stock liability is estimated using the black scholes valuation model March 31, March 31, Inception Expected term 0.67 1.66 1.66 2.00 2.00 Expected volatility 110 155% 108 110% 108% Expected dividend yield - - - Risk-free interest rate 3.81 4.59% 3.48 3.88% 3.69% Market price $ 0.02 1.15 $ 3.60 22.80 $ 22.80 Series B and C As discussed in Note 1, on February 8, 2023, the Company entered into a securities exchange agreement by and among AAI, the owner of approximately 86% of BNC, and the minority shareholders of BNC. Subsequently, the Company closed the transaction on March 7, 2023 in which the Company acquired the assets and assumed the liabilities of BNC as well as the common stock of Earnity, Inc. beneficially owned by BNC, in exchange of the issuance of 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 on inception, the value of the derivative liability was $ 42,426,069 18,830,760 23,595,309 The Company determined the Series B and Series C preferred stock derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2024 and 2023. The fair value of the Series B and Series C preferred stock liability were estimated using the Black-Scholes valuation model. The following assumptions were used for the years ended March 31, 2024 and 2023: Schedule of assumptions March 31, March 31, Inception Expected term 1.93 1.39 2.00 1.93 2.00 Expected volatility 110 114% 110% 110% Expected dividend yield - - - Risk-free interest rate 3.48 4.74% 4.17 3.48% 4.17% Market price $ 3.52 0.67 $ 6.00 3.52 $ 6.00 The derivative liability classification was reassessed as of March 31, 2024, in accordance with ASC 815, and it was determined that the classification of the Series B and Series C no longer constituted a derivative liability and was therefore reclassified to equity. For the year ended March 31, 2024, and prior to reclassification, a gain in the change in fair value of $ 18,287,228 543,532 Activity related to the Series B and Series C preferred stock derivative liabilities for the year ended March 31, 2024 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 (18,287,228 ) Reclassification to equity (543,532 ) Ending balance as of March 31, 2024 $ - Activity related to the Series B and Series C preferred stock derivative liabilities for the year ended March 31, 2023 was as follows: Beginning balance as of March 31, 2022 $ - Recognition of derivative liability at inception 53,913,000 Gain on fair value at inception (11,486,931 ) Change in fair value of preferred stock derivative liabilities (23,595,309 ) Ending balance as of March 31, 2023 $ 18,830,760 As of March 31, 2024, there were 8,994.5 1,418.8 8,637.5 1,362.5 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 shares of Series D for a total purchase price of $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. As the 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 As of March 31, 2024, there were 611.2 86,793 For the year ended March 31, 2024 the Company recorded $ 5,436,421 1,318,345 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 15: 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 March 31, 2024, 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. 2,630,091 5,194,581 In the year ended March 31, 2024, the Company issued 120,943 1,270,841 916,976 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 the Registration Statement (as defined in the ELOC Purchase Agreement), the Company has the right to present Arena with 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, the Registration Statement related to the ELOC Purchase Agreement was declared effective by the SEC. As of March 31, 2024, we issued and sold a total of 25,000,000 3,006,997 4,461,155 1,396,643 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 $ 2,351,516 9,631,406 6,506,406 3,125,000 625,000 2,500,000 8,333,320 0 Share-based Compensation Expense The Company accounts for stock-based payments in accordance with ASC 718, Compensation — Stock Compensation Share-based compensation for the years ended March 31, 2024 and 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 $ 8,810 96,833 The Company accrued $ 645,209 Warrants Changes in the warrants are described in the table below for the years ended March 31: Schedule of changes in the warrants 2024 2023 Number Weighted Number Weighted Beginning balance 264,058 $ 107.93 167,362 $ 208.20 Granted 2,100,905 179.10 133,333 7.50 Exercised — — — — Cancelled — — — — Expired (13,333 ) — (36,637 ) — Ending balance 2,351,630 $ 208.20 264,058 $ 107.93 Intrinsic value of warrants $ - $ - Weighted average remaining contractual life (years) 4.9 3.4 Non-Qualified Stock Options In 2022, the Company granted 1,567 62.40 388.50 157.50 167.70 5 6.75 1.90 2.70% 60 91% Changes in the non-qualified stock options are described in the table below for the years ended March 31: Schedule of changes in the non-qualified stock options 2024 2023 Number Weighted Number Weighted Beginning balance 28,471 $ 164.10 39,598 $ 152.10 Granted - - - - Exercised - - - - Cancelled - - (11,127 ) (171.90 ) Forfeited - - - - Ending balance 28,471 $ 164.10 28,471 $ 164.10 Intrinsic value of options $ - $ - Weighted average remaining contractual life (years) 5.1 6.1 2013 Incentive Stock Plan Under the 2013 Incentive Stock Plan, the Company was authorized to grant incentive stock in the form of stock options, stock awards and stock purchase offers to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates were established by the Board at the date of grant. The 2013 Incentive Stock Plan expired during the year ended March 31, 2024. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model. There were no options valued in either of the years ended March 31, 2024 and 2023 as none were granted: Schedule of changes in stock options 2024 2023 Number Weighted Number Weighted Beginning balance 2,250 $ 390.00 4,250 $ 390.00 Granted - - - - Options granted in exchange for shares - - - - Exercised - - - - Expired/Cancelled (2,250 ) - (2,000 ) - Forfeited - - - - Ending balance - $ 390.00 2,250 $ 390.00 Intrinsic value of options $ - $ - Weighted average remaining contractual life (years) - 4.5 There were no service-based grants outstanding as of March 31, 2024 and 2023. 2017 Omnibus Incentive Plan Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 26,667 shares of Common Stock to Company employees, officers, directors, consultants and advisors are authorized for issuance under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. 2024 2023 Number Weighted Number Weighted Beginning balance 12,449 $ 229.50 19,941 $ 198.60 Granted - - - Shares modified to options - - - - Exercised - - (4,492 ) - Cancelled - - - - Forfeited - - (3,000 ) - Ending balance 12,449 $ 229.50 12,449 $ 229.50 Intrinsic value of options $ - Weighted average remaining contractual life (years) 5.1 6.1 There were no service-based restricted stock units outstanding as of March 31, 2024 and 8,883 outstanding as of March 31, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16: COMMITMENTS AND CONTINGENCIES GuyCare Operating Lease During the year ended March 31, 2024, GuyCare 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 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, the Company and BitStream were sued in Travis County, Texas District Court (Docket #79176-0002) by Print Crypto Inc. in the amount of $256,733 for failure to pay for equipment purchased to operate BitStream’s Bitcoin mining operation. The defendants intend to vigorously defend themselves and have filed counterclaims in the 353rd Judicial District in Travis County, Texas on May 6, 2022 for fraudulent inducement, breach of contract, and for payment of attorney’s fees and costs. As a result of Bitstream filing for Chapter 7 bankruptcy, the case has been stayed pending resolution of the bankruptcy petition. The Company has accrued the full amount of the claim in its consolidated financial statements as of March 31, 2024. ● On July 15, 2022, Bitstream and two members of its 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 for failure to pay for equipment purchased to operate Bitstream’s Bitcoin mining operation. BitStream filed a petition to remove one member of its management from the claim in December 2022. As a result of Bitstream filing for Chapter 7 bankruptcy, the case has been stayed pending resolution of the bankruptcy petition. The Company has accrued the full amount of the claim in its consolidated financial statements as of March 31, 2024. ● On October 17, 2022, BitStream was a party to a petition filed in Ward County District Court by VA Electrical Contractors, LLC in the amount of $1,666,187 for failure to pay for equipment purchased to operate BitStream’s Bitcoin mining operation. As a result of Bitstream filing for Chapter 7 bankruptcy, the case has been stayed pending resolution of the bankruptcy petition. The Company has accrued the full amount of the claim in its consolidated financial statements as of March 31, 2024. 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. Non-cancelable Obligations In the course of the BNC business and in association with the Metaverse, BNC has entered into non-cancelable obligations with certain parties to purchase services, such as technology and the hosting of the Metaverse platform. As of March 31, 2024, the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating $ 1,750,000 1,000,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 17: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, prepaid expenses, other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the years ended March 31, 2024 and 2023. The recorded values of all other financial instruments approximate its current fair values because of its nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in accordance with ASC 815. The fair values of the derivatives were calculated using the Black-Scholes Model. 