Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Mar. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-56617 | |
Entity Registrant Name | White River Energy Corp | |
Entity Central Index Key | 0001589361 | |
Entity Tax Identification Number | 45-3797537 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 609 West Dickson St. | |
Entity Address, Address Line Two | Suite 102 G | |
Entity Address, City or Town | Fayetteville | |
Entity Address, State or Province | AR | |
Entity Address, Postal Zip Code | 72701 | |
City Area Code | 800 | |
Local Phone Number | 203-5610 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 57,479,436 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
CURRENT ASSETS: | ||
Cash (including $255,053 and $251,778 in restricted cash) | $ 6,807,951 | $ 827,790 |
Receivable - Participation Agreement, net of allowance for doubtful accounts | 1,440,598 | |
Inventories - Crude Oil | 3,935 | 16,821 |
Prepaid expenses and other current assets | 1,375,015 | 334,264 |
Total current assets | 9,220,446 | 3,631,968 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 3,049,681 | 3,251,432 |
Right of use asset - operating lease | 4,179 | 100,644 |
Right of use asset - financing lease | 145,711 | 175,139 |
Oil and gas properties, full cost-method | 1,285,177 | |
Unevaluated wells in progress | 4,278,084 | 3,244,653 |
Other assets | 630,531 | |
Total non-current assets | 7,477,655 | 8,687,576 |
TOTAL ASSETS | 16,698,101 | 12,319,544 |
CURRENT LIABILITIES | ||
Accounts payable | 2,880,879 | 3,501,283 |
Accrued liabilities | 717,094 | 406,669 |
Deferred tax credits | 6,475,000 | |
Derivative liabilities | 10,483,371 | |
Deferred drilling costs | 317,350 | |
Series C Preferred Stock | 6,488,178 | |
Convertible notes payable, net of discount | 972,831 | |
Current portion of long-term debt | 90,919 | 104,950 |
Current portion of lease liability - operating lease | 4,179 | 108,117 |
Current portion of lease liability - financing lease | 36,199 | 31,629 |
Total current liabilities | 11,147,140 | 23,596,628 |
NON-CURRENT LIABILITIES | ||
Lease liability - operating lease, net of current portion | 2,119 | |
Lease liability - financing lease, net of current portion | 85,908 | 113,659 |
Long-term debt, net of current portion | 150,940 | 208,046 |
Asset retirement obligations | 1,001,588 | 1,463,931 |
Total non-current liabilities | 1,238,436 | 1,787,755 |
Total Liabilities | 12,385,576 | 25,384,383 |
COMMITMENTS AND CONTINGENCIES | ||
TEMPORARY EQUITY - Non-controlling interest | 5,013,750 | |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized and 46,805,994 and 10,166,667 shares issued and 45,586,029 and 10,166,667 shares outstanding | 4,681 | 1,017 |
Subscription receivable | (725,000) | |
Additional paid in capital | 177,166,951 | 43,453,095 |
Accumulated deficit | (177,147,858) | (59,768,952) |
Total White River Energy Corp stockholders’ deficit | (701,225) | (16,314,839) |
Non-controlling interest | 3,250,000 | |
Total stockholders’ deficit | (701,225) | (13,064,839) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 16,698,101 | 12,319,544 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock | 1 | 1 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock | ||
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock | ||
Nonrelated Party [Member] | ||
CURRENT ASSETS: | ||
Accounts receivable - related parties | 73,904 | 54,854 |
Related Party [Member] | ||
CURRENT ASSETS: | ||
Accounts receivable - related parties | 959,641 | 957,641 |
CURRENT LIABILITIES | ||
Related party advances | $ 942,870 | $ 1,182,250 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Restricted cash | $ 255,053 | $ 251,778 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 46,805,994 | 10,166,667 |
Common stock, shares outstanding | 45,586,029 | 10,166,667 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,200 | 1,200 |
Preferred stock, shares outstanding | 1,200 | 1,200 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 205.8726308 |
Preferred stock, shares outstanding | 0 | 205.8726308 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 339.663 | 0 |
Preferred stock, shares outstanding | 339.663 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||||
REVENUES | $ 13,070 | $ 260,231 | $ 395,411 | $ 616,972 | |
COSTS AND EXPENSES | |||||
Lease operating expenses | 12,728 | 212,685 | 187,486 | 505,228 | |
Salaries and salaries related costs | 3,878,613 | 2,540,366 | 12,660,080 | 4,861,432 | |
Professional and consulting fees | 2,239,129 | 2,502,156 | 4,431,541 | 2,821,430 | |
Selling, general and administrative costs | 593,691 | 4,465,761 | 4,880,578 | 9,943,659 | |
Impairment - investment | 10,000,000 | 10,000,000 | |||
Depreciation, amortization, impairment, depletion, and accretion | 101,651 | 196,308 | 1,047,046 | 6,406,201 | |
Total costs and expenses | 16,825,812 | 9,917,276 | 33,206,731 | 24,537,950 | |
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE) | (16,812,742) | (9,657,045) | (32,811,320) | (23,920,978) | |
OTHER INCOME (EXPENSE) | |||||
Change in fair value of derivative liabilities | (72,288,763) | 3,451,752 | (78,208,463) | 3,451,752 | |
Derivative expense | (10,124,521) | (3,263,470) | (10,124,521) | ||
Amortization of debt discount - Convertible Note | (203,420) | (913,278) | |||
Amortization of discount - Series C Preferred Stock | (1,145,441) | ||||
Gain on disposal of fixed assets | 1,611,151 | 173,949 | 2,974,293 | ||
Gain on disposal of wells | 775,267 | 775,267 | |||
Other income | 329,039 | ||||
Amortization of original issue discount of convertible note | (6,525) | (217,141) | (6,525) | ||
Interest expense, net of interest income | (1,882,861) | (4,985) | (2,098,048) | (9,108) | |
Total other income (expense) | (73,599,777) | (5,073,128) | (84,567,586) | (3,714,109) | |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (90,412,519) | (14,730,173) | (117,378,906) | (27,635,087) | |
DISCONTINUED OPERATIONS: | |||||
Loss from discontinued operations | (85,848) | ||||
Loss on disposal of discontinued operations | (144,654) | ||||
Total discontinued operations | (230,502) | ||||
LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (90,412,519) | (14,730,173) | (117,378,906) | (27,865,589) | |
PROVISION FOR INCOME TAXES | |||||
NET LOSS | (90,412,519) | (14,730,173) | (117,378,906) | (27,865,589) | |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | |||||
NET LOSS ATTRIBUTABLE TO WHITE RIVER ENERGY CORP | $ (90,412,519) | $ (14,730,173) | $ (117,378,906) | $ (27,865,589) | |
NET (LOSS) EARNINGS PER SHARE - BASIC | |||||
Continuing operations | $ (3.75) | $ (1.70) | $ (7.80) | $ (3.23) | |
Discontinued operations | (0.03) | ||||
NET (LOSS) EARNINGS PER SHARE | $ (3.75) | $ (1.70) | $ (7.80) | $ (3.26) | |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC | [1] | 24,087,619 | 8,671,739 | 15,042,716 | 8,557,233 |
NET (LOSS) EARNINGS PER SHARE - DILUTED | $ (3.75) | $ (1.70) | $ (7.80) | $ (3.26) | |
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED | [1] | 24,087,619 | 8,671,739 | 15,042,716 | 8,557,233 |
[1]Since the retroactive treatment is reflected and there were only Series A preferred shares issued in the exchange, no EPS for the prior periods are reflected. The 1,200 42,253,521 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) | 9 Months Ended |
Dec. 31, 2023 shares | |
Common Stock [Member] | |
Converted common shares | 42,253,521 |
Convertible Preferred Stock [Member] | |
Converted common shares | 1,200 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Series D Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | |
Balance - September 30, 2023 at Mar. 31, 2022 | $ 1 | $ 25,660,896 | $ (16,678,975) | $ 8,981,922 | |||||
Balance, shares at Mar. 31, 2022 | [1] | 1,200 | |||||||
Advances from Ecoark Holdings, Inc. to White River Holdings Corp, net | 2,597,455 | 2,597,455 | |||||||
Net loss for the period | (1,986,544) | (1,986,544) | |||||||
Balance at Jun. 30, 2022 | $ 1 | 28,258,351 | (18,665,519) | 9,592,833 | |||||
Balance, shares at Jun. 30, 2022 | [1] | 1,200 | |||||||
Balance - September 30, 2023 at Mar. 31, 2022 | $ 1 | 25,660,896 | (16,678,975) | 8,981,922 | |||||
Balance, shares at Mar. 31, 2022 | [1] | 1,200 | |||||||
Net loss for the period | (27,865,589) | ||||||||
Balance at Dec. 31, 2022 | $ 1 | $ 1,007 | 41,912,737 | (44,544,564) | (2,630,819) | ||||
Balance, shares at Dec. 31, 2022 | [1] | 1,200 | 10,066,667 | ||||||
Balance - September 30, 2023 at Jun. 30, 2022 | $ 1 | 28,258,351 | (18,665,519) | 9,592,833 | |||||
Balance, shares at Jun. 30, 2022 | [1] | 1,200 | |||||||
Advances from Ecoark Holdings, Inc. to White River Holdings Corp, net | 1,297,322 | 1,297,322 | |||||||
Net loss for the period | (11,148,872) | (11,148,872) | |||||||
Common stock issued in joint venture | $ 840 | 5,963,160 | 5,964,000 | ||||||
Common stock and warrants issued in PIPE, shares | [1] | 8,400,000 | |||||||
To record contribution of capital by RiskOn International, Inc. | 3,000,000 | 3,000,000 | |||||||
Stock-based compensation | 657,935 | 657,935 | |||||||
Balance at Sep. 30, 2022 | $ 1 | $ 840 | 39,176,768 | (29,814,391) | 9,363,218 | ||||
Balance, shares at Sep. 30, 2022 | [1] | 1,200 | 8,400,000 | ||||||
Net loss for the period | (14,730,173) | (14,730,173) | |||||||
Stock-based compensation | 1,069,469 | 1,069,469 | |||||||
Preferred shares issued in PIPE, net of classification as liability | |||||||||
Common stock issued in consulting agreement | 167 | 1,666,500 | 1,666,667 | ||||||
Balance at Dec. 31, 2022 | $ 1 | $ 1,007 | 41,912,737 | (44,544,564) | (2,630,819) | ||||
Balance, shares at Dec. 31, 2022 | [1] | 1,200 | 10,066,667 | ||||||
Balance - September 30, 2023 at Mar. 31, 2023 | $ 1 | $ 1,017 | 43,453,095 | (59,768,952) | 3,250,000 | (13,064,839) | |||
Balance, shares at Mar. 31, 2023 | [1] | 1,200 | 10,166,667 | ||||||
Net loss for the period | (15,166,868) | (15,166,868) | |||||||
Stock-based compensation | 3,720,054 | 3,720,054 | |||||||
Preferred shares issued in PIPE, net of classification as liability | |||||||||
Common stock issued for services | $ 17 | (17) | |||||||
Common stock issued for services, shares | [1] | 167,133 | |||||||
Balance at Jun. 30, 2023 | $ 1 | $ 1,034 | 47,173,132 | (74,935,820) | 3,250,000 | (24,511,653) | |||
Balance, shares at Jun. 30, 2023 | [1] | 1,200 | 10,333,800 | ||||||
Balance - September 30, 2023 at Mar. 31, 2023 | $ 1 | $ 1,017 | 43,453,095 | (59,768,952) | 3,250,000 | (13,064,839) | |||
Balance, shares at Mar. 31, 2023 | [1] | 1,200 | 10,166,667 | ||||||
Net loss for the period | (117,378,906) | ||||||||
Balance at Dec. 31, 2023 | $ 1 | $ 4,681 | (725,000) | 177,166,951 | (177,147,858) | (701,225) | |||
Balance, shares at Dec. 31, 2023 | [1] | 1,200 | 339.663 | 46,805,994 | |||||
Balance - September 30, 2023 at Jun. 30, 2023 | $ 1 | $ 1,034 | 47,173,132 | (74,935,820) | 3,250,000 | (24,511,653) | |||
Balance, shares at Jun. 30, 2023 | [1] | 1,200 | 10,333,800 | ||||||
Net loss for the period | (11,799,519) | (11,799,519) | |||||||
Stock-based compensation | 2,417,901 | 2,417,901 | |||||||
Preferred shares issued in PIPE, net of classification as liability | |||||||||
Common stock issued for services | $ 50 | 619,950 | 620,000 | ||||||
Common stock issued for services, shares | [1] | 500,000 | |||||||
Conversion of Series C Preferred stock to common stock | $ 846 | (290,000) | 9,063,773 | 8,774,619 | |||||
Series D shares issued for conversion of common stock, shares | [1] | 8,465,633 | |||||||
Reclassification of derivative liability upon extinguishment of convertible notes | (3,250,000) | (3,250,000) | |||||||
Balance at Sep. 30, 2023 | $ 1 | $ 1,930 | (290,000) | 59,274,756 | (86,735,339) | (27,748,652) | |||
Balance, shares at Sep. 30, 2023 | [1] | 1,200 | 19,299,433 | ||||||
Net loss for the period | (90,412,519) | (90,412,519) | |||||||
Common stock issued in joint venture | $ 1,000 | 9,499,000 | 9,500,000 | ||||||
Common stock and warrants issued in PIPE, shares | [1] | 17,006,561 | |||||||
Stock-based compensation | 1,784,840 | 1,784,840 | |||||||
Preferred shares issued in PIPE, net of classification as liability | |||||||||
Common stock issued in consulting agreement, shares | 1,666,667 | ||||||||
Common stock issued for services | $ 50 | 424,950 | 425,000 | ||||||
Common stock issued for services, shares | [1] | 500,000 | |||||||
Conversion of Series C Preferred stock to common stock | |||||||||
Series D shares issued for conversion of common stock, shares | [1] | 243.993 | |||||||
Reclassification of derivative liability upon extinguishment of convertible notes | 92,280,778 | 92,280,778 | |||||||
Common stock and warrants issued in PIPE | $ 1,701 | (475,000) | 13,212,216 | 12,738,917 | |||||
Common stock issued in joint venture, shares | [1] | 10,000,000 | |||||||
Series D shares issued for services | 530,954 | 530,954 | |||||||
Series D shares issued for services, shares | 95.67 | ||||||||
Proceeds from subscription receivable | 40,000 | 40,000 | |||||||
Gain on sale to related parties | 159,457 | 159,457 | |||||||
Balance at Dec. 31, 2023 | $ 1 | $ 4,681 | $ (725,000) | $ 177,166,951 | $ (177,147,858) | $ (701,225) | |||
Balance, shares at Dec. 31, 2023 | [1] | 1,200 | 339.663 | 46,805,994 | |||||
[1]The Company had converted 1,219,965 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 9 Months Ended |
Dec. 31, 2023 shares | |
Common Class D [Member] | |
Conversion into common shares | 1,219,965 |
Condensed Consolidated Stateme
Condensed Consolidated Statements of CashFlows (Unaudtied) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES FROM OPERATIONS | ||
Net loss | $ (117,378,906) | $ (27,865,589) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Depreciation, amortization, depletion, accretion and impairment | 1,047,046 | 6,406,201 |
Share-based compensation | 7,922,795 | 1,727,404 |
Bad debt | 2,206,759 | 50,895 |
Fees paid in termination of note payable | 65,065 | |
Loss on disposal of Norr and Elysian | 144,654 | |
(Gain) on disposal of fixed assets | (173,949) | (405,052) |
(Gain) on disposal of oil and gas properties | (775,267) | |
Impairment of investment on tax credits | 10,000,000 | |
Change in fair value of derivative liability | 78,208,463 | (3,451,752) |
Common and preferred stock issued for services | 1,575,954 | 1,666,667 |
Derivative expense | 3,263,470 | 10,124,521 |
Amortization of discounts - convertible notes | 1,130,419 | 6,525 |
Expense recorded for advances from related parties | 1,757,183 | 50,000 |
Commissions expensed for non-controlling interest | 78,750 | |
Amortization of discount - Series C Preferred Stock | 1,145,441 | |
Changes in assets and liabilities | ||
Accounts receivable | (945,182) | (290,103) |
Accounts receivable - related parties | (2,000) | |
Receivable - Participation Agreement | 159,971 | (1,597,632) |
Inventory | 12,886 | 3,702 |
Prepaid expenses and other assets | (410,220) | (721,865) |
Advances from issuance of tax credits | 6,475,000 | |
Amortization of right of use asset - operating leases | 96,465 | 107,104 |
Amortization of right of use asset - financing leases | 29,428 | 5,173 |
Deferred drilling costs | (317,350) | 3,243,153 |
Contribution from RiskOn International, Inc. | 3,884,620 | |
Operating lease expense | (105,917) | (115,843) |
Accrued payable and accrued liabilities | (332,413) | 630,798 |
