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. |