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 consolidated statement of operations. The following table presents assets and liabilities that are 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 March 31, 2024 Derivative liabilities $ - $ - $ 15,896 $ 24,623,202 Investment – WTRV - - 7,219,765 - March 31, 2023 Derivative liabilities - - 19,862,226 19,862,226 Bitcoin - - - (9,122 ) Investment – WTRV - - 9,224,785 (20,775,215 ) The table below shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the year ended March 31, 2024: 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 Series B and Series C preferred conversion to equity 543,532 Net change in fair value included in earnings 24,623,202 Ending balance as of March 31, 2024 $ 10,475,814 There were no transfers between Level 1, 2 or 3 during the year ended March 31, 2024. The table below shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the year ended March 31, 2023: Beginning balance as of March 31, 2022 $ (4,318,630 ) Net change in unrealized (depreciation) appreciation included in earnings 32,924,126 Reclassification from mezzanine equity (10,096,664 ) Recognition of derivative liability at inception on Series B and Series C preferred stock (53,913,000 ) Gain on derivative at inception of amendment 14,365,276 Net change in investment – WTRV (20,775,215 ) Purchases 30,000,000 Sales/conversions to equity 541,666 Ending balance as of March 31, 2023 $ (11,272,441 ) The March 31, 2023 balance in the table above is net of $635,000 which is related to Series A preferred shares that were redeemed during the year ended March 31, 2024. |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 18: LEASES The Company has operating leases for office space and have non-cancelable remaining lease terms of 3.5 years and includes the option to extend the leases perpetually. The discount rate used for the lease was the Company’s incremental borrowing rate of 10.0%, as an implicit rate is not readily determinable in the lease. The Company recorded $270,007 in right-of-use operating lease assets and right-of-use operating lease liabilities as a result of this transaction. The following table provides a summary of leases by balance sheet category as of March 31, Schedule of operating leases 2024 2023 Operating right-of-use assets $ 247,261 $ - Operating lease liability - current 42,461 - Operating lease liability - non-current 199,752 - The components of lease expenses for the years ended March 31, Schedule of total lease cost 2024 2023 Operating lease cost $ 30,952 $ - Short-term lease cost 160,157 - The following tables provide a summary of other information related to leases for the years ended March 31, Schedule of other information related 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36,000 $ - Right-of-use assets obtained in exchange for new operating lease liabilities $ 270,007 $ - Weighted-average remaining lease term - operating leases 3.2 - Weighted-average discount rate - operating leases 10.0% - Maturity of lease liability for the operating leases for the periods ending March 31, Schedule of maturity of lease liability 2025 $ 65,719 2026 $ 101,257 2027 $ 104,295 2028 $ 17,727 Thereafter $ - Imputed interest $ (46,785 ) Total lease liability $ 242,213 Amortization of the right-of-use asset for the periods ending March 31, Schedule of amortization of the right-of-use asset 2025 $ 69,598 2026 $ 76,678 2027 $ 85,728 2028 $ 15,257 Total $ 247,261 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 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 7 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. See Note 13 for the advances and the assignment of corporate expenses from AAI and remaining outstanding advance balance due. The Company made periodic loans to Agora to permit it to begin its Bitcoin mining business. On November 13, 2021, Agora issued the Company a $ 7.5 10% |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 20: INCOME TAXES The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31: Schedule of federal statutory tax rate 2024 2023 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate (4.14 )% 2.95 % Permanent differences and one-time adjustments 1.23 % (10.78 )% True-up impact (16.61 )% (6.31 )% Change in valuation allowance (1.48 )% (6.83 )% Totals 0.00 % 0.03 % The following is a summary of the net deferred tax asset (liability): Schedule of deferred tax asset As of As of March 31, March 31, Deferred tax assets: Net operating losses $ 50,041,937 $ 43,516,584 Accrued expenses 309,804 253,377 Stock options 8,917,673 10,348,313 ROU liability 52,066 86,321 Intangibles – other 820,507 - Depreciation, fixed asset gain/loss and other 1,173,192 1,412,142 Total deferred tax assets 61,315,179 55,616,737 Deferred tax liabilities: ROU assets (53,151 ) (84,656 ) Total deferred tax assets, net liabilities 61,262,028 55,532,081 Valuation allowance (61,262,028 ) (55,532,081 ) Net deferred tax assets/liabilities $ - $ - The accumulative Federal net operating loss at March 31, 2024 was $ 237,427,825 120,417 821,038 528,873 2,759,892 Out of the $237,427,825 federal net operating loss carryforward $132,469,245 began to expire on April 1, 2024 and $104,958,580 will have an indefinite life. The Company is subject to taxation in the U.S. and various states jurisdictions. U.S. federal income tax returns for 2021 and after remain open to examination. As of March 31, 2024, the Company did not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the year ended March 31, 2024, there were no penalties or interest recorded in income tax expense. The provision (benefit) for income taxes for the years ended March 31, 2024 and 2023 was as follows for continuing operations: Schedule of provision for income taxes 2024 2023 Current $ - $ - Deferred - - Total $ - $ - The Company has not identified any uncertain tax positions and has not received any notices from tax authorities. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 21: SEGMENT INFORMATION The Company determines its operating segments based on how the CODM views and analyzes each segment’s operations, performance and allocates resources. Milton “Todd” Ault, Executive Chairman as of May 2024 (and between January 2024 and May 2024, the Chief Executive Officer), 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 BNC. Most of the limited continuing operations were related to Agora and the BNC metaverse while Zest Labs operations were immaterial. During the fiscal year, with the launch of operations of RiskOn360 and GuyCare, and the reclassification of Agora to discontinued operations, the Company changed its presentation of operating results. Herein, the Company reports the following three reporting segments: (1) BNS, (2) RiskOn360 and (3) GuyCare. Separate financial information for the three segments is evaluated by the CODM to allocate resources and assess performance. BNS is composed of operations from products and services provided in the Metaverse and hospitality services provided in our sponsored racing events where the Metaverse 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 three 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 while RiskOn360 started operations in November 2023 and GuyCare opened the first clinic in January 2024. During the year ended March 31, 2023, the Company did not have businesses providing BNS, RiskOn360 and GuyCare products and services and therefore there is no meaningful comparative information for the prior year periods presented. Additionally, the financial information for the year ended March 31, 2024 in the consolidated financial statements relates to the holding company, RiskOn International, Inc. The table below highlights the Company’s revenues, expenses and net income (loss) for each reportable segment and is reconciled to net income (loss) on a consolidated basis for the year ended March 31,2024. Schedule of segment reporting information BNS (1) RiskOn360 GuyCare Discontinued Total Operating revenue BNS revenue $ 64,350 $ - $ - $ - $ 64,350 RiskOn360 revenue - 239,839 - - 239,839 GuyCare revenue - - 28,236 - 28,236 Cost of revenue 114,748 2,058,024 1,282 - 2,174,054 Gross (loss) income before other expenses (50,398 ) (1,818,185 ) 26,954 - (1,841,629 ) Operating expenses Salaries, wages and benefits 3,206,957 202,786 354,396 - 3,764,139 Professional fees 1,161,218 - - - 1,161,218 Selling, general and administration 24,997,442 969,420 176,403 - 26,143,265 Depreciation and amortization 4,398,882 1,912 2,678 - 4,403,472 Total operating expenses 33,764,499 1,174,118 533,477 - 35,472,094 Operating loss (33,814,897 ) (2,992,303 ) (506,523 ) - (37,313,723 ) Other income 11,984,416 - - - 11,984,416 Loss from discontinued operations - - - (9,163,293 ) (9,163,293 ) Net loss $ (21,830,481 ) $ (2,992,303 ) $ (506,523 ) $ (9,163,293 ) $ (34,492,600 ) Segment assets $ 7,383,966 $ 2,807,151 $ 353,002 $ 124,974 $ 10,669,093 (1) The BNS segment includes expenses allocated from the parent holding company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22: SUBSEQUENT EVENTS The following are the events took place subsequent to March 31, 2024: On April 5, 2024, the Company issued 31,433 On April 12, 2024, the Company received a written notice from the Nasdaq Hearings Panel (the “Panel”) that it had reached its decision to delist the Company’s Common Stock from Nasdaq as a result of violations of Nasdaq Listing Rules 5110(a) and 5635(b) in the acquisition of BNC, which closed on March 6, 2023, along with additional multiple violations of the Nasdaq Listing Rule 5640. The Panel also found that the Company was not in compliance with the minimum $2.5 million stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) and had not demonstrated the ability to regain compliance with that requirement in the near term. Nasdaq filed a Form 25 with the SEC to affect the formal delisting of the Common Stock, and the delisting was effective June 13, 2024. On May 1, 2024, the Company received a Notice of Event of Default and Reservation of Rights letter (the “Notice”) in reference to the Senior Secured Convertible Notes from an Investor informing us that an event of default has occurred as a result of (i) the failure of the Common Stock to be listed on an eligible market for more than seven days after being delisted by the Nasdaq on February 28, 2024, and (ii) the failure of the Company to repay in full the indebtedness due under the Notes on the maturity date. As of April 27, 2024, no payments had been made on the Notes and therefore they were in default and continue to accrue interest at the default rate of 18%. Prior to receipt of the Notice from the Investor, the Company was attempting to reach a negotiated settlement with the Investor and remains in discussions with the Investor to do so. Notwithstanding receipt of the Notice, the Company hopes to continue to work with all of the Investors to settle its obligations under the SPA. On May 28, 2024, the Company issued a term note for the face value of $ 165,000 15,000 2% On April 19, 2024, an officer of AAI advanced the Company $ 50,000 On June 10, 