Total adjustments | 112,047,732 | 21,534,235 |
Net cash used in operating activities of continuing operations | (5,331,174) | (6,331,354) |
Net cash used in discontinued operations | (91,279) | |
Net cash used in operating activities | (5,331,174) | (6,422,633) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions of oil and gas properties | (1,175,396) | (214,197) |
Investments in tax credits | (500,000) | |
Advances on note receivable | (200,000) | |
Payments received from note receivable | 200,000 | |
Proceeds from the disposal of fixed assets | 235,835 | |
Proceeds from the sale of oil and gas properties | 1,100,000 | 999,999 |
Purchase of fixed assets | (4,600) | (1,096,442) |
Net cash used in investing activities | (344,161) | (310,640) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase (decrease) in cash overdraft | (27,918) | |
Repayments of advances from related parties | (7,720,489) | |
Advances from related parties | 5,723,926 | |
Repayment of convertible note | (2,777,776) | |
Proceeds from Series C Preferred Stock, net | 1,181,000 | 4,721,816 |
Proceeds from RiskOn International, Inc. in acquisition of White River | 3,000,000 | |
Proceeds from long-term debt | 145,266 | |
Repayment of long-term debt and note payable | (151,901) | (1,588,561) |
Payment of lease liability | (23,181) | (37,941) |
Proceeds from purchases of limited partnership interests | 1,685,000 | |
Proceeds from sale of common stock and warrants in PIPE | 12,738,917 | |
Proceeds from issuance of convertible note | 1,000,000 | 1,485,000 |
Net cash provided by financing activities | 11,655,496 | 7,697,662 |
NET INCREASE IN CASH AND RESTRICTED CASH | 5,980,161 | 964,389 |
CASH AND RESTRCITED CASH - BEGINNING OF PERIOD | 827,790 | 251,050 |
CASH AND RESTRICTED CASH - END OF PERIOD | 6,807,951 | 1,215,439 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 226,718 | 10,841 |
Cash paid for income taxes | ||
SUMMARY OF NON-CASH ACTIVITIES: | ||
Net assets acquired from Fortium Holdings Corp. | 46,157 | |
Bifurcation of derivative liability from convertible note | 923,956 | |
ROU asset acquired for lease liability - financing leases | 189,705 | |
Gain on sale of oil wells to related party | 159,457 | |
Fixed assets acquired for long-term debt and accounts payable | 103,057 | 1,587,701 |
Conversion of Series C Preferred Stock to Common Stock | 8,774,619 | |
Derivative liability recognized in issuance of convertible note | 325,474 | |
Subscription receivable recognized for Series C funding | 290,000 | |
Common stock issued for investment in joint venture | 9,500,000 | |
Derivative liability extinguished upon repayment of convertible note | $ 92,280,778 |
DESCRIPTION OF BUSINESS, BASIS
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The terms “we,” “us,” “our,” and the “Company” refer to White River Energy Corp. On September 19, 2022, the Company changed its name from Fortium Holdings Corp. to White River Energy Corp. On September 28, 2022, the Board of Directors and holders of the majority outstanding voting power approved the changing of the fiscal year of the Company from December 31 to March 31, and approved increasing the authorized capital to 505,000,000 500,000,000 200,000,000 5,000,000 The Company executed a Share Exchange Agreement (the “Exchange Agreement”) on July 25, 2022 and pursuant to the Exchange Agreement that day acquired 100 1,200 42,253,521 30 Holdings has operations in oil and gas, including exploration, production and drilling operations on over 30,000 cumulative acres of active mineral leases Louisiana, and Mississippi. On July 29, 2022, the Company filed a Certificate of Designation with the Nevada Secretary of State designating a new series of preferred stock as Series B Preferred Stock (the “Series B”). The single authorized share of Series B is entitled to vote with the Company’s common stock as a single class on any matter brought before the stockholders, and the Series B is entitled to a number of votes equal to the greater of (A) 100,000,000 votes, or (B) 50.1% of the Company’s voting power as of the applicable date of determination. On October 25, 2022, the Company filed a Certificate of Designation of the Rights, Preferences and Limitations (the “Series C Certificate of Designation”) of Series C Convertible Preferred Stock (the “Series C”) with the Nevada Secretary of State. The Series C Certificate of Designation provides for the issuance of up to 1,000 205.8726308 5,146,816 45.64 1,141,000 one 200 25,000 11.6 290,000 40,000 250,000 8,465,633 On March 18, 2021, the Company formed Norr LLC (“Norr”), a Nevada limited liability company and wholly-owned subsidiary of the Company, and commenced operations as a sports equipment and apparel manufacturer and retailer. On September 9, 2021, the Company formed Elysian, a Colorado corporation and wholly-owned subsidiary, for the purpose of engaging in cannabis operations. In September 2022, the Company sold both Norr and Elysian pursuant to a Membership Interest Purchase Agreement (“MIPA”) for Norr, and a Stock Purchase Agreement for Elysian. These entities were sold to non-related third parties for $ 1 3 On September 16, 2022, the Board of Directors and stockholders approved the name change of the Company from Fortium Holdings Corp. to White River Energy Corp. All paperwork was submitted to both the State of Nevada and to the Financial Industry Regulatory Authority (“FINRA”) on September 20, 2022 and subsequently approved. The Company has reflected the operations of both Norr and Elysian post-combination in discontinued operations and have reflected the loss on disposal of these companies in the Statements of Operations. On November 27, 2023, the Company formed White River Native CDFI LLC, a Texas limited liability company (“JV Entity”) and entered into an Operating Agreement with our joint venture partner (“JV Partner”) (see Note 3). Under the terms of the Operating Agreement, the Company has full operational control of the JV Entity and owns 100% of the membership interests. The JV Partner is entitled to receive 51% economic benefit in the event of the sale of the JV Entity (with the Company receiving the remaining 49% of such economic benefit), and the JV Partner is entitled to receive 20% net income of the JV Entity prior to any such sale, with the Company receiving the remaining 80% of net income. Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. As the acquisition of Holdings resulted in the owner of Holdings gaining control over the combined entity after the transaction, and the stockholders of the Company continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (Holdings) and was equivalent to the issuance of shares by Holdings for the net monetary assets of the Company, except for the purchase of the 8,400,000 5,917,843 The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. Therefore, the interim condensed consolidated financial statements should be read in conjunction with those reports. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year due to various factors. All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company applies the guidance of Topic 810 Consolidation Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company’s wholly-owned subsidiary, White River Energy Partners Management I, LLC (formerly White River E&P Management 1, LLC) is the general partner and the only managing partner of the White River Energy Partners I, LP (formerly White River E&P 1, LP) (“WR Fund”) has control over the WR Fund, and has the power to deploy the investments from WR Fund into the Company for the various drilling projects they undertake. The name changes became effective May 30, 2023. The Limited Partnership Agreement dated October 31, 2022 was amended by the Amended and Restated Limited Partnership Agreement effective on August 17, 2023 (dated August 15, 2023) (the “Partnership Agreement”). A subsidiary of the Company is the managing partner of WR Fund. The Company’s subsidiary, the managing general partner contributed $ 100 All distributions from the WR Fund should be made only from revenues of the WR Fund and not from capital contributions or borrowed funds, unless otherwise determined by the Company’s subsidiary, the managing general partner. The managing general partner shall have the discretion to determine on a monthly basis whether any additional distribution shall be made and the amount, if any, of such distribution. The distributions shall be paid: (a) first, to each partner (other than the managing partner which is our subsidiary), as defined in the Amended and Restated Limited Partnership Agreement, in accordance with partner’s capital contribution percentage, until the distributions paid to each partner are equal to their total capital contributions; and (b) (i) if the distributions paid to each partner during the term of the WR Fund (the “Term”) were equal to or greater than such member’s total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to each partner (other than the managing partner) and ten percent (10%) of the return of capital amount will be paid to the managing partner, (ii) if the distributions paid to each partner during the Term were less than such partner’s total capital contribution, then one hundred percent (100%) of the return of capital amount will be paid to the partners until the sum of the partners distributions during the Term and return of capital equal the unit holder’s total capital contribution, and (iii) if there are any return of capital amounts in excess of the partners’ total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to partners and ten percent (10%) of the return of capital amount will be paid to the managing partner. Any profit or loss in the WR Fund shall be allocated to the partners in such amounts as may be necessary or appropriate to cause the capital balance of each partner to equal, (a) the amounts such partners would receive if all assets on hand at the end of such year were sold for the gross asset value reflected for such assets on the books of the WR Fund, any partner that was obligated to contribute any amount to the WR Fund, or otherwise contributed such amount to the WR Fund, all liabilities of the WR Fund were satisfied in cash in accordance with their terms, and any remaining cash was distributed to the partners in accordance with the provisions for distributions; minus (b) an amount equal to such partner’s allocable share of the partnership minimum gain and nonrecourse debt minimum gain as computed on the last day of such fiscal year or other period in accordance with the applicable regulations, subject to allocations for organization and offering expenses, lease acquisition costs, depletion deductions with respect to oil and gas properties, all intangible drilling costs deductible under Section 263(c) of the Internal Revenue Code, and profits resulting from operations as determined by the managing general partner. Losses allocated to any unit holder for any taxable year shall not exceed the maximum amount of losses that may be allocated to such unit holder without causing such partner to have an adjusted capital account deficit at the end of such taxable year. All losses in excess of the limitation shall be allocated solely to the other partners. If no other partners receive an additional allocation of losses, such additional losses shall be allocated solely to the general partners as determined by the managing partner. The managing partner shall have the discretion to allocate and reallocate profit and loss so as to conform each partner’s capital account to such unit holder’s rights to distributions, insofar as reasonably possible. The consolidated financial statements include the results of the WR Fund and the Company has eliminated all intercompany transactions. The WR Fund will incur direct expenses related to both the annual management fee and oil production from the working interests it owns in oil and gas wells; the managing partner, however, does not plan to charge any indirect costs such as audit, tax, legal, or fund administration to the WR Fund. As discussed in Note 1, the Company formed and consolidated the JV Entity effective November 27, 2023. Reclassifications The Company has reclassified certain amounts in the December 31, 2022 condensed consolidated financial statements to be consistent with the December 31, 2023 presentation. These changes had no impact on the Company’s financial position or result of operations for the periods presented. Cash and Cash Equivalents Cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. The Company maintains balances in financial institutions where deposits exceed the federally insured deposit limit of $ 250,000 The Company’s restricted cash is in the form of certificates of deposit that secure our oil and gas properties. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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, cost allocation percentages, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants and conversion options, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Costs associated with unevaluated properties are excluded from the full-cost pool until the Company has made a determination as to the existence of proved reserves. The Company reviews its unevaluated properties at the end of each quarter to determine whether the costs incurred should be transferred to the full-cost pool and thereby subject to amortization. Additionally, the Company assesses all properties classified as unevaluated properties on a quarterly basis for possible impairment. During any period in which these factors indicate impairment, the cumulative drilling costs incurred to date for such properties are transferred to the full-cost pool and are then subject to depletion and the full-cost ceiling test limitation. There was $ 97,996 284,414 617,600 28,265 Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting period, to perform a test to determine the limit on the book value of our oil and gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 617,600 28,265 Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. Joint Interest Activities Certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities. Inventories Crude oil is carried at the lower of cost (last-in-first-out (LIFO)) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location. Accounting for Asset Retirement Obligation The Company follows the provisions of ASC Topic 410, “Asset Retirement and Environmental Obligations” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard requires that the Company recognize the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred. The ARO is capitalized as part of the carrying value of the assets to which it is associated and depreciated over the useful life of the asset. The ARO and the related asset retirement cost are recorded when an asset is first drilled, constructed or purchased. The asset retirement cost is determined and discounted to present value using a credit-adjusted risk-free rate over the estimated economic life of the oil and gas properties. After initial recording, the liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements resulting from changes in the estimated future costs or the estimated economic useful lives of the oil and gas properties. Subsequent adjustments in the cost estimate are reflected in the ARO liability and the amounts continue to be amortized over the useful life of the related long-lived assets. Accounts Receivable and Concentration of Credit Risk When the Company records an allowance for doubtful accounts it is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Substantially all of the Company’s accounts receivable result from joint interest billings to its working interest partners. As of December 31, 2023 and March 31, 2023, the Company had established $ 1,576,694 650,562 1,280,627 Impairment of Long-lived Assets and Goodwill ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company impaired all of their goodwill in the year ended March 31, 2023. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying values of the Company’s financial instruments such as cash, accounts receivable, prepaid expenses, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers All revenue is recorded at a point in time. In continuing operations, the Company only recognizes revenue from one source, oil and gas production and services. The Company recognizes revenue for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; and (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month. Share-Based Payment Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. Deferred Tax Credits The Company accounts for their tax credits under ASC 740. Upon purchase of the tax credit, the Company recognizes the acquired credit as a deferred tax asset and measures it under ASC 740. The difference between the purchase price of the credit and the measurement of the acquired credit as a deferred credit. The deferred credit is recognized in income tax expense in proportion to the reversal of the associated deferred tax asset. Reversal of the deferred tax credit is generally included in determining the Company’s estimated annual effective tax rate unless it is acquired in an annual period after the tax year in which it is utilized. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants and conversions of preferred stock into common stock. 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 basic weighted average number of common shares are used in the computations. Recently Issued Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company has determined this new guidance will not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt-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 Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longe |
MERGER
MERGER | 9 Months Ended |
Dec. 31, 2023 | |
Merger | |
MERGER | NOTE 2: MERGER The acquisition of Holdings was considered a reverse merger. In accordance with ASC 805-40-45-1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (White River Energy Corp) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (Holdings), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree (White River Energy Corp). That adjustment is required to reflect the capital of the legal parent. Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent. Under ASC 805-40-45-2, the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows: (a) The assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts; (b) The assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC 805); (c) The retained earnings and other equity balances of the legal subsidiary before the business combination; (d) The amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined in accordance with the guidance in ASC 805 applicable to business combinations. However, the equity structure reflects the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination. Accordingly, the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition. Fortium Holdings Corp. issued Ecoark 1,200 30,000,000 1,200 42,253,521 80 On July 25, 2022, the Company completed the share exchange transaction with Holdings. As a result of this transaction, which is accounted for as a share exchange, Holdings is a wholly owned subsidiary of the Company (the “Merger”). In accordance with the terms of the Merger, at the effective time of the Merger, the outstanding shares of the common stock of Holdings were exchanged for the 1,200 The previously existing businesses of the Company at the time of the Merger, consisting of Norr and Elysian, were sold within 60 days of the Merger taking place. The estimated allocation of the purchase price of the assets acquired and liabilities assumed for the acquisition by Holdings of Fortium Holdings Corp. via the reverse acquisition are set forth below in accordance with the guidance under ASC 805: SCHEDULE OF PURCHASE PRICE ALLOCATION Purchase Price Allocation of Fortium Holdings Corp. Current assets – inventory and deposits $ 113,472 Accounts payable and accrued expenses (67,315 ) Goodwill 5,917,843 Purchase price $ 5,964,000 This allocation is based on management’s estimated fair value of the Fortium Holdings Corp assets and liabilities as of July 25, 2022 utilizing the guidance in ASC 820-10-35 which included the measurement based on a known level one input regarding the applicable share price as well as the level of activity in the Company and the fact that the value was driven off of a business no longer included in the Company’s current operations. Fortium Holdings Corp. assets were derived from a total value of $ 5,964,000 8,400,000 0.71 4 The following table shows the unaudited pro-forma results for the nine months ended December 31, 2022, as if the acquisitions had occurred on April 1, 2022. SCHEDULE OF BUSINESS ACQUISITION Nine Months Ended December 31, 2022 (Unaudited) Revenues $ 616,972 Net loss $ (27,865,589 ) Net loss per share $ (3.23 ) The condensed consolidated statements of operations and cash flows represent the operations of Holdings for the nine months ended December 31, 2022 include cost allocations from Holding’s former parent Ecoark as discussed below. Cost Allocations The consolidated financial statements of Holdings have been prepared in connection with the expected separation and have been derived from the consolidated financial statements and accounting records of Ecoark operated on a standalone basis during the periods presented and were prepared in accordance with GAAP. The consolidated financial statements reflect allocations of certain Ecoark corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other income and expenses for interest expense on debt that portions were used for Holdings, changes in derivative liabilities on the books of Ecoark for Warrants granted in offerings of which proceeds went towards the operations of Holdings, and conversions of debt. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount, asset, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented pursuant to SAB Topic 1.B.1. The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party. Management believes the assumptions underlying our financial statements, including the assumptions regarding the allocation of general corporate expenses from the former parent company are reasonable. Nevertheless, our financial statements may not include all of the actual expenses and income that would have been incurred had we operated as a standalone company during the periods presented and may not reflect our results of operations, financial position and cash flows had we operated as a standalone company during the periods presented. Actual costs that would have been incurred if we had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. |
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT | 9 Months Ended |
Dec. 31, 2023 | |
Joint Venture Agreement | |
JOINT VENTURE AGREEMENT | NOTE 3: JOINT VENTURE AGREEMENT On November 22, 2023, the Company entered into JV Agreement with the JV Partner, pursuant to which the JV partner sold the Company $ 500,000,000 10,000,000 9,500,000 500,000 7 5.5 10,000,000 (i) 2,000,000 10,000,000 (ii) 1,000,000 100,000,000 st 100,000,000 (iii) 1,000,000 100,000,000 100,000,000 (iv) 1,000,000 100,000,000 100,000,000 (v) 1,000,000 100,000,000 100,000,000 (vi) 1,000,000 100,000,000 100,000,000 (vii) 1,000,000 nd 500,000,000 (viii) 1,000,000 500,000,000 (ix) 1,000,000 500,000,000 The initial $ 500,000,000 5.5 Under the JV Agreement, the Company agreed to use the net proceeds from the monetization of the initial $ 500,000,000 (i) first, to pay off all tax liabilities on the Company’s balance sheet (approximately $10,000,000); (ii) second, to fund potential acquisitions and other partnerships and joint ventures (up to $100,000,000); (iii) third, to purchase existing oil production including proven undeveloped reserves (up to $100,000,000); (iv) fourth, to fund a drilling program to extract oil from the Company’s oil and gas mineral leases (up to $240,000,000); and (v) fifth, to enter into midstream operations including crude oil storage tank farm and commodities trading (the remaining net proceeds estimated to be approximately $50,000,000). The JV Agreement provides for the formation of a joint venture in which the Company formed the JV Entity under the following terms: (i) the Company will own 100% of the membership interests in JV Entity, (ii) the Company will act as or appoint the manager of the JV Entity, (iii) the Company will receive 80% of the net income of the JV Entity with the JV Partner receiving the remaining 20%, (iv) JV Partner will own 51% of the remaining economic benefits of the JV Entity with 49% owned by the Company, (v) the Company will transfer its net ownership in all assets acquired with proceeds from the monetization of the Credits to the JV Entity upon either purchase of the assets or the creation of the division order of working interests at the time of assignment of ownership in economically viable drilled oil wells; and (vi) within two business days after the monetization of all or a portion of the Credits by the Company, the JV Entity will pay the JV Partner a distribution totaling $500,000 in $25,000 quarterly installments over a five year period. Pursuant to the terms in the JV Agreement, the JV Partner transferred $ 500,000,000 5,000,000,000 From November 28, 2023 through December 31, 2023, the Company sold $12,950,000 6,475,000 6,475,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2023 (unaudited) and March 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 March 31, 2023 (unaudited) Land $ 140,000 $ 140,000 Buildings ( 39 236,000 236,000 Machinery and equipment ( 3 10 3,179,421 3,141,159 Total property and equipment 3,555,421 3,517,159 Accumulated depreciation and impairment (505,740 ) (265,727 ) Property and equipment, net $ 3,049,681 $ 3,251,432 Depreciation expense for the nine months ended December 31, 2023 and 2022 was $ 247,523 123,616 In July 2023, the Company received $ 300,000 In August 2023, the Company sold a vehicle with a net value of $ 3,817 1 3,816 In August 2023, the Company disposed of $ 58,069 235,833 177,765 |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 9 Months Ended |
Dec. 31, 2023 | |
Extractive Industries [Abstract] | |
OIL AND GAS PROPERTIES | NOTE 5: OIL AND GAS PROPERTIES Activity in the nine months ended December 31, 2023 consist of the following: As of October 1, 2023, the Company sold their entire working interest in the Deshotel 24H #1 well to a third party. The Company is keeping the mineral lease and 3D seismic for future drilling projects and only selling the well bore. The working interest being sold includes the 50 2,000,000 2,000,000 1,000,000 On October 1, 2023, Sky 3D, LLC, a company controlled by the Company’s Chief Executive Officer, Randy May, purchased two oil field assets from the Company for $ 100,000 Activity in the year ended March 31, 2023 consist of the following: For the nine months ended December 31, 2022, the Company received proceeds of $ 999,999 On October 6, 2022, the Company assigned 10% of their working interest in the Harry O’Neal 20-9 well to two related parties, pursuant to the vesting of various performance conditions in the employment contracts of Mr. Randy May and Mr. Jay Puchir. There were no recognized reserves booked for this well. On October 10, 2022, the Company entered into a settlement agreement with a Harry O’Neal working interest owner whereby they granted them a 50% working interest in the Harry O’Neal 20-9 well in exchange for a full release of claims from all prior investments. There were no recognized reserves booked for this well. The WR Fund received limited partnership interests during the year ended March 31, 2023 in the amount of $ 3,244,653 1,685,000 The following table summarizes the Company’s oil and gas activities by classification as of December 31, 2023 (unaudited) and March 31, 2023. Oil and Gas Properties – Full-Cost Method SCHEDULE OF OIL AND GAS ACTIVITIES December 31, 2023 March 31, 2023 (unaudited) Oil and gas properties – full-cost pool $ 8,669,804 $ 14,052,041 Accumulated, depletion and impairment (8,669,804 ) (12,766,864 ) Oil and gas properties, net $ - $ 1,285,177 There was $ 97,996 284,414 617,600 28,265 Unevaluated Wells in Progress The following table summarizes the Company’s unevaluated wells in progress for the nine months ended December 31, 2023 and 2022. SUMMARY OF UNEVALUATED WELLS IN PROGROSS December 31, 2023 December 31, 2022 (unaudited) (unaudited) Balance – beginning of period $ 3,244,653 $ 4,936,352 Exploration costs 1,033,431 - Assignments - (28,265 ) Balance – end of period $ 4,278,084 $ 4,908,087 During the nine months ended December 31, 2023, the Company conducted two drilling projects (a) Peabody AMI 12 #18, and (b) Denmiss #1. The Company anticipates completion of these projects in its fourth fiscal quarter ending March 31, 2024. The exploration costs above represent the costs incurred for the nine months ended December 31, 2023 on those two projects. The Company reviews its unevaluated properties at the end of each quarter to determine whether the costs incurred should be transferred to the full-cost pool and thereby subject to amortization. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 9 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 6: ASSET RETIREMENT OBLIGATIONS In conjunction with the approval permitting the Company to resume drilling in the existing fields, the Company has recorded an asset retirement obligation (“ARO”) based upon the plan submitted in connection with the permit. The ARO results from the Company’s responsibility to abandon and reclaim their net share of all working interest properties and facilities. The following table summarizes activity in the Company’s ARO for the nine months ended December 31, 2023 and 2022 (unaudited): SCHEDULE OF ASSET RETIREMENT OBLIGATIONS December 31, 2023 December 31, 2022 (unaudited) (unaudited) Balance, beginning of period $ 1,463,931 $ 1,303,751 Accretion expense 83,927 52,063 Reclamation obligations settled - - Disposition due to sale of property (546,270 ) (684,679 ) Additions - - Changes in estimates - - Balance, end of period $ 1,001,588 $ 671,135 Total ARO at December 31, 2023 and 2022 shown in the table above consists of amounts for future plugging and abandonment liabilities on our wellbores and facilities based on third-party estimates of such costs, adjusted for inflation for the nine months ended December 31, 2023 and 2022, respectively. These values are discounted to present value at 8 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 7: LONG-TERM DEBT Long-term debt consisted of the following as of December 31, 2023 (unaudited) and March 31, 2023. SCHEDULE OF LONG-TERM DEBT December 31, 2023 March 31, 2023 (unaudited) Truck loan – Amur Capital (a) $ 56,323 $ 71,342 Truck loan – Mitsubishi (b) 27,026 43,332 Tractor loan – Simmons Bank (c) 32,052 43,873 Loan – Simmons Bank (e) 20,086 25,138 Rig Loan – North Mill (f) - 94,099 Loan – Amur Capital (d) 30,683 35,212 Auto loan – TD Auto (g) 75,689 - Total long-term debt 241,859 312,996 Less: current portion (90,919 ) (104,950 Long-term debt, net of current portion $ 150,940 $ 208,046 (a) On May 13, 2022, entered into long-term secured note payable for $ 87,964 April 13, 2026 11.99 monthly no (b) On June 21, 2022, entered into long-term secured note payable for $ 61,973 December 21, 2024 11.99 monthly no (c) On October 11, 2022, entered into long-term secured note payable for $ 50,142 October 11, 2025 7.99 monthly no (d) On October 18, 2022, entered into long-term secured note payable for $ 37,599 October 18, 2027 11.99 monthly no (e) In August 2022, entered into long-term note payable in the amount of $ 28,900 August 2, 2026 6.50 monthly no (f) In January 2023, entered into long-term note payable in the amount of $ 99,000 January 9, 2026 7.99 monthly (g) In June 2023, entered into long-term note payable in the amount of $ 80,764 June 2029 9.79 monthly no The following is a list of maturities as of December 31: SCHEDULE OF MATURITIES 2024 $ 90,919 2025 67,405 2026 36,177 2027 22,547 2028 16,134 Thereafter 8,677 Total $ 241,859 Interest expense on long-term debt during the nine months ended December 31, 2023 and 2022 are $ 38,252 10,841 |