2024, the Company filed Certificates of Amendment to the Certificate of Designation of Rights, Preferences, and Limitations with the Nevada Secretary of State with respect to the Company’s Series B and Series C. The amended Certificates provide for voting rights to the holders of shares of Preferred Stock. From March 31, 2024 through June 30, 2024, the Company’s representative transferred an additional 27% of the common shares converted from the WTRV Series A Convertible Preferred Stock to identified shareholders of record. Upon conversion of the WTRV’s Series A Convertible Preferred Stock, the Company recorded a non-cash expense and accrual of $ 4.2 On July 12, 2024 (the “Execution Date”), the Company entered into (i) a Master Services Agreement (the “MSA”), (ii) a Statement of Work #1 to the MSA (the “MSA SOW”), (iii) a Development Agreement (the “DA”), (iv) a Statement of Work #1 to the DA (the “DA SOW” and collectively with the MSA, the MSA SOW and the DA, MSA and MSA SOW Pursuant to the MSA and the MSA SOW, MeetKai grants the Company a right (the “License”) to use, sub-license and/or resell MeetKai’s generative artificial intelligence platform (the “Platform”). The License will be perpetual (the “MSA Term”) and the Company will have the (i) right (which shall be exclusive during the first two years of the MSA Term, and non-exclusive thereafter) to use, sub-license and/or resell the Platform on a “white-labeled self-service basis” to the Company’s end customer (the “End User”), provided that such end customers are headquartered within the territory of North America (the “Territory”) and (ii) non-exclusive right to use, sub-license and/or resell the Platform to an End User outside the Territory. Either party will have the right to terminate the License (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the MSA SOW and fails to cure such breach within agreed upon cure periods. In addition, the Company will have the right to terminate the License at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice. The licensing fee (the “Licensing Fee”) for the License during the MSA Term will be payable as follows: (i) $666,667 within five (5) days of the Execution Date; (ii) $666,667 on the 15 th th DA and DA SOW Pursuant to the DA and the DA SOW, MeetKai will design and develop a website for the Company to be used by the End Users, which will integrate an artificial intelligence knowledge base chat and virtual assistant platform incorporating the use of the Platform (the “Interface”). Either party will have the right to terminate the DA SOW (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the DA SOW and fails to cure such breach within agreed upon cure periods. In addition, the Company will have the right to terminate the DA SIW at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice. The development fee (the “Development Fee”) for the Interface during the Term will be payable as follows: (i) $166,667 within five (5) days of the Execution Date; (ii) $166,667 on the 15 th th Side Letter Pursuant to the Side Letter, the Company and MeetKai agreed to supplement and modify the Transaction Documents as follows: 1. Until such time as the Company achieves Financial Stability (as defined in the Side Letter), in no event shall the Company be responsible to paying MeetKai more than an aggregate of $ 500,000 2. All Fees and Expenses due under the Transaction Documents that are in excess of the Monthly Minimum (the “Accrued Fees and Expenses”) shall accrue (without penalty or interest) and not be payable until such time as the Company achieves Financial Stability. Once the Company determines that it has achieved Financial Stability, then the Company shall pay to MeetKai all the Accrued Fees and Expenses in twelve (12), equal monthly payments; 3. So long as the Company is making the Monthly Minimum payment, MeetKai shall not have the right to (i) terminate any of the Transaction Documents for failure to pay any Fees and Expenses or (ii) stop or slow down on providing services under the Transaction Documents. The Company shall have sixty (60) days to cure any breach of the failure to pay any Fees and Expenses; and 4. In the event that the Company is unable to raise $10 million of gross proceeds from raising capital (equity, debt or a combination thereof) within four (4) months from the Execution Date, then the Company and MeetKai shall use good faith efforts to renegotiate the terms, conditions, scope and Fees and Expenses of the Transaction Documents. In the event that the parties, having used good faith efforts to reach agreement on revised terms, conditions, scope and Fees and Expenses of the Transaction Documents, fail to reach such agreement within 45 days of the start of such renegotiation period, then either party shall have the right, upon written notice to the other party, to terminate one or more of the Transaction Documents that were not renegotiated, with immediate effect. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Bankruptcy Filings | 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 a discontinued operation as of March 31, 2024 and 2023. The cases are still pending before the court. See Note 22, “Subsequent Events” for additional information on recent developments related to the cases. |
Overview of Subsidiaries and Their Operations | Overview of Subsidiaries and Their Operations The following are wholly owned subsidiaries of the Company as of March 31, 2024: BNC, RiskOn360, RiskOn Learning, Inc. and GuyCare. BNC’s metaverse (the “Metaverse”) represents a significant development in the online metaverse landscape. By integrating various elements such as virtual markets, real world goods, marketplaces, VIP experiences, gaming, social activities, sweepstakes, gambling, and more, the Company aims to revolutionize the way people interact online. RiskOn360 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 provide them with intimate networking opportunities. In November 2023, the Company formed GuyCare to 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. 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. |
Principles of Consolidation | Principles of Consolidation The Company applies the guidance of ASC Topic 810, Consolidation |
Discontinued Operations | Discontinued Operations The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the March 31, 2023 consolidated financial statements to be consistent with the March 31, 2024 presentation, including the reclassification of Trend Discovery Capital Management (“TCM”), White River, Pinnacle Frac, Agora and Zest assets and liabilities from continuing operations to held for sale and reclassifications of operations of TCM, White River, Pinnacle Frac, and Capstone Equipment Leasing LLC (“Capstone”) to discontinued operations. |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810-10-45, the Company classifies noncontrolling interests as a component of equity within the consolidated balance sheet. In addition, the Company reflected 34% of Wolf Energy as a noncontrolling interest as the Company currently represents approximately 66% of the voting interests in Wolf Energy. During the year ended March 31, 2024, Wolf Energy permanently ceased operations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation |
BNC Revenue | BNC Revenue Gaming revenue is recognized from the BitNile.com website primarily through the sale of tokens that provide the end user with interactive entertainment (game play) and durable goods principally for the PC and mobile platforms. The Company primarily offers the following: 1. Platform access – Provide access to main game content. 2. Sale of NileTokens (“NT”) – NT can be used for digital game play and content. 3. Rewarded – NileSweeps (“NS”) – Users can use NS to enter sweepstakes type games with a potential to win both digital goods and real world cash redemptions. While the revenue received from the sale of NT is currently nominal, the Company believes that its operation of the BitNile.com website could be a scalable source of revenue in the future. Additionally, the Company expects the website will be a mechanism to help increase its brand reputation and recognition by participants, which the Company believes will result in the acquisition and monetization of new users to the site. During the year ended March 31, 2024, the Company recognized $ 1,500 |
Hospitality and Services Revenue | Hospitality and 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 facts and has 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. As the principal, the Company recognizes revenue in the gross amount and as such, recognizes any fees paid to subcontractors as cost of revenues. Any future changes in these arrangements or to the Company’s games and related method of distribution may result in a different conclusion. |
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. |
GuyCare Revenue | GuyCare Revenue GuyCare’s revenue is derived from the sale of health care products and services (i.e., clinic visits, diagnoses, medicines and treatments, etc.) to its customers which are primarily men. Revenue is recognized when GuyCare satisfies performance obligations by performing distinct treatments and health care services to each patient and customer. For certain obligations that are performed over a series of visits, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of each obligation promised to the patient. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. The carrying values of the Company’s financial instruments such as cash, investments, prepaid expenses, accounts payable, accrued expenses and derivative liabilities on preferred stock and warrants approximate their respective fair values because of the short-term nature of those financial instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Impairment of Assets | Impairment of Assets Management reviews assets for impairment, including intangible assets and investments whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Segment Information | Segment Information The Company determines its operating segments based on how the chief operating decision maker (“CODM”) views and analyzes each segment’s operations, performance and allocates resources. Milton “Todd” Ault, Executive Chairman as of May 2024 (and between January 2024 and May 2024, the Chief Executive Officer), 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 BNC. Most of the limited continuing operations were related to Agora and the BNC Metaverse while Zest Labs operations were immaterial. In the fourth quarter of the year ended March 31, 2024, with the launch of operations of GuyCare and the reclassification of Agora to discontinued operations, the Company changed its presentation of operating results. Herein, the Company reports the following three reporting segments: (1) BNC Metaverse & Hospitality (“BNS”), (2) RiskOn360 and (3) GuyCare. Separate financial information for the three segments is evaluated by the CODM to allocate resources and assess performance. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of shares of Common Stock outstanding. Diluted losses per share (“EPS”) include additional dilution from Common Stock equivalents, such as convertible notes, preferred stock and shares of Common Stock issuable pursuant to the exercise of stock options and warrants. Common Stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not currently use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, where applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income (loss) per share calculation in certain areas. |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC 815. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20, Debt with Conversion and Other Options |
Debt Discounts | Debt Discounts The Company accounts for debt discount according to ASC 470-20. Debt discounts are amortized through periodic charges to interest expense over the term of the related financial instrument using the effective interest method. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases |
Recently Issued Accounting Standards | Recently Issued Accounting Standards On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Impact of Business | Impact of Business The wars in Ukraine and Middle East, growing inflation and climate change factors did not materially impact the Company’s business during the years ended March 31, 2024 and 2023. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of current assets | Schedule of current assets March 31, March 31, Wolf Energy $ - $ 1,297,801 Prepaid expenses - 4,908 $ - $ 1,302,709 |
Schedule of non-current assets | Schedule of non-current assets March 31, March 31, Wolf Energy $ - $ 984,071 $ - $ 984,071 |
Schedule of current liabilities | Schedule of current liabilities March 31, March 31, Wolf Energy $ 2,884,070 $ 3,330,043 Zest accounts payable - 532,279 Zest accrued expenses - 85,136 $ 2,884,070 $ 3,947,458 |
Schedule of operations to discontinued operations | Schedule of operations to discontinued operations 2024 2023 Revenue $ - $ 10,955,153 Operating expenses 7,798,588 39,928,442 Wolf Energy net loss (1,853,696 ) (11,287,671 ) Other loss (194,161 ) (824,785 ) Net loss from discontinued operations $ (9,846,445 ) $ (41,085,745 ) |
ASSET PURCHASE, BUSINESS COMB_2
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of acquired the assets and liabilities | Schedule of acquired the assets and liabilities Prepaid expenses $ 620,616 Property and equipment 330,190 Intangible assets 6,239,000 Accounts payable and accrued expenses (3,186,513 ) Due to AAI, BNC’s former parent (4,404,350 ) Notes payable (170,222 ) $ (571,279 ) |
Schedule of consideration paid for the acquisition | Schedule of consideration paid for the acquisition Series B and Series C preferred stock $ 53,913,000 Total consideration $ 53,913,000 |
Schedule of company sold the assets and liabilities | Schedule of company sold 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) | 12 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue | Schedule of revenue 2024 2023 RiskOn360 $ 239,839 $ - BNS 64,350 - GuyCare 28,236 - Total $ 332,425 $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, 2024 March 31, 2023 Auto – BNC $ 232,406 $ 232,406 Equipment – BNC - 84,604 Computers and software 55,935 90,000 Equipment 31,136 - Leasehold improvements 14,420 - Total property and equipment 333,897 407,010 Accumulated depreciation (70,215 ) (83,194 ) Property and equipment, net $ 263,682 $ 323,816 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets March 31, 2024 March 31, Trademarks $ 982,868 $ 5,097,000 Developed technology 1,142,000 1,142,000 Accumulated amortization - trademarks (153,462 ) (34,661 ) Intangible assets, net $ 1,971,406 $ 6,204,339 |
Schedule of amortization expense | Schedule of amortization expense 2025 $ 141,658 2026 141,658 2027 141,658 2028 141,658 2029 141,658 Thereafter 1,263,116 $ 1,971,406 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses March 31, March 31, Salaries, wages and benefits $ 166,438 $ 73,375 Professional and consulting fees 747,794 440,215 Selling, general and administrative 1,854,198 500,000 Current portion of auto loan 23,662 - Interest 260,216 61,722 Deferred revenue 30,343 - Settlement claim WTRV share distribution 4,212,022 - Other 9,556 26,135 Total $ 7,304,229 $ 1,101,447 |
WARRANT DERIVATIVE LIABILITIES
WARRANT DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Warrant Derivative Liabilities | |
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 Year Ended Year Ended Inception Expected term 1 5 0.25 1.85 5.00 Expected volatility 110 155% 107 110% 91% 107% Expected dividend yield - - - Risk-free interest rate 3.48 4.60% 2.98 3.88% 1.50% 2.77% Market price $ 0.02 4.50 $ 5.40 39.00 |
Schedule of derivative liabilities | Schedule of derivative liabilities March 31, March 31, Inception Fair value of 115,942 August 6, 2021 $ - $ 5,974 $ 11,201,869 Fair value of 8,116 August 6, 2021 - 290 744,530 Fair value of 2,100,905 April 27, 2023 15,896 - 3,334,246 $ 15,896 $ 6,264 |
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 Change in fair value of warrant derivative liabilities (3,324,614 ) Ending balance as of March 31, 2024 $ 15,896 Activity related to the warrant derivative liabilities for the year ended March 31, 2023 is as follows: Beginning balance as of March 31, 2022 $ 4,318,630 Change in fair value of warrant derivative liabilities (4,312,366 ) Ending balance as of March 31, 2023 $ 6,264 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Schedule of long-term debt March 31, March 31, Credit facility - Trend Discovery SPV 1, LLC $ 291,036 $ 291,036 Promissory notes and other 2,828,218 - Senior secured convertible note 3,874,762 - Auto loan 149,716 170,222 Total debt 7,143,732 461,258 Less: current portion (7,017,677 ) (311,542 ) Long-term debt, net of current portion $ 126,055 $ 149,716 |
Schedule of maturities | Schedule of maturities 2025 $ 7,017,677 2026 27,303 2027 31,505 2028 36,354 2029 30,892 Thereafter - $ 7,143,732 |
NOTES PAYABLE AND RELATED PAR_2
NOTES PAYABLE AND RELATED PARTIES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 5,691,671 Principal converted to Common Stock and gain on conversion (2,630,091 ) Less: debt discount – reclassification to derivative liability (*) (4,686,818 ) Ending balance as of March 31, 2024 $ 3,874,762 (*) This amount also includes discount related to the warrants issued with the convertible note (see note 11). |
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 (1,352,322 ) Ending balance as of March 31, 2024 $ - |
PREFERRED STOCK (Tables)
PREFERRED STOCK (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Class of Stock [Line Items] | |
Schedule of activity related to the preferred stock derivative liabilities | Schedule of derivative liabilities March 31, March 31, Inception Fair value of 115,942 August 6, 2021 $ - $ 5,974 $ 11,201,869 Fair value of 8,116 August 6, 2021 - 290 744,530 Fair value of 2,100,905 April 27, 2023 15,896 - 3,334,246 $ 15,896 $ 6,264 |
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 March 31, March 31, Inception Expected term 0.67 1.66 1.66 2.00 2.00 Expected volatility 110 155% 108 110% 108% Expected dividend yield - - - Risk-free interest rate 3.81 4.59% 3.48 3.88% 3.69% Market price $ 0.02 1.15 $ 3.60 22.80 $ 22.80 |
Schedule of activity related to the preferred stock derivative liabilities | Schedule of assumptions March 31, March 31, Inception Expected term 1.93 1.39 2.00 1.93 2.00 Expected volatility 110 114% 110% 110% Expected dividend yield - - - Risk-free interest rate 3.48 4.74% 4.17 3.48% 4.17% Market price $ 3.52 0.67 $ 6.00 3.52 $ 6.00 The derivative liability classification was reassessed as of March 31, 2024, in accordance with ASC 815, and it was determined that the classification of the Series B and Series C no longer constituted a derivative liability and was therefore reclassified to equity. For the year ended March 31, 2024, and prior to reclassification, a gain in the change in fair value of $ 18,287,228 543,532 Activity related to the Series B and Series C preferred stock derivative liabilities for the year ended March 31, 2024 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 (18,287,228 ) Reclassification to equity (543,532 ) Ending balance as of March 31, 2024 $ - Activity related to the Series B and Series C preferred stock derivative liabilities for the year ended March 31, 2023 was as follows: Beginning balance as of March 31, 2022 $ - Recognition of derivative liability at inception 53,913,000 Gain on fair value at inception (11,486,931 ) Change in fair value of preferred stock derivative liabilities (23,595,309 ) Ending balance as of March 31, 2023 $ 18,830,760 |
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 to AAI, former parent of BNC 1,940,000 Redemption of Series A (1,305,000 ) Change in fair value of preferred stock derivative liabilities (1,658,789 ) Gain on conversion of derivative liability (1,413 ) Ending balance as of March 31, 2024 $ - Activity related to the preferred stock derivative liabilities for the year ended March 31, 2023 was as follows: Beginning balance as of March 31, 2022 $ - Reclassification of mezzanine equity to preferred stock liability 10,096,664 Gain on fair value at inception (2,878,345 ) Conversion of preferred stock for Common Stock (541,667 ) Redemption of Series A (635,000 ) Change in fair value of preferred stock derivative liabilities (5,016,450 ) Ending balance as of March 31, 2023 $ 1,025,202 |