SENIOR SECURED CONVERTIBLE PROM
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | NOTE 8: SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Convertible Note Transaction On December 20, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Purchaser”) whereby the Purchaser lent the Company an aggregate of $ 1,500,000 10 1,666,666.67 Pursuant to the SPA, the Company, its direct and indirect subsidiaries, and Jay Puchir and Randy May, executive officers of the Company, entered into Guarantee Agreements (the “Guarantee”) with the Purchaser pursuant to which each subsidiary and Messrs. Puchir and May personally guaranteed to the Purchaser the payment of the Note. In addition, Messrs. Puchir and May pledged the shares of the Company’s common stock they hold or have the right to acquire in the anticipated distribution of the Company’s common stock by Ecoark as collateral to secure the Company’s obligations under the Note, and each individual also executed affidavits of confession to that effect. The affidavits of confession signed by Messrs. Puchir and May in connection with their Guarantees permitted the Purchaser to obtain a judgment against them personally upon the occurrence of an event of default without having to file a lawsuit. The Note was due September 16, 2023 12 18 18 The Note was convertible into shares of the Company’s common stock at any time following the issuance date at the Purchaser’s option at a conversion price equal to the lesser of (i) $ 1.00 70 10 Under the Note, beginning on April 16, 2023 the Company was required to pay monthly installments equal to one-fourth of the original principal amount at 120% of such principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note, with each payment resulting in a reduction in the principal of the Note at 100% (as compared to 120%). Furthermore, at any time after the issuance date of the Note, the Company had the option, after written notice to the Purchaser, to prepay the Note in an amount equal to 120% of the then outstanding principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note. The Company was also required to offer to pay the Note at 120% of the principal amount plus any unpaid accrued interest, upon the occurrence of certain events including (i) a change of control or sale of assets, (ii) a sale by the Company of equity or debt securities for gross proceeds to the Company of at least $ 5 625,000 In addition, pursuant to the SPA, the Company entered into a Registration Rights Agreement with each Purchaser in which the Purchasers are entitled to “piggyback” registration rights, pursuant to which the Company has agreed to include the underlying shares of common stock from the conversion of the Note in a registration statement, if the Company files a registration statement for another purpose, subject to certain terms and conditions. On May 10, 2023, the Company entered into an amendment with the holder of the Note dated December 16, 2022, and the designated counterparty under that certain Letter Agreement dated December 16, 2022 pursuant to which the Note and Consulting Agreement (as described below under “Consulting Agreement”) were amended as follows: (A) with respect to the Note, (i) the monthly redemption payment obligation was eliminated, (ii) the mandatory prepayment amount with respect to principal was increased from 120% to 127.5%, or $ 2,125,000 2,208,333.34 2,125,000 The conversion terms of the Note required the Company to bifurcate the conversion option from the host and classify the conversion option as a derivative liability under ASC 815. The value of the derivative liability at inception was $ 923,956 On August 10, 2023, the Company entered into a second amendment to the SPA and Note pursuant to which the maturity date of the Note was extended to December 16, 2023. In connection with this amendment, the Company also entered into a new SPA with the same lender and borrowed an additional $ 1 1,111,111 1,111,111 The conversion terms of the Note 2 required the Company to bifurcate the conversion option from the host and classify the conversion option as a derivative liability under ASC 815. The value of the derivative liability at inception was $ 325,474 During the nine months ended December 31, 2023, the Company incurred interest expense of $ 149,123 217,141 913,278 Consulting Agreement On December 20, 2022, the Company entered into a Consulting Agreement with an affiliate of the Purchaser described above (the “Consultant”), pursuant to which the Company agreed to issue shares 1,666,667 1.00 90 1,666,666.67 1,666,667 The Company entered into an amendment dated September 30, 2023 to the Consulting Agreement dated December 16, 2022, with Centrecourt Asset Management LLC (“Centrecourt”) and Smithline Family Trust I (the “Trust”), pursuant to which the parties agreed as follows: (i) the Consulting Agreement was amended to provide that Centrecourt or its designee(s) are entitled to receive 446,702 243.993 1,219,965 1,666,667 1,219,965 243.993 1,219,965 95.67 530,954 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 9: DERIVATIVE LIABILITIES The Company issued Units consisting of Series C Preferred Stock and Warrants in a PIPE financing (see Note 10) and two Notes payable (see Note 8) in two transactions (“Derivative Instruments”). The Series C Warrants as well as the conversion option on the Notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of derivative financial instruments requires that the Company treat the 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 determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected term, 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 derivative instrument is estimated using the Black-Scholes valuation model. The following assumptions were used during the nine months ended December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF EACH WARRANTS Nine Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Expected term 0.20 5.00 0.70 0.75 Expected volatility 65 327 % 113 172 % Expected dividend yield - - Risk-free interest rate 3.60 5.55 % 4.64 4.73 % Exercise price $ 0.777 1.00 $ 1.00 Market price 1.09 5.00 $ 0.40 1.43 Derivative liabilities as of December 31, 2023 (unaudited) and March 31, 2023 are as follows. SCHEDULE OF REMAINING DERIVATIVE LIABILITIES December 31, 2023 March 31, 2023 (unaudited) Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 10) $ - $ 9,948,473 Fair value of conversion option on convertible notes payable (see Note 8) - 534,898 Total $ - $ 10,483,371 Activity related to the derivative liabilities for the nine months ended December 31, 2023 is as follows: SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES Beginning balance as of March 31, 2023 $ 10,483,371 Issuances of Series C Warrants – derivative liabilities 3,263,470 Issuance of Note 2 (see Note 8) 325,474 Change in fair value of derivative liabilities 78,208,463 Extinguishment of derivative liability upon repayment of convertible notes (92,280,778 ) Ending balance as of December 31, 2023 $ - The change in fair value of the derivative liability for the nine months ended December 31, 2023 was $ 78,208,463 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 10: STOCKHOLDERS’ EQUITY (DEFICIT) On September 28, 2022, the Company increased its authorized capital to 505,000,000 500,000,000 200,000,000 5,000,000 The Company executed the Exchange Agreement on July 25, 2022 and pursuant to the Exchange Agreement that day acquired 100 1,200 The Series A has a stated value of $ 30 On July 29, 2022, the Company filed a Certificate of Designation with the Nevada Secretary of State designating a new series of preferred stock, the Series B. See Note 1 under “Description of Business” for more details on the Series B. On October 25, 2022, the Company filed a Certificate of Designation of the Rights, Preferences and Limitations of Series C Convertible Preferred Stock (the “Series C Certificate of Designation”) with the Nevada Secretary of State. The Series C Certificate of Designation provides for the issuance of up to 1,000 From October 19, 2022 through September 30, 2023, the Company entered into Securities Purchase Agreements (each a “Purchase Agreement”) pursuant to which the Company sold 251.5126308 five-year 200 25,000 6,287,816 11.6 290,000 40,000 250,000 250,000 In June 2023, the Company issued 167,133 On July 27, 2023, the Company granted 500,000 1.24 620,000 On September 29, 2023, the Company issued 8,465,633 On October 13, 2023, the Company initiated an offering for a $ 20,000,000 PIPE (PIPE 2 for shares of common stock and warrants) offering on a best efforts, no minimum basis, to offer up to 25,740,026 units consisting of one share of common stock with 200% warrant coverage, at a price per unit of $ 0.777 . The warrants are five 1.00 13,213,917 under PIPE 2 of which $ 475,000 was received and deposited in the first week of January 2024 and is reflected as a subscription receivable at December 31, 2023, and issued 17,006,561 shares of common stock and 34,013,122 warrants. On November 22, 2023, the Company issued 10,000,000 On November 28, 2023, the Company issued 500,000 0.85 425,000 Restricted Stock Units From July 25, 2022 through August 15, 2022, the Company entered into advisor agreements with directors, management and consultants pursuant to which the Company agreed to issue a total of 17,450,000 0.71 1.25 12,604,500 11,950,000 8,699,500 5,500,000 3,905,000 1,000 5,000 25,000 5,500,000 5,005,000 11,925,000 10,851,750 1,000 5,000 In the three months ended June 30, 2023, the Company granted 6,150,000 In the three months ended September 30, 2023, the Company granted 2,215,000 In the three months ended December 31, 2023, the Company granted 1,000,000 1,600,000 The Company has expensed $ 7,922,795 225,000 14,689,750 SCHEDULE OF RESTRICTED STOCK UNITS RSUs Weighted Average Grant Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2023 17,425,000 $ 0.91 5.95 $ 1,568,250 Granted 9,365,000 1.19 4.75 28,304,900 Vested (4,710,000 ) (1.07 ) Exercised - - - - Forfeited or expired (2,150,000 ) (0.91 ) - - Outstanding at December 31, 2023 19,930,000 $ 1.61 10.70 $ 78,712,400 Series C Convertible Preferred Stock On October 25, 2022, the Company filed the Series C Certificate of Designation. The Certificate of Designation provides for the issuance of up to 1,000 The Company evaluated ASC 480-10-25-14 and determined that the Series C is a financial instrument that embodies an unconditional obligation that the issuer must or may settle by issuing a variable number of its equity shares and shall be classified as a liability. The Company evaluated ASC 480-10-55-22 and determined the Series C offering was considered a “share settled debt” and was measured at amortized cost and has been expensed immediately. Details of the Series C: Dividends Conversion Conversion Price The lower of (i) $1.00 and (ii) an amount equal to 80% of the 30-day VWAP of the common stock as reported on the principal market th 0.777 Negative Covenants 25 Fundamental Transaction Clause Voting Rights The Company recognized amortization of the discount on the issuance of the Series C in the amount of $ 1,145,441 Series D Convertible Preferred Stock The Series D has a stated value of $ 5,000 1.00 subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice The Company entered into an amendment dated September 30, 2023 to the Consulting Agreement dated December 16, 2022, with Centrecourt Asset Management LLC (“Centrecourt”) and Smithline Family Trust I (the “Trust”), pursuant to which the parties agreed as follows: (i) the Consulting Agreement was amended to provide that Centrecourt or its designee(s) are entitled to receive 446,702 243.993 1,219,965 1,666,667 1,219,965 243.993 1,219,965 On October 18, 2023, the Company entered into an agreement with the Trust pursuant to which the Company agreed to issue the Trust an additional 95.67 478,337 10 On October 19, 2023, following approval of the Board of Directors, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of the Series D with the Nevada Secretary of State to increase the number of authorized shares of Series D from 250 1,000 Stock Options The Company’s Board of Directors approved the adoption of the 2016 Stock-Based Compensation Plan (the “2016 Plan”) on May 12, 2016. There have been no stock options granted since 2018. As summary of option activity under the 2016 Plan as of December 31, 2023 and changes during the periods then ended are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at March 31, 2023 60,421 $ 5.20 4.77 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at December 31, 2023 60,421 $ 5.20 4.02 Exercisable at December 31, 2023 60,421 $ 5.20 4.02 Warrants As discussed herein, the Company issued 16,931,148 five-year 0.777 1.00 In addition, the Company issued 34,013,122 1.00 five years The following table reflects Warrant activity: SCHEDULE OF WARRANTS ACTIVITY Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2023 13,247,787 $ 0.777 4.59 $ - Granted 37,696,483 0.978 5.00 - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2023 50,944,270 $ 0.926 4.65 $ 167,306,752 Exercisable at December 31, 2023 50,944,270 $ 0.926 4.65 $ 167,306,752 |
LEASES