Series B And Series C Preferred Stock [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 (18,287,228 ) Reclassification to equity (543,532 ) Ending balance as of March 31, 2024 $ - Activity related to the Series B and Series C preferred stock derivative liabilities for the year ended March 31, 2023 was as follows: Beginning balance as of March 31, 2022 $ - Recognition of derivative liability at inception 53,913,000 Gain on fair value at inception (11,486,931 ) Change in fair value of preferred stock derivative liabilities (23,595,309 ) Ending balance as of March 31, 2023 $ 18,830,760 |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of changes in the warrants | Schedule of changes in the warrants 2024 2023 Number Weighted Number Weighted Beginning balance 264,058 $ 107.93 167,362 $ 208.20 Granted 2,100,905 179.10 133,333 7.50 Exercised — — — — Cancelled — — — — Expired (13,333 ) — (36,637 ) — Ending balance 2,351,630 $ 208.20 264,058 $ 107.93 Intrinsic value of warrants $ - $ - Weighted average remaining contractual life (years) 4.9 3.4 |
Schedule of changes in the non-qualified stock options | Schedule of changes in the non-qualified stock options 2024 2023 Number Weighted Number Weighted Beginning balance 28,471 $ 164.10 39,598 $ 152.10 Granted - - - - Exercised - - - - Cancelled - - (11,127 ) (171.90 ) Forfeited - - - - Ending balance 28,471 $ 164.10 28,471 $ 164.10 Intrinsic value of options $ - $ - Weighted average remaining contractual life (years) 5.1 6.1 |
Schedule of changes in stock options | Schedule of changes in stock options 2024 2023 Number Weighted Number Weighted Beginning balance 2,250 $ 390.00 4,250 $ 390.00 Granted - - - - Options granted in exchange for shares - - - - Exercised - - - - Expired/Cancelled (2,250 ) - (2,000 ) - Forfeited - - - - Ending balance - $ 390.00 2,250 $ 390.00 Intrinsic value of options $ - $ - Weighted average remaining contractual life (years) - 4.5 There were no service-based grants outstanding as of March 31, 2024 and 2023. 2017 Omnibus Incentive Plan Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 26,667 shares of Common Stock to Company employees, officers, directors, consultants and advisors are authorized for issuance under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. 2024 2023 Number Weighted Number Weighted Beginning balance 12,449 $ 229.50 19,941 $ 198.60 Granted - - - Shares modified to options - - - - Exercised - - (4,492 ) - Cancelled - - - - Forfeited - - (3,000 ) - Ending balance 12,449 $ 229.50 12,449 $ 229.50 Intrinsic value of options $ - Weighted average remaining contractual life (years) 5.1 6.1 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Derivative liabilities $ - $ - $ 15,896 $ 24,623,202 Investment – WTRV - - 7,219,765 - March 31, 2023 Derivative liabilities - - 19,862,226 19,862,226 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 Series B and Series C preferred conversion to equity 543,532 Net change in fair value included in earnings 24,623,202 Ending balance as of March 31, 2024 $ 10,475,814 There were no transfers between Level 1, 2 or 3 during the year ended March 31, 2024. The table below shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the year ended March 31, 2023: Beginning balance as of March 31, 2022 $ (4,318,630 ) Net change in unrealized (depreciation) appreciation included in earnings 32,924,126 Reclassification from mezzanine equity (10,096,664 ) Recognition of derivative liability at inception on Series B and Series C preferred stock (53,913,000 ) Gain on derivative at inception of amendment 14,365,276 Net change in investment – WTRV (20,775,215 ) Purchases 30,000,000 Sales/conversions to equity 541,666 Ending balance as of March 31, 2023 $ (11,272,441 ) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of operating leases | Schedule of operating leases 2024 2023 Operating right-of-use assets $ 247,261 $ - Operating lease liability - current 42,461 - Operating lease liability - non-current 199,752 - |
Schedule of total lease cost | Schedule of total lease cost 2024 2023 Operating lease cost $ 30,952 $ - Short-term lease cost 160,157 - |
Schedule of other information related | Schedule of other information related 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36,000 $ - Right-of-use assets obtained in exchange for new operating lease liabilities $ 270,007 $ - Weighted-average remaining lease term - operating leases 3.2 - Weighted-average discount rate - operating leases 10.0% - |
Schedule of maturity of lease liability | Schedule of maturity of lease liability 2025 $ 65,719 2026 $ 101,257 2027 $ 104,295 2028 $ 17,727 Thereafter $ - Imputed interest $ (46,785 ) Total lease liability $ 242,213 |
Schedule of amortization of the right-of-use asset | Schedule of amortization of the right-of-use asset 2025 $ 69,598 2026 $ 76,678 2027 $ 85,728 2028 $ 15,257 Total $ 247,261 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal statutory tax rate | Schedule of federal statutory tax rate 2024 2023 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate (4.14 )% 2.95 % Permanent differences and one-time adjustments 1.23 % (10.78 )% True-up impact (16.61 )% (6.31 )% Change in valuation allowance (1.48 )% (6.83 )% Totals 0.00 % 0.03 % |
Schedule of deferred tax asset | Schedule of deferred tax asset As of As of March 31, March 31, Deferred tax assets: Net operating losses $ 50,041,937 $ 43,516,584 Accrued expenses 309,804 253,377 Stock options 8,917,673 10,348,313 ROU liability 52,066 86,321 Intangibles – other 820,507 - Depreciation, fixed asset gain/loss and other 1,173,192 1,412,142 Total deferred tax assets 61,315,179 55,616,737 Deferred tax liabilities: ROU assets (53,151 ) (84,656 ) Total deferred tax assets, net liabilities 61,262,028 55,532,081 Valuation allowance (61,262,028 ) (55,532,081 ) Net deferred tax assets/liabilities $ - $ - |
Schedule of provision for income taxes | Schedule of provision for income taxes 2024 2023 Current $ - $ - Deferred - - Total $ - $ - |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Schedule of segment reporting information BNS (1) RiskOn360 GuyCare Discontinued Total Operating revenue BNS revenue $ 64,350 $ - $ - $ - $ 64,350 RiskOn360 revenue - 239,839 - - 239,839 GuyCare revenue - - 28,236 - 28,236 Cost of revenue 114,748 2,058,024 1,282 - 2,174,054 Gross (loss) income before other expenses (50,398 ) (1,818,185 ) 26,954 - (1,841,629 ) Operating expenses Salaries, wages and benefits 3,206,957 202,786 354,396 - 3,764,139 Professional fees 1,161,218 - - - 1,161,218 Selling, general and administration 24,997,442 969,420 176,403 - 26,143,265 Depreciation and amortization 4,398,882 1,912 2,678 - 4,403,472 Total operating expenses 33,764,499 1,174,118 533,477 - 35,472,094 Operating loss (33,814,897 ) (2,992,303 ) (506,523 ) - (37,313,723 ) Other income 11,984,416 - - - 11,984,416 Loss from discontinued operations - - - (9,163,293 ) (9,163,293 ) Net loss $ (21,830,481 ) $ (2,992,303 ) $ (506,523 ) $ (9,163,293 ) $ (34,492,600 ) Segment assets $ 7,383,966 $ 2,807,151 $ 353,002 $ 124,974 $ 10,669,093 (1) The BNS segment includes expenses allocated from the parent holding company. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |||||
May 04, 2023 | Nov. 09, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Nov. 14, 2023 | Oct. 16, 2023 | Aug. 25, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Purchase of percentage | 100% | ||||||
Total purchase price | $ 15,085,931 | ||||||
Cash advances | $ 15,085,931 | ||||||
Stated value per share | $ 25,000 | ||||||
Conversion price | $ 0.51 | ||||||
Converted shares | 29,580,392 | ||||||
Fair value | $ 15,085,931 | ||||||
Reverse stock split, description | 1-for-30 reverse stock split | ||||||
Shares authorized, description | The Company also reduced its authorized shares on a 1-for-30 basis going from 100,000,000 authorized shares down to 3,333,333 authorized shares. | ||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Revenues | $ 64,350 | ||||||
Metaverse Coin Sales [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenues | 1,500 | ||||||
Zest Labs [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Gain on disposal amount | $ 683,152 |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 26,410 | $ 65,838 |
Working capital deficits | 28,000,000 | |
Net income (loss) from continued operation | $ 25,000,000 | $ 34,000,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Wolf Energy | $ 1,297,801 | |
Prepaid expenses | 4,908 | |
Current assets of discontinued operations | $ 1,302,709 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total non-current assets | $ 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 | $ 984,071 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Total current liabilities | $ 2,884,070 | $ 3,947,458 |
Wolf Energy Services Inc [Member] | ||
Total current liabilities | 2,884,070 | 3,330,043 |
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 ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 10,955,153 | |
Operating expenses | 7,798,588 | 39,928,442 |
Wolf Energy net loss | (1,853,696) | (11,287,671) |
Other loss | (194,161) | (824,785) |
Net loss from discontinued operations | $ (9,846,445) | $ (41,085,745) |
DISCONTINUED OPERATIONS (Deta_5
DISCONTINUED OPERATIONS (Details Narrative) | 1 Months Ended |
Aug. 25, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Issued and outstanding stock percenatge | 100% |
ASSET PURCHASE, BUSINESS COMB_3
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES (Details) - BNC [Member] | Mar. 31, 2024 USD ($) |
Business Acquisition [Line Items] | |
Prepaid expenses | $ 620,616 |
Property and equipment | 330,190 |
Intangible assets | 6,239,000 |
Accounts payable and accrued expenses | (3,186,513) |
Due to AAI, BNC’s former parent | (4,404,350) |
Notes payable | (170,222) |
Total assets and liabilities | $ (571,279) |
ASSET PURCHASE, BUSINESS COMB_4
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES (Details 1) - Zest Labs [Member] | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Business Acquisition [Line Items] | |
Series B and Series C preferred stock | $ 53,913,000 |
Total consideration | $ 53,913,000 |
ASSET PURCHASE, BUSINESS COMB_5
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES (Details 2) - Zest Labs [Member] | Mar. 31, 2024 USD ($) |
Business Acquisition [Line Items] | |
Prepaid expenses | $ 2,454 |
Accounts payable and accrued expenses | (685,606) |
Total assets and liabilities | $ (683,152) |
ASSET PURCHASE, BUSINESS COMB_6
ASSET PURCHASE, BUSINESS COMBINATIONS AND DIVESTURES (Details Narrative) - Zest Labs [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Aug. 25, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Recognized loss acquisition | $ 54,484,279 | ||
Percentage of issued and outstanding | 100% | ||
Gain on disposal of assets | $ 683,152 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 332,425 | |