LEASES | 9 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 11: LEASES The Company has adopted ASU No. 2016-02, Leases (Topic 842) 0 18.13 For the expected term of the lease the Company used the initial terms ranging between 36 and 48 months. The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard did not result in an adjustment to retained earnings for the Company. The Company’s portfolio of leases contains operating and financing leases. As of December 31, 2023, the value of the unamortized lease right of use asset was $ 149,980 145,711 4,179 126,286 122,107 4,179 SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY Maturity of lease liability for the operating leases for the period ended December 31, 2024 $ 4,319 Imputed interest $ (140 ) Total lease liability $ 4,179 Disclosed as: Current portion $ 4,179 Non-current portion $ - SCHEDULE OF MATURITY OF FINANCE LEASE LIABILITY Maturity of lease liability for the financing leases for the period ended December 31, 2024 $ 55,427 2025 $ 55,427 2026 $ 46,189 Imputed interest $ (34,936 ) Total lease liability $ 122,107 Disclosed as: Current portion $ 36,199 Non-current portion $ 85,908 SCHEDULE OF AMORTIZATION OF RIGHT OF USE ASSET Amortization of the right of use asset for the period ended December 31, 2024 $ 48,709 2025 $ 51,667 2026 $ 49,514 Total $ 149,890 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: SCHEDULE OF TOTAL LEASE COST Nine Months ended December 31, 2023 Nine Months ended December 31, 2022 (unaudited) (unaudited) Operating lease expense $ 97,045 $ 108,366 Financing lease expense Depreciation of capitalized finance lease assets 29,429 5,173 Interest expense on finance lease liabilities 18,390 5,425 Total lease cost $ 144,864 $ 118,964 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12: RELATED PARTY TRANSACTIONS On September 1, 2022, the Company assigned 10% working interests in a well to two related parties that are controlled by officers of the Company (Sky3D, LLC, and Atikin Investments LLC) pursuant to the vesting of various performance conditions in the employment contracts of Randy May and Jay Puchir. In addition, two entities related to directors are working interest owners in wells the Company operates. As of December 31, 2023 and March 31, 2023, the Company is owed $ 414,050 683,043 545,591 274,598 959,641 957,641 The May Family Foundation controls 5.3% of the outstanding common stock of the Company as of December 31, 2023. Additionally, Atikin Investments LLC, an entity which is controlled by Jay Puchir, our Chief Executive Officer, controls 2.3 All amounts due to Ecoark were exchanged for the 1,200 28,953,510 1,200 Ecoark had previously entered into a written Participation Agreement with Ault Energy, LLC (“Ault Energy”), a subsidiary of Ault Alliance, Inc. (“Ault”). After we acquired Ecoark’s oil and gas exploration and drilling business, we orally agreed to provide Ault Energy with similar rights. In furtherance of this understanding, we entered into written Participation Agreements with Ault Energy. As a result of delays in Ault Energy meeting its payment obligations, on April 4, 2023 we entered into an agreement with Ecoark and with Ault (dated March 29, 2023) under which the parties agreed we were owed $ 3.25 3.25 1,280,627 695,646 1,280,627 695,646 Based upon Ecoark’s public filings with the SEC, Ecoark has limited cash resources and we are uncertain if it will make any further payments although Ault’s Executive Chairman has in the past assured us Ecoark will pay us. We cannot predict with certainty if and when we will receive the remaining balance due or any portion thereof from Ault for these participation rights. Due to Ault Energy’s failure to make timely payments of the full amounts, the Company has concluded that Ault Energy’s participation rights are no longer enforceable except for amounts previously paid and for which all other obligations of Ault Energy have been satisfied. The Company is under no obligation to offer Ault Energy participation rights in the future, although it may do so voluntarily. We are seeking a replacement source of capital for one or more investors to acquire Ault Energy’s interests in the affected wells. As another option, if we are unable to collect payment, we may seek to exercise creditors’ remedies for the unpaid amounts. The April 4 th On April 30, 2023, the Company purchased supplies to be used in the current drilling projects for $ 183,000 The Company from time to time will borrow amounts from related parties, principally Mr. May and to a lesser extent, its Chief Financial Officer. During the nine months ended December 31, 2023 the Company borrowed $ 5,723,926 7,720,489 1,757,183 942,870 On July 27, 2023, the Company purchased supplies to be used in the current drilling projects for $ 389,174 Commencing August 2023, the Company commenced drilling a well that we operate only for Sky3D, LLC pursuant to the Operating Agreement dated August 1, 2023 between the Company and Sky3D, LLC. This was a lease saving operation, and the Board of Directors of the Company approved a credit to the joint interest billing receivable established for amounts previously recognized as proceeds received for the drilling of this particular well. All drilling costs are included in the joint interest billing receivable for Sky 3D, LLC. On October 1, 2023, Sky 3D, LLC, a related party, purchased two oil field assets from the Company for $ 100,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 13: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the nine months ended December 31, 2023 and 2022. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. SCHEDULE OF FAIR VALUE ESTIMATES Level 1 Level 2 Level 3 December 31, 2023 Derivative liabilities $ - $ - $ - March 31, 2023 Derivative liabilities $ - $ - $ 10,483,371 The table in Note 9 shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended December 31, 2023. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 14: COMMITMENTS Participation Agreements The Company had entered into a number of Participation Agreements with third parties. We refer you to the Annual Report on Form 10-K for the year ended March 31, 2023 filed with the SEC on June 29, 2023 for all Participation Agreements entered into as of March 31, 2023. The Company has not executed any Participation Agreements during the nine months ended December 31, 2023. White River Fund The WR Fund financial statements are consolidated with the Company’s Consolidated Financial Statements since a subsidiary of the Company is the general partner of the WR Fund as discussed in Note 1 under “Principles of Consolidation.” The WR Fund is a closed-end private fund where general partners and limited partners invest into WR Fund and the WR Fund then purchases direct working interests in various oil and gas drilling projects of the Company. Subject to available cash, the Company will offer to purchase all outstanding WR Fund partnership interests (other than its subsidiary). The Company has formally committed to purchasing these partnership interests at a PV20 valuation by an independent firm. The PV20 valuation would be the present value of the remaining net cash flows from the WR Fund’s pro rata share of each oil well it has invested in during the term, discounted by 20%. The managing partner of the WR Fund, which is a wholly-owned subsidiary of the Company, shall receive a 10% carried interest, payable starting after all investor partners have received a return of capital. In addition to the offer to purchase, each partner will have the option to remain a partner or exchange the partnership unit for a new partnership in a new fund the Company is offering (if applicable). The WR Fund invested in two drilling projects in the Company during the year ended March 31, 2023. The first drilling project, the Peabody AMI 12 No 18, hit oil in January 2023 and the second oil project, the Denmiss No 1 well was spudded in August 2023. The Company is still evaluating the economic viability of the Peabody AMI 12 No. 18 well. On July 13, 2023, White River Private Capital Management (the “Manager”) and the WR Fund entered into a Managing Broker-Dealer Agreement (the “Agreement”) with Emerson Equity LLC (the “Broker”), pursuant to which the Broker agreed to serve as the managing broker-dealer to assist in selling partnership units of the WR Fund in a private placement offering for gross proceeds of up to $ 50,000,000 1,735,000 Employment Agreements and RSUs The Company’s Board of Directors approved Executive Employment Agreements pursuant to which our executive officers are entitled to the following compensation and other rights: Randy May, our Chief Executive Officer, is receiving an annual base salary of $ 420,000 5,000,000 (A) an overriding royalty interest or carried working interest to be held in perpetuity from either the Company or its subsidiaries equal to 5 (B) a 15 Jay Puchir, our Chief Financial Officer, is receiving an annual base salary of $ 367,500 5,000,000 (A) a 5 (B) a 10 Alisa Horgan, our former Chief Administrative Officer and a former member of our Board of Directors and Mr. May’s daughter, received an annual base salary of $ 180,000 189,000 2,000,000 2,000,000 10 1,600,000 400,000 Mrs. Horgan’s husband, Richard Horgan, Senior Vice President of M&A and our former Chief Executive Officer, is receiving an annual base salary of $ 210,000 2,000,000 10 Each of the above Agreements are also subject to the following severance provisions: In the event of termination by the Company without “cause” or resignation by the officer for “good reason,” each officer is entitled to receive 2.99 years’ base salary, immediate vesting of unvested equity awards and continued benefits for six months. In case of termination or adverse change in title upon a change of control, each officer is entitled to receive 2.99 years’ base salary, immediate vesting of unvested equity awards, continued benefits for 18 months and 100% of the existing target bonus, if any, for that fiscal year when the change of control occurs. Further, upon the officer’s death or disability, as defined, during the officer’s term of employment, the officer’s estate or the officer, as applicable, becomes entitled to, among other things, a $ 500,000 In the event an officer’s employment is terminated at the end of the term upon the notice of non-renewal and the officer remains employed until the end of the term, the officer will be entitled to receive six months’ base salary and continued benefits for six months. In addition, the Company agreed to the following compensation for each non-employee director: (A) an annual grant of $100,000 in RSUs which will vest on the final business day of each quarter equal to one-fourth of the total stipend, or $25,000 per quarter, with the number of shares to be determined based on the volume weighted average price of the Company’s common stock as of each quarterly vesting (the “RSU Grant”). (B) an annual cash fee of $50,000 which will vest on the final business day of each quarter equal to one-fourth of the total fee, or $12,500 per quarter (the “Cash Fees”). The director compensation set forth above is subject to upward adjustment upon the successful uplisting of the Company to a national securities exchange, whereupon the RSU Grant will be increased to $ 200,000 100,000 In addition, the Company entered into indemnification agreements with each of its officers and directors. The Company entered into five-year Employment Agreements effective May 2023 with Colin Cosgrove and Zackery Holley. Zackery Holley’s Employment Agreement was terminated effective January 2, 2024. See Note 18. Mr. Cosgrove, as Chief Executive Officer of the WR Fund Manager, receives a monthly base salary of $ 85,000 10 Mr. Holley, as Executive Vice President of the WR Fund Manager, received a monthly base salary of $ 65,000 850,000 Mr. Cosgrove is eligible for quarterly bonuses as determined by Mr. Puchir with the approval of Mr. May. Mr. Cosgrove received a grant of 2,500,000 850,000 200,000 850,000 10 See Note 10 for applicable ASC 718 disclosures related to these grants. Legal Matters The Company is a party to two separate actions in the United States District Court, Western District of Louisiana (Alexandria Division) filed on December 30, 2021. In each complaint the plaintiffs namely, in one case Steve H. Crooks and Era Lea Crooks (Case No. 1:21-CV-04457) (“Louisiana Case 1”) and in the other case Ricky Shirley and Dana Shirley (Case No. 1:21-CV-04458) (“Louisiana Case 2”), as plaintiffs who own property in Louisiana filed complaint against multiple defendants, who are involved in oil and gas drilling and production, including White River Operating, LLC (the “Operator”). The other defendants in Louisiana Case 1 are Sanchez Oil & Gas Corporation and Day Town Operating LLC. The other defendants in Louisiana Case 2 are Sanchez Oil & Gas Corporation, Day Town Operating LLC, Pryme Energy, LLC, Belle Exploration, Inc. and Kepco Operating, Inc. The complaints allege that the Operator and the other defendants acted in bad faith in removing minerals from the plaintiffs’ property, and the plaintiffs seek to recover all proceeds from the Operator on the sale of production without deducting any costs. The two cases combined total $ 299,032 The Company is the operator of leases that relate to a lawsuit filed in the 7 th On October 1, 2023, Sky 3D, LLC, a company controlled by the Company’s Chief Executive Officer, Randy May, purchased two oil field assets from the Company for $ 100,000 |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15: CONCENTRATIONS Customer Concentration 88 97 96 95 Supplier Concentration The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Commodity price risk We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including but not limited to, supply and demand. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 16: DISCONTINUED OPERATIONS In September 2022, the Company sold both Norr and Elysian. See Note 1 under “Description of Business” for more details on the sale of Norr and Elysian. The Company accounted for these sales as a disposal of the business under ASC 205-20-50-1(a) on September 20, 2022 and September 21, 2022 respectively at which time a loss was recognized. As a result of the Merger with Holdings, the current assets of $ 68,360 The Company reclassified the following operations to discontinued operations for the nine months ended December 31, 2022. SCHEDULE OF DISCONTINUED OPERATIONS 2023 2022 Revenue $ - $ 212 Operating expenses - 86,060 Other (income) loss - - Net loss from discontinued operations $ - $ (85,848 ) |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTERESTS | 9 Months Ended |
Dec. 31, 2023 | |
Redeemable Non-controlling Interests | |