Risk On 360 Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 239,839 | |
BNS [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 64,350 | |
Guy Care [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 28,236 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Hospitality And Vip Service [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sales service amount | $ 62,850 | $ 0 |
SENIOR SECURED PROMISSORY NOT_2
SENIOR SECURED PROMISSORY NOTE RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
May 15, 2023 | Mar. 31, 2024 | |
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) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 25, 2022 | Mar. 31, 2024 | Mar. 31, 2024 | |
Non-cash gain on conversion and distribution | $ 1,400 | ||
Non-cash expense on conversion and distribution | $ 3,400 | ||
Non-cash expense | $ 4,200 | ||
Series A Convertible Preferred Stock [Member] | |||
Shares Received | 1,200 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 333,897 | $ 407,010 |
Accumulated depreciation | (70,215) | (83,194) |
Property and equipment, net | 263,682 | 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 | 84,604 | |
Computers And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 55,935 | 90,000 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 31,136 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 14,420 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expenses | $ 77,985 | $ 82,490 | |
Property and equipment net remaining | 3,895,753 | ||
Remaining lease right of use asset | 247,969 | ||
Agora And Bitstream [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impaired assets amount | $ 5,679,942 | ||
Accumulated depreciation | $ 1,784,189 | ||
Fixe Aassets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impaired assets amount | 92,554 | ||
Accumulated depreciation | 763 | ||
Property and equipment net remaining | $ 91,791 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 1,971,406 | $ 6,204,339 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 982,868 | 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 | $ (153,462) | $ (34,661) |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2025 | $ 141,658 | |
2026 | 141,658 | |
2027 | 141,658 | |
2028 | 141,658 | |
2029 | 141,658 | |
Thereafter | 1,263,116 | |
Intangible assets, net | $ 1,971,406 | $ 6,204,339 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 415,933 | $ 34,661 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges | $ 3,817,000 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Salaries, wages and benefits | $ 166,438 | $ 73,375 |
Professional and consulting fees | 747,794 | 440,215 |
Selling, general and administrative | 1,854,198 | 500,000 |
Current portion of auto loan | 23,662 | |
Interest | 260,216 | 61,722 |
Deferred revenue | 30,343 | |
Settlement claim WTRV share distribution | 4,212,022 | |
Other | 9,556 | 26,135 |
Total | $ 7,304,229 | $ 1,101,447 |
WARRANT DERIVATIVE LIABILITIE_2
WARRANT DERIVATIVE LIABILITIES (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2024 | 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) | $ 0.02 | $ 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 | 155% | 110% |
Risk-free interest rate | 4.60% | 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 ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair Value Warrants | $ 15,896 | $ 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 Twenty One [Member] | Inception [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair Value Warrants | 11,201,869 | |
August Six Two Thousand Twenty 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 | |
August Six Two Thousand Twenty One One [Member] | Inception [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair Value Warrants | 744,530 | |
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 | $ 15,896 | |
April Twenty Seven Two Thousand Twenty Three [Member] | Inception [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair Value Warrants | $ 3,334,246 |
WARRANT DERIVATIVE LIABILITIE_4
WARRANT DERIVATIVE LIABILITIES (Details 2) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Warrant Derivative Liabilities | ||
Beginning balance | $ 6,264 | $ 4,318,630 |
Issuances of warrants - derivative liabilities | 3,334,246 | |
Change in fair value of warrant derivative liabilities | (3,324,614) | (4,312,366) |
Ending balance | $ 15,896 | $ 6,264 |
WARRANT DERIVATIVE LIABILITIE_5
WARRANT DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 06, 2021 | Apr. 27, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
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 | |||
Fair value of warrants estimated | $ 0 | |||
Exercise of warrant shares (in Dollars per share) | $ 3.28 | |||
Convertible notes | 3,334,246 | |||
Fair value of derivative liabilities | 3,324,614 | $ 4,312,366 | ||
Convertible Notes Payable [Member] | ||||
Offsetting Assets [Line Items] | ||||
Senior secured convertible promissory note | $ 6,875,000 | |||
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 | |||
Placement Agent Warrants [Member] | Warrant [Member] | ||||
Offsetting Assets [Line Items] | ||||
Fair value of warrants estimated | $ 744,530 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 7,143,732 | $ 461,258 |
Less: current portion | (7,017,677) | (311,542) |
Long-term debt, net of current portion | 126,055 | 149,716 |
Convertible Note One [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 291,036 | 291,036 |
Promissory Notes And Other [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,828,218 | |
Senior Secured Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 3,874,762 | |
Auto Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 149,716 | $ 170,222 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Debt Disclosure [Abstract] | ||
2025 | $ 7,017,677 | |
2026 | 27,303 | |
2027 | 31,505 | |
2028 | 36,354 | |
2029 | 30,892 | |
Thereafter | ||
Total | $ 7,143,732 | $ 461,258 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 222,044 | $ 64,598 |
NOTES PAYABLE AND RELATED PAR_3
NOTES PAYABLE AND RELATED PARTIES (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Short-Term Debt [Line Items] | |||
Beginning balance | |||
Amortization of discounts | 5,979,889 | $ 47,515 | |
Ending balance | 3,874,762 | ||
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 | 5,691,671 | ||
Principal converted to Common Stock and gain on conversion | (2,630,091) | ||
Less: debt discount - reclassification to derivative liability | [1] | (4,686,818) | |
Ending balance | $ 3,874,762 | ||
[1]This amount also includes discount related to the warrants issued with the convertible note (see note 11). |
NOTES PAYABLE AND RELATED PAR_4
NOTES PAYABLE AND RELATED PARTIES (Details 1) | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Short-Term Debt [Line Items] | |
Beginning balance | $ 6,264 |
Ending balance | 15,896 |
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 | (1,352,322) |
Ending balance |
NOTES PAYABLE AND RELATED PAR_5
NOTES PAYABLE AND RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 09, 2024 | Nov. 14, 2023 | Nov. 08, 2023 | Oct. 16, 2023 | Apr. 27, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||
Allocation cost | $ 2,135,065 | $ 346,000 | |||||
Related party advance | $ 17,511,416 | 1,378,294 | |||||
Stated value par share | $ 25,000 | ||||||
Conversion Price | $ 0.51 | ||||||
Matured date | Jun. 16, 2025 | ||||||
Amortization original issue discount | $ 208,218 | ||||||
Accrued interest | $ 47,739 | ||||||
Stated interest rate | 18% | ||||||
Amortization original issue discount | $ 5,979,889 | ||||||
Amortization of conversion option | 4,379,239 | ||||||
Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Original issue discount | $ 6,875,000 | 1,375,000 | |||||
Matured date | Apr. 27, 2024 | ||||||
Proceeds from issuance of debt | $ 5,400,000 | ||||||
Accrued interest | $ 46,694 | ||||||
Stated interest rate | 18% | ||||||
Amortization original issue discount | $ 1,312,432 | ||||||
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 | $ 20,000 | $ 60,000 | |||||
Matured date | Feb. 14, 2024 | ||||||
Interest rate | 15% | 10% | |||||
Principal amount | $ 1,770,000 | 660,000 | |||||
Proceeds from issuance of debt | $ 1,750,000 | $ 60,000 | |||||
Accrued interest | $ 38,190 | ||||||
Stated interest rate | 18% | ||||||
Amortization original issue discount | $ 60,000 | ||||||
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 | ||||||
Accrued interest | $ 16,259 | ||||||
Stated interest rate | 18% | ||||||
Amortization original issue discount | $ 10,000 | ||||||
Ault Alliance Inc [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Original issue discount | $ 10,000 | ||||||
Matured date | Jan. 19, 2024 | ||||||
Interest rate | 18% | ||||||
Series D Convertible Preferred Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
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 ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Change in fair value of preferred stock derivative liabilities | $ 28,611,759 | |
Redemption of Series A | (1,305,000) | |
Change in fair value of preferred stock derivative liabilities | (28,611,759) | |
Bit Nile Metaverse Series A [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 1,025,202 | |
Reclassification of mezzanine equity to preferred stock liability | 10,096,664 | |
Gain on fair value at inception | (2,878,345) | |
Conversion of preferred stock for Common Stock | (541,667) | |
Change in fair value of preferred stock derivative liabilities | 1,658,789 | (5,016,450) |
Reclassification - advances to AAI, former parent of BNC | 1,940,000 | |
Redemption of Series A | (1,305,000) | (635,000) |
Change in fair value of preferred stock derivative liabilities | (1,658,789) | 5,016,450 |
Gain on conversion of derivative liability | (1,413) | |
Ending balance | $ 1,025,202 |
PREFERRED STOCK (Details 1)
PREFERRED STOCK (Details 1) - Black Scholes Valuation Model [Member] - Preferred Stock [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Expected dividend yield | ||
Inception [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 2 years | |
Expected volatility | 108% | |
Expected dividend yield | ||
Risk-free interest rate | 3.69% | |
Market price (in Dollars per share) | $ 22.80 | |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 8 months 1 day | 1 year 7 months 28 days |
Expected volatility | 110% | 108% |
Risk-free interest rate | 3.81% | 3.48% |
Market price (in Dollars per share) | $ 0.02 | $ 22.80 |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 1 year 7 months 28 days | 2 years |
Expected volatility | 155% | 110% |
Risk-free interest rate | 4.59% | 3.88% |
Market price (in Dollars per share) | $ 1.15 | $ 3.60 |
PREFERRED STOCK (Details 2)
PREFERRED STOCK (Details 2) - Black Scholes Valuation Model [Member] - Series B And Series C Preferred Stock [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Expected dividend yield | ||
Inception [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 2 years | |
Expected volatility | 110% | |
Expected dividend yield | ||
Risk-free interest rate | 4.17% | |
Market price (in Dollars per share) | $ 6 | |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 1 year 11 months 4 days | 2 years |
Expected volatility | 110% | |
Risk-free interest rate | 3.48% | 4.17% |
Market price (in Dollars per share) | $ 3.52 | $ 6 |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Expected term | 1 year 4 months 20 days | 1 year 11 months 4 days |
Expected volatility | 114% | |
Risk-free interest rate | 4.74% | 3.48% |
Market price (in Dollars per share) | $ 0.67 | $ 3.52 |
PREFERRED STOCK (Details 3)
PREFERRED STOCK (Details 3) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Beginning balance | $ 4,312,366 | |
Change in fair value of preferred stock derivative liabilities | $ 28,611,759 | |
Ending balance | 3,324,614 | 4,312,366 |
Series B And Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 18,830,760 | |
Change in fair value of preferred stock derivative liabilities | (18,287,228) | (23,595,309) |
Reclassification to equity | (543,532) | |
Ending balance | 18,830,760 | |
Recognition of derivative liability at inception | 53,913,000 | |
Gain on fair value at inception | $ (11,486,931) |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |||||||
Nov. 14, 2023 | Apr. 04, 2023 | Feb. 08, 2023 | Nov. 09, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 07, 2023 | Nov. 28, 2022 | Jun. 08, 2022 | |
Class of Stock [Line Items] | |||||||||
Common stock shares issued | 32,634,808 | 1,383,832 | |||||||
Derivative liabilities | $ 7,218,319 | ||||||||
Value of derivative liability | $ 3,324,614 | $ 4,312,366 | |||||||
Change in fair value | 14,365,276 | ||||||||
Conversion amount | 4,379,239 | ||||||||
Advance payments | $ 15,085,931 | ||||||||
Redemption amount | 1,405,000 | ||||||||
Dividend payable | 1,318,345 | ||||||||
Ault Lending LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
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 | 0 | ||||||||
Change in fair value | $ 1,658,789 | $ 23,595,309 | |||||||
Conversion of the preferred stock (in Shares) | 179.1 | ||||||||
Conversion amount | $ 1,413 | ||||||||
Dividend payable | $ 1,706 | ||||||||
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 | 8,994.5 | 8,637.5 | |||||||
Shares issuance for exchange | 8,637.5 | ||||||||
Preferred stock shares outstanding | 8,994.5 | 8,637.5 | |||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares issued | 1,418.8 | 1,362.5 | |||||||
Shares issuance for exchange | 1,362.5 | ||||||||
Preferred stock shares outstanding | 1,418.8 | 1,362.5 | |||||||
Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Value of derivative liability | $ 18,830,760 | $ 42,426,069 | |||||||
Dividend expense | $ 5,436,421 | ||||||||
Accrued dividend | 1,318,345 | ||||||||
Series B and C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Derivative liabilities | 543,532 | ||||||||
Change in fair value | $ 18,287,228 | ||||||||
Series D Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares purchase description | the Company entered into the SPA with AAI, pursuant to which the Company agreed to sell to AAI 603.44 shares of Series D for a total purchase price of $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. | ||||||||
Fair value of preferred stock | $ 15,085,931 | ||||||||
Numbers of shares agreed to sell | 611.2 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares issued | 611.2 | 0 | |||||||
Preferred stock shares outstanding | 611.2 | 0 | |||||||
Dividend expense | $ 86,793 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number, Beginning balance | 264,058 | 167,362 |
Weighted Average Exercise Price, Beginning balance | $ 107.93 | $ 208.20 |
Number, Granted | 2,100,905 | 133,333 |
Weighted Average Exercise Price, Granted | $ 179.10 | $ 7.50 |
Number, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Number Expired | (13,333) | (36,637) |
Weighted Average Exercise Price, Expired | ||
Number, Ending balance | 2,351,630 | 264,058 |
Weighted Average Exercise Price, Ending balance | $ 208.20 | $ 107.93 |
Intrinsic value of warrants | ||
Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 24 days | 3 years 4 months 24 days |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details 1) - Non Qualified Stock Options [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number, Beginning balance | 28,471 | 39,598 |
Weighted Average Exercise Price, Beginning balance | $ 164.10 | $ 152.10 |
Number, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number, Cancelled | (11,127) | |
Weighted Average Exercise Price, Cancelled | $ (171.90) | |
Number Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Number, Ending balance | 28,471 | 28,471 |
Weighted Average Exercise Price, Ending balance | $ 164.10 | $ 164.10 |
Intrinsic value of warrants | ||
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 6 days | 6 years 1 month 6 days |
SHAREHOLDERS' DEFICIT (Detail_2
SHAREHOLDERS' DEFICIT (Details 2) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2013 Incentive Stock Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Beginning balance | 2,250 | 4,250 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ 390 | $ 390 |
Number of Granted | ||
Weighted Average Exercise Price, Granted (in Dollars per share) | ||
Number of Options granted in exchange for shares | ||
Number of Exercised | ||
Weighted Average Exercise Price, Exercised (in Dollars per share) | ||
Number of Cancelled | (2,250) | (2,000) |
Weighted Average Exercise Price, Cancelled (in Dollars per share) | ||
Number of Forfeited | ||
Weighted Average Exercise Price, Forfeited (in Dollars per share) | ||
Number of Ending balance | 2,250 | |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ 390 | $ 390 |
Intrinsic value of options (in Dollars) | ||
Weighted Average Remaining Contractual Life (Years) | 4 years 6 months | |
Number of Ending balance | 2,250 | |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ 390 | $ 390 |
2017 Omnibus Incentive Stock Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Beginning balance | 12,449 | 19,941 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ 229.50 | $ 198.60 |
Number of Granted | ||
Weighted Average Exercise Price, Granted (in Dollars per share) | ||
Number of Exercised | (4,492) | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | ||
Number of Cancelled | ||
Weighted Average Exercise Price, Cancelled (in Dollars per share) | ||
Number of Forfeited | (3,000) | |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | ||
Number of Ending balance | 12,449 | 12,449 |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ 229.50 | $ 229.50 |
Intrinsic value of options (in Dollars) | ||
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 6 days | 6 years 1 month 6 days |
Number of Ending balance | 12,449 | 12,449 |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ 229.50 | $ 229.50 |
Number of Shares modified to options | ||
Weighted Average Exercise Price Shares modified to options (in Dollars per share) |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Apr. 12, 2022 | Oct. 19, 2023 | Nov. 09, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 16, 2023 | May 04, 2023 | Mar. 31, 2021 | |
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 | ||||||||
Converted amount | $ 4,379,239 | ||||||||
Converted shares | 29,580,392 | ||||||||
Company issued shares of common stock | 120,943 | ||||||||
Preferred stock dividend | $ 1,270,841 | ||||||||
Preferred stock dividend shares (in Shares) | 916,976 | ||||||||
Amount received in ATM | $ 1,655,335 | ||||||||
Common stock shares issued (in Shares) | 25,000,000 | ||||||||
Proceeds from issuance of common stock | $ 3,006,997 | ||||||||
Restricted stock shares (in Shares) | 2,833,336 | ||||||||
Considered performance grants (in Shares) | 2,166,664 | ||||||||
Stock-based compensation | $ 12,166,680 | ||||||||
Deployment Total | $ 23,000,000 | ||||||||
Common stock shares issued (in Shares) | 32,634,808 | 1,383,832 | |||||||
Estimated value per share (in Dollars per share) | $ 5 | ||||||||
Share-based compensation | $ 9,631,406 | ||||||||
Share-based compensation of stock options | $ 8,810 | 96,833 | |||||||
Accrued Share-based compensation expense | $ 645,209 | ||||||||
Non Qualified Stock Options [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Options granted | 1,567 | ||||||||
Chief Financial Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share-based compensation | $ 3,125,000 | ||||||||
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 | ||||||||
Service Grants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share-based compensation | $ 6,506,406 | ||||||||
Unrecognized share-based compensation expense | $ 8,333,320 | ||||||||
Service Grants [Member] | Chief Financial Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share-based compensation | 625,000 | ||||||||
Performance Grants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Unrecognized share-based compensation expense | 0 | ||||||||
Performance Grants [Member] | Chief Financial Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share-based compensation | $ 2,500,000 | ||||||||
Agora Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares purchased (in Shares) | 41,671,221 | ||||||||
Performance based grants | 10,833,320 | ||||||||
Share-based compensation | $ 2,351,516 | ||||||||
ELOC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock shares issued (in Shares) | 4,461,155 | ||||||||
Common stock shares purchase amount | $ 1,396,643 | ||||||||
Senior Secured Convertible Notes [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Converted amount | $ 2,630,091 | ||||||||
Converted shares | 5,194,581 | ||||||||
Bit Nile Metaverse [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock authorized (in Shares) | 500,000,000 | ||||||||
Maximum [Member] | Non Qualified Stock Options [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock price | $ 388.50 | ||||||||