REDEEMABLE NON-CONTROLLING INTERESTS | NOTE 17: REDEEMABLE NON-CONTROLLING INTERESTS The ownership interests of the WR Fund investors Company are classified as non-controlling interests. These non-controlling interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties’ ownership interests. These interests are classified and reported as redeemable non-controlling interests and are reflected as temporary equity on the consolidated balance sheet as of September 30, 2023, and have been adjusted to their approximate redemption values, after the attribution of net income or loss, pursuant to Paragraph 16C of ASC 480-10-S99-3A. The WR Fund is governed by the Limited Partnership Agreement, which was entered into in October 31, 2022 and was amended and restated on August 17, 2023 pursuant to an Amended and Restated Limited Partnership Agreement dated August 15, 2023. Under the Amended and Restated Limited Agreement, the Company has agreed, subject to its cash availability, to offer to redeem the partnership interest of all investor partners in the WR Fund within 90 days of the earlier of (i) 42 months after termination of the offering, or (ii) June 30, 2027 by purchasing their respective partnership units at a determined value using the “PV20” valuation methodology generated by an independent valuation firm, subject to the cash availability of the Company. The Company had extended the term of the WR Fund’s offering to December 31, 2023. The WR Fund offering closed on December 31, 2023. The partners will have the option to (i) accept the redemption payment, (ii) remain as a partner or (iii) elect to become partners in a subsequent fund formed by us having similar economic terms to the WR Fund by rolling their net redemption amount into such subsequent fund and receiving partnership interests therein in satisfaction of their ownership of the WR Fund. The reclassification was made at the carrying amount pursuant to Paragraph 12C of ASC 480-10-S99-3A, and subsequently adjusted to the PV20 valuation when the wells are brought online and this valuation can be measured pursuant to Paragraph 15 of ASC 480-10-S99-3A. The Company has presented in temporary equity the initial amount of $ 3,250,000 1,685,000 78,750 5,013,750 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18: SUBSEQUENT EVENTS The following events occurred from January 1, 2024 through the date of filing: Zack Holley resigned effective January 2, 2024. Mr. Holley was issued the 850,000 1,650,000 In January 2024, we raised an additional $ 225,000 289,579 579,158 Between January 1, 2024 and March 13, 2024, we raised an additional $ 17, 675 On February 16, 2024, the Company entered into a letter of intent with the JV Partner, as described under Note 3, and a third party intermediary setting forth the terms of the Company’s contemplated purchase of $ 13 3 10 1.25 In February 2024, 260.82 9,183,863 In February 2024, the Company issued 350,000 shares of common stock for vested RSUs in settlement agreements with certain terminated employees. In March 2024, the Company (i) amended the compensation and other terms with respect to the Company’s independent directors, (ii) entered into new amended Employment Agreements with the Chief Executive Officer and Chief Financial Officer, (iii) designated 50,000 50 |
DESCRIPTION OF BUSINESS, BASI_2
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. As the acquisition of Holdings resulted in the owner of Holdings gaining control over the combined entity after the transaction, and the stockholders of the Company continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (Holdings) and was equivalent to the issuance of shares by Holdings for the net monetary assets of the Company, except for the purchase of the 8,400,000 5,917,843 The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. Therefore, the interim condensed consolidated financial statements should be read in conjunction with those reports. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year due to various factors. All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges. |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company applies the guidance of Topic 810 Consolidation Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company’s wholly-owned subsidiary, White River Energy Partners Management I, LLC (formerly White River E&P Management 1, LLC) is the general partner and the only managing partner of the White River Energy Partners I, LP (formerly White River E&P 1, LP) (“WR Fund”) has control over the WR Fund, and has the power to deploy the investments from WR Fund into the Company for the various drilling projects they undertake. The name changes became effective May 30, 2023. The Limited Partnership Agreement dated October 31, 2022 was amended by the Amended and Restated Limited Partnership Agreement effective on August 17, 2023 (dated August 15, 2023) (the “Partnership Agreement”). A subsidiary of the Company is the managing partner of WR Fund. The Company’s subsidiary, the managing general partner contributed $ 100 All distributions from the WR Fund should be made only from revenues of the WR Fund and not from capital contributions or borrowed funds, unless otherwise determined by the Company’s subsidiary, the managing general partner. The managing general partner shall have the discretion to determine on a monthly basis whether any additional distribution shall be made and the amount, if any, of such distribution. The distributions shall be paid: (a) first, to each partner (other than the managing partner which is our subsidiary), as defined in the Amended and Restated Limited Partnership Agreement, in accordance with partner’s capital contribution percentage, until the distributions paid to each partner are equal to their total capital contributions; and (b) (i) if the distributions paid to each partner during the term of the WR Fund (the “Term”) were equal to or greater than such member’s total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to each partner (other than the managing partner) and ten percent (10%) of the return of capital amount will be paid to the managing partner, (ii) if the distributions paid to each partner during the Term were less than such partner’s total capital contribution, then one hundred percent (100%) of the return of capital amount will be paid to the partners until the sum of the partners distributions during the Term and return of capital equal the unit holder’s total capital contribution, and (iii) if there are any return of capital amounts in excess of the partners’ total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to partners and ten percent (10%) of the return of capital amount will be paid to the managing partner. Any profit or loss in the WR Fund shall be allocated to the partners in such amounts as may be necessary or appropriate to cause the capital balance of each partner to equal, (a) the amounts such partners would receive if all assets on hand at the end of such year were sold for the gross asset value reflected for such assets on the books of the WR Fund, any partner that was obligated to contribute any amount to the WR Fund, or otherwise contributed such amount to the WR Fund, all liabilities of the WR Fund were satisfied in cash in accordance with their terms, and any remaining cash was distributed to the partners in accordance with the provisions for distributions; minus (b) an amount equal to such partner’s allocable share of the partnership minimum gain and nonrecourse debt minimum gain as computed on the last day of such fiscal year or other period in accordance with the applicable regulations, subject to allocations for organization and offering expenses, lease acquisition costs, depletion deductions with respect to oil and gas properties, all intangible drilling costs deductible under Section 263(c) of the Internal Revenue Code, and profits resulting from operations as determined by the managing general partner. Losses allocated to any unit holder for any taxable year shall not exceed the maximum amount of losses that may be allocated to such unit holder without causing such partner to have an adjusted capital account deficit at the end of such taxable year. All losses in excess of the limitation shall be allocated solely to the other partners. If no other partners receive an additional allocation of losses, such additional losses shall be allocated solely to the general partners as determined by the managing partner. The managing partner shall have the discretion to allocate and reallocate profit and loss so as to conform each partner’s capital account to such unit holder’s rights to distributions, insofar as reasonably possible. The consolidated financial statements include the results of the WR Fund and the Company has eliminated all intercompany transactions. The WR Fund will incur direct expenses related to both the annual management fee and oil production from the working interests it owns in oil and gas wells; the managing partner, however, does not plan to charge any indirect costs such as audit, tax, legal, or fund administration to the WR Fund. As discussed in Note 1, the Company formed and consolidated the JV Entity effective November 27, 2023. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the December 31, 2022 condensed consolidated financial statements to be consistent with the December 31, 2023 presentation. These changes had no impact on the Company’s financial position or result of operations for the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. The Company maintains balances in financial institutions where deposits exceed the federally insured deposit limit of $ 250,000 The Company’s restricted cash is in the form of certificates of deposit that secure our oil and gas properties. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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, cost allocation percentages, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants and conversion options, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. |
Oil and Gas Properties | Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Costs associated with unevaluated properties are excluded from the full-cost pool until the Company has made a determination as to the existence of proved reserves. The Company reviews its unevaluated properties at the end of each quarter to determine whether the costs incurred should be transferred to the full-cost pool and thereby subject to amortization. Additionally, the Company assesses all properties classified as unevaluated properties on a quarterly basis for possible impairment. During any period in which these factors indicate impairment, the cumulative drilling costs incurred to date for such properties are transferred to the full-cost pool and are then subject to depletion and the full-cost ceiling test limitation. There was $ 97,996 284,414 617,600 28,265 |
Limitation on Capitalized Costs | Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting period, to perform a test to determine the limit on the book value of our oil and gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 617,600 28,265 |
Oil and Gas Reserves | Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. |
Joint Interest Activities | Joint Interest Activities Certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities. |
Inventories | Inventories Crude oil is carried at the lower of cost (last-in-first-out (LIFO)) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location. |
Accounting for Asset Retirement Obligation | Accounting for Asset Retirement Obligation The Company follows the provisions of ASC Topic 410, “Asset Retirement and Environmental Obligations” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard requires that the Company recognize the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred. The ARO is capitalized as part of the carrying value of the assets to which it is associated and depreciated over the useful life of the asset. The ARO and the related asset retirement cost are recorded when an asset is first drilled, constructed or purchased. The asset retirement cost is determined and discounted to present value using a credit-adjusted risk-free rate over the estimated economic life of the oil and gas properties. After initial recording, the liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements resulting from changes in the estimated future costs or the estimated economic useful lives of the oil and gas properties. Subsequent adjustments in the cost estimate are reflected in the ARO liability and the amounts continue to be amortized over the useful life of the related long-lived assets. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk When the Company records an allowance for doubtful accounts it is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Substantially all of the Company’s accounts receivable result from joint interest billings to its working interest partners. As of December 31, 2023 and March 31, 2023, the Company had established $ 1,576,694 650,562 1,280,627 |
Impairment of Long-lived Assets and Goodwill | Impairment of Long-lived Assets and Goodwill ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company impaired all of their goodwill in the year ended March 31, 2023. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets. |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying values of the Company’s financial instruments such as cash, accounts receivable, prepaid expenses, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers All revenue is recorded at a point in time. In continuing operations, the Company only recognizes revenue from one source, oil and gas production and services. The Company recognizes revenue for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; and (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. |
Deferred Tax Credits | Deferred Tax Credits The Company accounts for their tax credits under ASC 740. Upon purchase of the tax credit, the Company recognizes the acquired credit as a deferred tax asset and measures it under ASC 740. The difference between the purchase price of the credit and the measurement of the acquired credit as a deferred credit. The deferred credit is recognized in income tax expense in proportion to the reversal of the associated deferred tax asset. Reversal of the deferred tax credit is generally included in determining the Company’s estimated annual effective tax rate unless it is acquired in an annual period after the tax year in which it is utilized. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants and conversions of preferred stock into common stock. 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 basic weighted average number of common shares are used in the computations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company has determined this new guidance will not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt-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 Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. This standard will be effective for smaller reporting companies in fiscal years beginning after December 15, 2023, with early adoption permitted. The Company early adopted the new standard beginning April 1, 2023 and the adoption did not have a material impact on our consolidated financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates 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. |
Going Concern and Liquidity | Going Concern and Liquidity The accompanying financial statements for the nine months ended December 31, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company has incurred a net loss from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, and reduce the scope of the Company’s development and operations. Continuing as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. From October 1, 2023 through December 31, 2023 the Company (i) raised approximately $ 12,700,000 1,685,000 $6,475,000 |
MERGER (Tables)
MERGER (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Merger | |
SCHEDULE OF PURCHASE PRICE ALLOCATION | SCHEDULE OF PURCHASE PRICE ALLOCATION Purchase Price Allocation of Fortium Holdings Corp. Current assets – inventory and deposits $ 113,472 Accounts payable and accrued expenses (67,315 ) Goodwill 5,917,843 Purchase price $ 5,964,000 |
SCHEDULE OF BUSINESS ACQUISITION | The following table shows the unaudited pro-forma results for the nine months ended December 31, 2022, as if the acquisitions had occurred on April 1, 2022. SCHEDULE OF BUSINESS ACQUISITION Nine Months Ended December 31, 2022 (Unaudited) Revenues $ 616,972 Net loss $ (27,865,589 ) Net loss per share $ (3.23 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of December 31, 2023 (unaudited) and March 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 March 31, 2023 (unaudited) Land $ 140,000 $ 140,000 Buildings ( 39 236,000 236,000 Machinery and equipment ( 3 10 3,179,421 3,141,159 Total property and equipment 3,555,421 3,517,159 Accumulated depreciation and impairment (505,740 ) (265,727 ) Property and equipment, net $ 3,049,681 $ 3,251,432 |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Extractive Industries [Abstract] | |
SCHEDULE OF OIL AND GAS ACTIVITIES | The following table summarizes the Company’s oil and gas activities by classification as of December 31, 2023 (unaudited) and March 31, 2023. Oil and Gas Properties – Full-Cost Method SCHEDULE OF OIL AND GAS ACTIVITIES December 31, 2023 March 31, 2023 (unaudited) Oil and gas properties – full-cost pool $ 8,669,804 $ 14,052,041 Accumulated, depletion and impairment (8,669,804 ) (12,766,864 ) Oil and gas properties, net $ - $ 1,285,177 |
SUMMARY OF UNEVALUATED WELLS IN PROGROSS | The following table summarizes the Company’s unevaluated wells in progress for the nine months ended December 31, 2023 and 2022. SUMMARY OF UNEVALUATED WELLS IN PROGROSS December 31, 2023 December 31, 2022 (unaudited) (unaudited) Balance – beginning of period $ 3,244,653 $ 4,936,352 Exploration costs 1,033,431 - Assignments - (28,265 ) Balance – end of period $ 4,278,084 $ 4,908,087 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
SCHEDULE OF ASSET RETIREMENT OBLIGATIONS | The following table summarizes activity in the Company’s ARO for the nine months ended December 31, 2023 and 2022 (unaudited): SCHEDULE OF ASSET RETIREMENT OBLIGATIONS December 31, 2023 December 31, 2022 (unaudited) (unaudited) Balance, beginning of period $ 1,463,931 $ 1,303,751 Accretion expense 83,927 52,063 Reclamation obligations settled - - Disposition due to sale of property (546,270 ) (684,679 ) Additions - - Changes in estimates - - Balance, end of period $ 1,001,588 $ 671,135 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | Long-term debt consisted of the following as of December 31, 2023 (unaudited) and March 31, 2023. SCHEDULE OF LONG-TERM DEBT December 31, 2023 March 31, 2023 (unaudited) Truck loan – Amur Capital (a) $ 56,323 $ 71,342 Truck loan – Mitsubishi (b) 27,026 43,332 Tractor loan – Simmons Bank (c) 32,052 43,873 Loan – Simmons Bank (e) 20,086 25,138 Rig Loan – North Mill (f) - 94,099 Loan – Amur Capital (d) 30,683 35,212 Auto loan – TD Auto (g) 75,689 - Total long-term debt 241,859 312,996 Less: current portion (90,919 ) (104,950 Long-term debt, net of current portion $ 150,940 $ 208,046 (a) On May 13, 2022, entered into long-term secured note payable for $ 87,964 April 13, 2026 11.99 monthly no (b) On June 21, 2022, entered into long-term secured note payable for $ 61,973 December 21, 2024 11.99 monthly no (c) On October 11, 2022, entered into long-term secured note payable for $ 50,142 October 11, 2025 7.99 monthly no (d) On October 18, 2022, entered into long-term secured note payable for $ 37,599 October 18, 2027 11.99 monthly no (e) In August 2022, entered into long-term note payable in the amount of $ 28,900 August 2, 2026 6.50 monthly no (f) In January 2023, entered into long-term note payable in the amount of $ 99,000 January 9, 2026 7.99 monthly (g) In June 2023, entered into long-term note payable in the amount of $ 80,764 June 2029 9.79 monthly no |
SCHEDULE OF MATURITIES | The following is a list of maturities as of December 31: SCHEDULE OF MATURITIES 2024 $ 90,919 2025 67,405 2026 36,177 2027 22,547 2028 16,134 Thereafter 8,677 Total $ 241,859 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF EACH WARRANTS | SCHEDULE OF FAIR VALUE OF EACH WARRANTS Nine Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Expected term 0.20 5.00 0.70 0.75 Expected volatility 65 327 % 113 172 % Expected dividend yield - - Risk-free interest rate 3.60 5.55 % 4.64 4.73 % Exercise price $ 0.777 1.00 $ 1.00 Market price 1.09 5.00 $ 0.40 1.43 |
SCHEDULE OF REMAINING DERIVATIVE LIABILITIES | Derivative liabilities as of December 31, 2023 (unaudited) and March 31, 2023 are as follows. SCHEDULE OF REMAINING DERIVATIVE LIABILITIES December 31, 2023 March 31, 2023 (unaudited) Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 10) $ - $ 9,948,473 Fair value of conversion option on convertible notes payable (see Note 8) - 534,898 Total $ - $ 10,483,371 |
SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES | Activity related to the derivative liabilities for the nine months ended December 31, 2023 is as follows: SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES Beginning balance as of March 31, 2023 $ 10,483,371 Issuances of Series C Warrants – derivative liabilities 3,263,470 Issuance of Note 2 (see Note 8) 325,474 Change in fair value of derivative liabilities 78,208,463 Extinguishment of derivative liability upon repayment of convertible notes (92,280,778 ) Ending balance as of December 31, 2023 $ - |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF RESTRICTED STOCK UNITS | SCHEDULE OF RESTRICTED STOCK UNITS RSUs Weighted Average Grant Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2023 17,425,000 $ 0.91 5.95 $ 1,568,250 Granted 9,365,000 1.19 4.75 28,304,900 Vested (4,710,000 ) (1.07 ) Exercised - - - - Forfeited or expired (2,150,000 ) (0.91 ) - - Outstanding at December 31, 2023 19,930,000 $ 1.61 10.70 $ 78,712,400 |
SCHEDULE OF STOCK OPTION ACTIVITY | As summary of option activity under the 2016 Plan as of December 31, 2023 and changes during the periods then ended are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at March 31, 2023 60,421 $ 5.20 4.77 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at December 31, 2023 60,421 $ 5.20 4.02 Exercisable at December 31, 2023 60,421 $ 5.20 4.02 |
SCHEDULE OF WARRANTS ACTIVITY | The following table reflects Warrant activity: SCHEDULE OF WARRANTS ACTIVITY Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2023 13,247,787 $ 0.777 4.59 $ - Granted 37,696,483 0.978 5.00 - Exercised - - - - Forfeited or expired - - - - Outstanding at December 31, 2023 50,944,270 $ 0.926 4.65 $ 167,306,752 Exercisable at December 31, 2023 50,944,270 $ 0.926 4.65 $ 167,306,752 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY | SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY Maturity of lease liability for the operating leases for the period ended December 31, 2024 $ 4,319 Imputed interest $ (140 ) Total lease liability $ 4,179 Disclosed as: Current portion $ 4,179 Non-current portion $ - |
SCHEDULE OF MATURITY OF FINANCE LEASE LIABILITY | SCHEDULE OF MATURITY OF FINANCE LEASE LIABILITY Maturity of lease liability for the financing leases for the period ended December 31, 2024 $ 55,427 2025 $ 55,427 2026 $ 46,189 Imputed interest $ (34,936 ) Total lease liability $ 122,107 Disclosed as: Current portion $ 36,199 Non-current portion $ 85,908 |
SCHEDULE OF AMORTIZATION OF RIGHT OF USE ASSET | SCHEDULE OF AMORTIZATION OF RIGHT OF USE ASSET Amortization of the right of use asset for the period ended December 31, 2024 $ 48,709 2025 $ 51,667 2026 $ 49,514 Total $ 149,890 |
SCHEDULE OF TOTAL LEASE COST | Individual components of the total lease cost incurred by the Company is as follows: SCHEDULE OF TOTAL LEASE COST Nine Months ended December 31, 2023 Nine Months ended December 31, 2022 (unaudited) (unaudited) Operating lease expense $ 97,045 $ 108,366 Financing lease expense Depreciation of capitalized finance lease assets 29,429 5,173 Interest expense on finance lease liabilities 18,390 5,425 Total lease cost $ 144,864 $ 118,964 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ESTIMATES | 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. SCHEDULE OF FAIR VALUE ESTIMATES Level 1 Level 2 Level 3 December 31, 2023 Derivative liabilities $ - $ - $ - March 31, 2023 Derivative liabilities $ - $ - $ 10,483,371 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | The Company reclassified the following operations to discontinued operations for the nine months ended December 31, 2022. SCHEDULE OF DISCONTINUED OPERATIONS 2023 2022 Revenue $ - $ 212 Operating expenses - 86,060 Other (income) loss - - Net loss from discontinued operations $ - $ (85,848 ) |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative 1) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 11 Months Ended | |||||||||||||||||||
Nov. 28, 2023 | Nov. 22, 2023 | Oct. 13, 2023 | Sep. 29, 2023 | Jul. 27, 2023 | Oct. 25, 2022 | Jul. 25, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | [1] | Mar. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 28, 2022 | ||||
Product Information [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 200,000,000 | 500,000,000 | 500,000,000 | 505,000,000 | |||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||
Number of shares issued | 25,740,026 | |||||||||||||||||||||||
Number of units sold | 16,931,148 | 16,931,148 | 16,931,148 | 16,931,148 | ||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||
Purchase price of warrants | $ 1 | |||||||||||||||||||||||
Sale of stock number of shares issued in transaction | 45.64 | 205.8726308 | ||||||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||||||||
Stock issued price per share | $ 1.24 | |||||||||||||||||||||||
Shares granted for services, value | $ 620,000 | $ 425,000 | $ 620,000 | |||||||||||||||||||||
Shares value | $ 20,000,000 | $ 1,666,667 | ||||||||||||||||||||||
[custom:CapitalRaisedDuringPeriod-0] | $ 13,213,917 | $ 13,213,917 | $ 13,213,917 | $ 13,213,917 | ||||||||||||||||||||
Service [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued for services | 500,000 | |||||||||||||||||||||||
Stock issued price per share | $ 0.85 | |||||||||||||||||||||||
Shares value | $ 425,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1 | 1,666,667 | ||||||||||||||||||||||
Purchase price of warrants | $ 0.777 | |||||||||||||||||||||||
Number of shares issued for services | [1] | 500,000 | 500,000 | 167,133 | ||||||||||||||||||||
Shares granted for services, value | $ 50 | $ 50 | $ 17 | |||||||||||||||||||||
Conversion of Series C Preferred stock to common stock, shares | 8,465,633 | 8,465,633 | [1] | |||||||||||||||||||||
Shares value | $ 167 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 17,006,561 | 17,006,561 | [1] | 8,400,000 | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||
Sale of stock number of shares issued in transaction | 1 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 34,013,122 | 34,013,122 | ||||||||||||||||||||||
Three Non-Employee Directors [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 167,133 | |||||||||||||||||||||||
JV Partner [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 10,000,000 | |||||||||||||||||||||||
January Two Thousand Twenty Four [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Deposits | $ 475,000 | $ 475,000 | $ 475,000 | $ 475,000 | ||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Sale of stock number of shares issued in transaction, value | 40,000 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Sale of stock number of shares issued in transaction, value | $ 40,000 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Sale of stock number of shares issued in transaction, value | $ 6,287,816 | |||||||||||||||||||||||
Number of units sold | 251.5126308 | 251.5126308 | ||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | ||||||||||||||||||||||
Percentage of common stock issuable | 200% | 200% | ||||||||||||||||||||||
Purchase price of warrants | $ 25,000 | $ 25,000 | ||||||||||||||||||||||
Sale of stock number of shares issued in transaction | 11.6 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Sale of stock number of shares issued in transaction, value | $ 290,000 | |||||||||||||||||||||||
Subscriptions receivable for preferred stock | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||||||||||||
Series C Preferred Stock [Member] | January Two Thousand Twenty Four [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Sale of stock number of shares issued in transaction, value | $ 250,000 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | January Two Thousand Twenty Four [Member] | Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Sale of stock number of shares issued in transaction, value | $ 250,000 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,200 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Ecoark Holdings Inc [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,200 | |||||||||||||||||||||||
Liquidation preference value | $ 30,000,000 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Ecoark Holdings [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Percentage of outstanding shares of capital stock | 100% | |||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,000 | |||||||||||||||||||||||
[1]The Company had converted 1,219,965 |
DESCRIPTION OF BUSINESS, BASI_3
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 13 Months Ended | |||||||||||||
Nov. 22, 2023 | Oct. 13, 2023 | Sep. 29, 2023 | Oct. 25, 2022 | Jul. 29, 2022 | Jul. 25, 2022 | Dec. 31, 2023 | Apr. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | [1] | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2023 | May 30, 2023 | Sep. 28, 2022 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 200,000,000 | 505,000,000 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Number of shares issued | 25,740,026 | |||||||||||||||||
Sale of stock | 45.64 | 205.8726308 | ||||||||||||||||
Number of sale of stock, value | $ 1,141,000 | $ 5,146,816 | ||||||||||||||||
Warrant to purchase shares percentage | 200% | |||||||||||||||||
Purchase price per units of common stock | $ 25,000 | |||||||||||||||||
Stock issued during period value other | $ 12,738,917 | |||||||||||||||||
Common stock, shares outstanding | 8,400,000 | 45,586,029 | 45,586,029 | 10,166,667 | 45,586,029 | |||||||||||||
Business combination consideration | $ 5,917,843 | |||||||||||||||||
Capital contribution | $ 100 | |||||||||||||||||
Cash federally insured deposit limit | $ 250,000 | $ 250,000 | 250,000 | |||||||||||||||
Depletion of oil and gas properties | 97,996 | $ 284,414 | ||||||||||||||||
Oil impairment charges | $ 617,600 | 28,265 | ||||||||||||||||
Present value discount, percentage | 10% | |||||||||||||||||
Impairment amount recognized | $ 617,600 | $ 28,265 | ||||||||||||||||
Allowances for doubtful accounts | 1,576,694 | 1,576,694 | $ 650,562 | 1,576,694 | ||||||||||||||
Reserve for receivable under participation agreements | $ 1,280,627 | |||||||||||||||||
Proceeds from issuance of private placement | 1,685,000 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Sale of stock transaction | $ 12,700,000 | |||||||||||||||||
WR Fund Limirted Partners [Member] | ||||||||||||||||||