Exercise price | $ 167.70 | ||||||||
Expected term | 6 years 9 months | ||||||||
Discount rate | 2.70% | ||||||||
Volatility | 91% | ||||||||
Maximum [Member] | Bit Nile Metaverse [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Authorized shares (in Shares) | 100,000,000 | ||||||||
Minimum [Member] | Non Qualified Stock Options [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock price | $ 62.40 | ||||||||
Exercise price | $ 157.50 | ||||||||
Expected term | 5 years | ||||||||
Discount rate | 1.90% | ||||||||
Volatility | 60% | ||||||||
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 ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Discount rate | 10% | |
Right of use assets | $ 247,261 | |
Operating lease liabilities | 242,213 | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Purchase aggregating obligations | 1,750,000 | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Purchase aggregating obligations | $ 1,000,000 | |
Guy Care Operating Lease [Member] | ||
Loss Contingencies [Line Items] | ||
Lease commenced date | Dec. 01, 2023 | |
Discount rate | 10% | |
Right of use assets | $ 270,007 | |
Operating lease liabilities | $ 270,007 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities gains and losses | $ 24,623,202 | $ 19,862,226 |
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] | ||
Derivative liabilities | ||
Investments | ||
Bitcoin | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Investments | ||
Bitcoin | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 15,896 | 19,862,226 |
Investments | $ 7,219,765 | 9,224,785 |
Bitcoin |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ (10,637,441) | |
Net change in unrealized (depreciation) appreciation included in earnings | $ 32,924,126 | |
Reclassification from mezzanine equity | (10,096,664) | |
Recognition of derivative liability at inception on Series B and Series C preferred stock | (53,913,000) | |
Gain on derivative at inception of amendment | 14,365,276 | |
Net change in investment - WTRV | (20,775,215) | |
Purchases | 30,000,000 | |
Sales/conversions to equity | 541,666 | |
Issuance - convertible notes with warrants | (4,686,817) | |
Redemption of derivative liabilities and preferred, net | 633,338 | |
Series B and Series C preferred conversion to equity | 543,532 | |
Net change in fair value included in earnings | 24,623,202 | |
Ending balance | 10,475,814 | (10,637,441) |
Beginning balance | $ (11,272,441) | (4,318,630) |
Ending balance | $ (11,272,441) |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 247,261 | |
Operating lease liability - current | 42,461 | |
Operating lease liability - non-current | $ 199,752 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 30,952 | |
Short-term lease cost | $ 160,157 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 36,000 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 270,007 | |
Weighted-average remaining lease term - operating leases | 3 years 2 months 12 days | |
Weighted-average discount rate - operating leases | 10% |
LEASES (Details 3)
LEASES (Details 3) | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2025 | $ 65,719 |
2026 | 101,257 |
2027 | 104,295 |
2028 | 17,727 |
Thereafter | |
Imputed interest | (46,785) |
Total lease liability | $ 242,213 |
LEASES (Details 4)
LEASES (Details 4) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Leases [Abstract] | ||
2025 | $ 69,598 | |
2026 | 76,678 | |
2027 | 85,728 | |
2028 | 15,257 | |
Right-of-use assets, operating leases | $ 247,261 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Agora [Member] $ in Thousands | Nov. 13, 2021 USD ($) |
Related Party Transaction [Line Items] | |
Amount raised | $ 7,500 |
Interest rate | 10% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21% | 21% |
State income taxes at statutory rate | (4.14%) | 2.95% |
Permanent differences and one-time adjustments | 1.23% | (10.78%) |
True-up impact | (16.61%) | (6.31%) |
Change in valuation allowance | (1.48%) | (6.83%) |
Totals | 0% | 0.03% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Deferred tax assets: | ||
Net operating losses | $ 50,041,937 | $ 43,516,584 |
Accrued expenses | 309,804 | 253,377 |
Stock options | 8,917,673 | 10,348,313 |
ROU liability | 52,066 | 86,321 |
Intangibles – other | 820,507 | |
Depreciation, fixed asset gain/loss and other | 1,173,192 | 1,412,142 |
Total deferred tax assets | 61,315,179 | 55,616,737 |
Deferred tax liabilities: | ||
ROU assets | (53,151) | (84,656) |
Total deferred tax assets, net liabilities | 61,262,028 | 55,532,081 |
Valuation allowance | (61,262,028) | (55,532,081) |
Net deferred tax assets/liabilities |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Foreign Tax Jurisdiction [Member] | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating loss carryforward | $ 237,427,825 |
Operating loss carryforward description | Out of the $237,427,825 federal net operating loss carryforward $132,469,245 began to expire on April 1, 2024 and $104,958,580 will have an indefinite life. |
State and Local Jurisdiction [Member] | AZERBAIJAN | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating loss carryforward | $ 120,417 |
State and Local Jurisdiction [Member] | CANADA | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating loss carryforward | 821,038 |
State and Local Jurisdiction [Member] | MONTSERRAT | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating loss carryforward | 528,873 |
State and Local Jurisdiction [Member] | UT [Member] | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating loss carryforward | $ 2,759,892 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Segment Reporting Information [Line Items] | |||
BNS revenue | $ 64,350 | ||
RiskOn360 revenue | 239,839 | ||
GuyCare revenue | 28,236 | ||
Cost of revenue | 2,174,054 | ||
Gross (loss) income before other expenses | (1,841,629) | ||
Salaries, wages and benefits | 3,764,139 | 1,263,537 | |
Professional fees | 1,161,218 | ||
Selling, general and administration | 26,143,265 | 4,049,317 | |
Depreciation and amortization | 4,403,472 | 117,151 | |
Total operating expenses | 35,472,094 | ||
Operating loss | (37,313,723) | (6,387,552) | |
Other income | 11,984,416 | ||
Loss from discontinued operations | (9,163,293) | ||
Net Loss | (34,492,600) | (87,361,603) | |
Segment assets | 10,669,093 | $ 23,775,517 | |
BNS [Member] | |||
Segment Reporting Information [Line Items] | |||
BNS revenue | [1] | 64,350 | |
RiskOn360 revenue | [1] | ||
GuyCare revenue | [1] | ||
Cost of revenue | [1] | 114,748 | |
Gross (loss) income before other expenses | [1] | (50,398) | |
Salaries, wages and benefits | [1] | 3,206,957 | |
Professional fees | [1] | 1,161,218 | |
Selling, general and administration | [1] | 24,997,442 | |
Depreciation and amortization | [1] | 4,398,882 | |
Total operating expenses | [1] | 33,764,499 | |
Operating loss | [1] | (33,814,897) | |
Other income | [1] | 11,984,416 | |
Loss from discontinued operations | [1] | ||
Net Loss | [1] | (21,830,481) | |
Segment assets | [1] | 7,383,966 | |
Risk On 360 [Member] | |||
Segment Reporting Information [Line Items] | |||
BNS revenue | |||
RiskOn360 revenue | 239,839 | ||
GuyCare revenue | |||
Cost of revenue | 2,058,024 | ||
Gross (loss) income before other expenses | (1,818,185) | ||
Salaries, wages and benefits | 202,786 | ||
Professional fees | |||
Selling, general and administration | 969,420 | ||
Depreciation and amortization | 1,912 | ||
Total operating expenses | 1,174,118 | ||
Operating loss | (2,992,303) | ||
Other income | |||
Loss from discontinued operations | |||
Net Loss | (2,992,303) | ||
Segment assets | 2,807,151 | ||
Guy Care [Member] | |||
Segment Reporting Information [Line Items] | |||
BNS revenue | |||
RiskOn360 revenue | |||
GuyCare revenue | 28,236 | ||
Cost of revenue | 1,282 | ||
Gross (loss) income before other expenses | 26,954 | ||
Salaries, wages and benefits | 354,396 | ||
Professional fees | |||
Selling, general and administration | 176,403 | ||
Depreciation and amortization | 2,678 | ||
Total operating expenses | 533,477 | ||
Operating loss | (506,523) | ||
Other income | |||
Loss from discontinued operations | |||
Net Loss | (506,523) | ||
Segment assets | 353,002 | ||
Discontinued Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
BNS revenue | |||
RiskOn360 revenue | |||
GuyCare revenue | |||
Cost of revenue | |||
Gross (loss) income before other expenses | |||
Salaries, wages and benefits | |||
Professional fees | |||
Selling, general and administration | |||
Depreciation and amortization | |||
Total operating expenses | |||
Operating loss | |||
Other income | |||
Loss from discontinued operations | (9,163,293) | ||
Net Loss | (9,163,293) | ||
Segment assets | $ 124,974 | ||
[1]The BNS segment includes expenses allocated from the parent holding company. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jul. 12, 2024 | Apr. 05, 2024 | May 28, 2024 | Jun. 30, 2024 | Apr. 19, 2024 | |
Principal amount | $ 165,000 | ||||
Original issuance discount | $ 15,000 | ||||
Default fee percentage | 2% | ||||
Non-cash expense | $ 4,200,000 | ||||
Licensing fee payable, description | The licensing fee (the “Licensing Fee”) for the License during the MSA Term will be payable as follows: (i) $666,667 within five (5) days of the Execution Date; (ii) $666,667 on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $333,334 on the 15th day of each month, starting in January 2025 through the end of the MSA Term. In addition, the Company has agreed to pay MeetKai a royalty (the “Royalty”) of ten percent (10%) of all Net Income (as defined in the MSA SOW) after the Company’s askROI platform has achieved a cumulative revenue threshold of $4 million. Further, the Company shall reimburse MeetKai 100% of its Operational Costs (as defined in the MSA SOW) for maintaining the front-end and back-end of the Platform under the MSA. | ||||
Development fee payable, description | The development fee (the “Development Fee”) for the Interface during the Term will be payable as follows: (i) $166,667 within five (5) days of the Execution Date; (ii) $166,667 on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $83,333 on the 15th day of each month, starting in January 2025 through the end of the term. | ||||
Monthly payment | 500,000 | ||||
Officer [Member] | |||||
Advance from related party | $ 50,000 | ||||
Series A Preferred Stock [Member] | |||||
Number of common stock issued for dividend payable | 31,433 |