Distribution description | (a) first, to each partner (other than the managing partner which is our subsidiary), as defined in the Amended and Restated Limited Partnership Agreement, in accordance with partner’s capital contribution percentage, until the distributions paid to each partner are equal to their total capital contributions; and (b) (i) if the distributions paid to each partner during the term of the WR Fund (the “Term”) were equal to or greater than such member’s total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to each partner (other than the managing partner) and ten percent (10%) of the return of capital amount will be paid to the managing partner, (ii) if the distributions paid to each partner during the Term were less than such partner’s total capital contribution, then one hundred percent (100%) of the return of capital amount will be paid to the partners until the sum of the partners distributions during the Term and return of capital equal the unit holder’s total capital contribution, and (iii) if there are any return of capital amounts in excess of the partners’ total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to partners and ten percent (10%) of the return of capital amount will be paid to the managing partner. | |||||||||||||||||
Elysian [Member] | ||||||||||||||||||
Stock issued during period value other | $ 1 | |||||||||||||||||
Norr [Member] | ||||||||||||||||||
Stock issued during period value other | $ 3 | |||||||||||||||||
Investor [Member] | ||||||||||||||||||
Sale of stock | 11.6 | |||||||||||||||||
Deposits | 290,000 | $ 290,000 | $ 290,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||||
Sale of stock | 1 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Number of shares issued | 1 | 1,666,667 | ||||||||||||||||
Conversion of Series C Preferred stock to common stock, shares | 8,465,633 | 8,465,633 | ||||||||||||||||
Stock issued during period value other | $ 1,701 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Voting rights, description | The single authorized share of Series B is entitled to vote with the Company’s common stock as a single class on any matter brought before the stockholders, and the Series B is entitled to a number of votes equal to the greater of (A) 100,000,000 votes, or (B) 50.1% of the Company’s voting power as of the applicable date of determination. | |||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||
Number of shares issued | 1,000 | |||||||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||||||
Common stock, shares authorized | 42,253,521 | |||||||||||||||||
Preferred stock value | $ 30,000,000 | |||||||||||||||||
Share Exchange Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||
Number of shares issued | 1,200 | |||||||||||||||||
Share Exchange Agreement [Member] | Ecoark Holdings [Member] | ||||||||||||||||||
Percentage of outstanding shares of capital stock | 100% | |||||||||||||||||
Joint Venture Agreement [Member] | ||||||||||||||||||
Proceeds from sale of credits | $ 6,475,000 | $ 6,475,000 | ||||||||||||||||
Joint Venture Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Number of shares issued | 10,000,000 | |||||||||||||||||
Fortium Holding Corp [Member] | ||||||||||||||||||
Increase in shares authorized | 505,000,000 | |||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 200,000,000 | ||||||||||||||||
Fortium Holdings Corp [Member] | ||||||||||||||||||
Number of shares issued | 1,200 | |||||||||||||||||
Common stock, shares outstanding | 8,400,000 | 8,400,000 | 8,400,000 | |||||||||||||||
Sale of stock transaction | $ 30,000,000 | |||||||||||||||||
[1]The Company had converted 1,219,965 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) | Dec. 31, 2023 USD ($) |
Merger | |
Current assets – inventory and deposits | $ 113,472 |
Accounts payable and accrued expenses | (67,315) |
Goodwill | 5,917,843 |
Purchase price | $ 5,964,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) | 9 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Merger | |
Revenues | $ 616,972 |
Net loss | $ (27,865,589) |
Net loss per share | $ / shares | $ (3.23) |
MERGER (Details Narrative)
MERGER (Details Narrative) - USD ($) | 3 Months Ended | |||||
Oct. 13, 2023 | Sep. 30, 2022 | Jul. 25, 2022 | Jul. 25, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | |
Number of shares issued | 25,740,026 | |||||
Purchase price | $ 5,964,000 | |||||
Common stock, shares outstanding | 8,400,000 | 8,400,000 | 45,586,029 | 10,166,667 | ||
Closing price | $ 0.71 | $ 0.71 | ||||
Sale of entities | $ 4 | |||||
Series A Preferred Stock [Member] | ||||||
Number of shares issued | 1,200 | |||||
Common Stock [Member] | ||||||
Number of shares issued | 1 | 1,666,667 | ||||
Conversion of preferred stock | 1,200 | 1,200 | ||||
Conversion of convertible shares | 42,253,521 | |||||
Fortium Holdings Corp [Member] | ||||||
Number of shares issued | 1,200 | |||||
Sale of stock transaction | $ 30,000,000 | |||||
Common stock, shares outstanding | 8,400,000 | |||||
Fortium Holdings Corp [Member] | Series A Preferred Stock [Member] | ||||||
Percentage of issued and outstanding | 80% |
JOINT VENTURE AGREEMENT (Detail
JOINT VENTURE AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2023 | Nov. 28, 2023 | Nov. 22, 2023 | Nov. 22, 2023 | Oct. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | |
Number of shares issued | 25,740,026 | |||||||
Deferred tax credits | $ 6,475,000 | $ 6,475,000 | $ 6,475,000 | |||||
Common Stock [Member] | ||||||||
Number of shares issued | 1 | 1,666,667 | ||||||
Joint Venture Agreement [Member] | ||||||||
Proceeds from joint venture | $ 500,000,000 | |||||||
Additional credits | $ 5,500,000,000 | $ 7,000,000,000 | ||||||
Formation of joint venture description | (i) first, to pay off all tax liabilities on the Company’s balance sheet (approximately $10,000,000); (ii) second, to fund potential acquisitions and other partnerships and joint ventures (up to $100,000,000); (iii) third, to purchase existing oil production including proven undeveloped reserves (up to $100,000,000); (iv) fourth, to fund a drilling program to extract oil from the Company’s oil and gas mineral leases (up to $240,000,000); and (v) fifth, to enter into midstream operations including crude oil storage tank farm and commodities trading (the remaining net proceeds estimated to be approximately $50,000,000). | |||||||
Formation of joint venture description | (i) the Company will own 100% of the membership interests in JV Entity, (ii) the Company will act as or appoint the manager of the JV Entity, (iii) the Company will receive 80% of the net income of the JV Entity with the JV Partner receiving the remaining 20%, (iv) JV Partner will own 51% of the remaining economic benefits of the JV Entity with 49% owned by the Company, (v) the Company will transfer its net ownership in all assets acquired with proceeds from the monetization of the Credits to the JV Entity upon either purchase of the assets or the creation of the division order of working interests at the time of assignment of ownership in economically viable drilled oil wells; and (vi) within two business days after the monetization of all or a portion of the Credits by the Company, the JV Entity will pay the JV Partner a distribution totaling $500,000 in $25,000 quarterly installments over a five year period. | |||||||
Amount of Credits raised | 12,950,000 | |||||||
Proceeds from sale of tax credits | 6,475,000 | $ 6,475,000 | ||||||
Deferred tax credits | 6,475,000 | $ 6,475,000 | $ 6,475,000 | |||||
Joint Venture Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Proceeds from joint venture | $ 500,000,000 | |||||||
Joint Venture Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Proceeds from joint venture | $ 5,500,000 | $ 5,000,000,000 | ||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 500,000,000 | |||||||
Joint Venture Agreement [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 500,000,000 | |||||||
Joint Venture Agreement [Member] | Share-Based Compensation Award Tranche Four [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 500,000,000 | |||||||
Joint Venture Agreement [Member] | Common Stock [Member] | ||||||||
Number of shares issued | 10,000,000 | |||||||
Joint Venture Agreement [Member] | Restricted Stock [Member] | ||||||||
Restricted common stock, shares | 10,000,000 | 10,000,000 | ||||||
Restricted common stock, value | $ 9,500,000 | |||||||
Cash payment | $ 500,000 | |||||||
Joint Venture Agreement [Member] | Credit Instrument or Credit Sales [Member] | ||||||||
Number of shares issued | 2,000,000 | |||||||
Value of stock issued | $ 10,000,000 | |||||||
Joint Venture Agreement [Member] | Credit Instrument or Credit Sales [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 100,000,000 | |||||||
Joint Venture Agreement [Member] | Credit Instrument or Credit Sales [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 100,000,000 | |||||||
Joint Venture Agreement [Member] | Credit Instrument or Credit Sales [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 100,000,000 | |||||||
Joint Venture Agreement [Member] | Credit Instrument or Credit Sales [Member] | Share-Based Compensation Award Tranche Four [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 100,000,000 | |||||||
Joint Venture Agreement [Member] | Credit Instrument or Credit Sales [Member] | Share-Based Compensation Award Tranche Five [Member] | ||||||||
Number of shares issued | 1,000,000 | |||||||
Value of stock issued | $ 100,000,000 | |||||||
Joint Venture Agreement [Member] | UNITED STATES | ||||||||
Proceeds from joint venture | $ 500,000,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,555,421 | $ 3,517,159 |
Accumulated depreciation and impairment | (505,740) | (265,727) |
Property and equipment, net | 3,049,681 | 3,251,432 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 140,000 | 140,000 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 236,000 | 236,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,179,421 | $ 3,141,159 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) | Dec. 31, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life, years | 39 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life, years | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life, years | 10 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 247,523 | $ 123,616 | ||||
Received other income | 329,039 | |||||
Proceeds from sale of fixed assets | $ 235,833 | |||||
Gain on disposal of fixed assets | 177,765 | $ 1,611,151 | $ 173,949 | $ 2,974,293 | ||
Disposals of Assets | 58,069 | |||||
Vehicles [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Proceeds from sale of fixed assets | 3,817 | |||||
Recognizing loss | 1 | |||||
Gain on disposal of fixed assets | $ 3,816 | |||||
Service, Other [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Received other income | $ 300,000 |
SCHEDULE OF OIL AND GAS ACTIVIT
SCHEDULE OF OIL AND GAS ACTIVITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Extractive Industries [Abstract] | ||
Oil and gas properties – full-cost pool | $ 8,669,804 | $ 14,052,041 |
Accumulated, depletion and impairment | (8,669,804) | (12,766,864) |
Oil and gas properties, net | $ 1,285,177 |
SUMMARY OF UNEVALUATED WELLS IN
SUMMARY OF UNEVALUATED WELLS IN PROGROSS (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Extractive Industries [Abstract] | ||
Balance – beginning of period | $ 3,244,653 | $ 4,936,352 |
Exploration costs | 1,033,431 | |
Assignments | (28,265) | |
Balance – end of period | $ 4,278,084 | $ 4,908,087 |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||
Oct. 03, 2023 | Oct. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | |
Reserve Quantities [Line Items] | ||||||
Proceeds from sale of interest | $ 1,000,000 | |||||
Received proceeds from oil and gas | $ 1,100,000 | $ 999,999 | ||||
Depletion of oil and gas properties | 97,996 | 284,414 | ||||
Asset impairment charges | 617,600 | $ 28,265 | ||||
Settlement Agreement [Member] | Oil and Gas [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Fund received limited partnership interests | $ 3,244,653 | $ 1,685,000 | ||||
Related Party [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Received proceeds from oil and gas | $ 999,999 | |||||
Chief Financial Officer [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Purchase price of acquisition | $ 2,000,000 | |||||
Proceeds from issuance sale of equity | $ 2,000,000 | |||||
Randy May [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Purchased two oil field assets | $ 100,000 | |||||
Outside Affiliates [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Equity method investment interest percentage | 50% |
SCHEDULE OF ASSET RETIREMENT OB
SCHEDULE OF ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of period | $ 1,463,931 | $ 1,303,751 |
Accretion expense | 83,927 | 52,063 |
Reclamation obligations settled | ||
Disposition due to sale of property | (546,270) | (684,679) |
Additions | ||
Changes in estimates | ||
Balance, end of period | $ 1,001,588 | $ 671,135 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details Narrative) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Percentage of discounted | 8% | 8% |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 241,859 | $ 312,996 | |
Less: current portion | (90,919) | (104,950) | |
Long-term debt, net of current portion | 150,940 | 208,046 | |
Truck Loan Amur Capital [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [1] | 56,323 | 71,342 |
Truck Loan Mitsubishi [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [2] | 27,026 | 43,332 |
Tractor Loan Simmon Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [3] | 32,052 | 43,873 |
Loan Simmon Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [4] | 20,086 | 25,138 |
Rig Loan North Mill [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [5] | 94,099 | |
Loan Amur Capital [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [6] | 30,683 | 35,212 |
Autoloan TD Auto [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [7] | $ 75,689 | |
[1]On May 13, 2022, entered into long-term secured note payable for $ 87,964 April 13, 2026 11.99 monthly no 61,973 December 21, 2024 11.99 monthly no 50,142 October 11, 2025 7.99 monthly no 28,900 August 2, 2026 6.50 monthly no 99,000 January 9, 2026 7.99 monthly 37,599 October 18, 2027 11.99 monthly no 80,764 June 2029 9.79 monthly no |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) | 1 Months Ended | ||||||||||
Jun. 30, 2023 | Jan. 31, 2023 | Oct. 18, 2022 | Oct. 11, 2022 | Jun. 21, 2022 | May 13, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Aug. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||||
Accrued interest | $ 717,094 | $ 406,669 | |||||||||
Truck Loan Amur Capital [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Long-term secured note payable | $ 87,964 | ||||||||||
Note payable maturity date | Apr. 13, 2026 | ||||||||||
Interest rate | 11.99% | ||||||||||
Interest due | monthly | ||||||||||
Accrued interest | 0 | ||||||||||
Truck Loan Mitsubishi [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Long-term secured note payable | $ 61,973 | ||||||||||
Note payable maturity date | Dec. 21, 2024 | ||||||||||
Interest rate | 11.99% | ||||||||||
Interest due | monthly | ||||||||||
Accrued interest | 0 | ||||||||||
Tractor Loan Simmon Bank [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Note payable maturity date | Oct. 11, 2025 | ||||||||||
Interest rate | 7.99% | ||||||||||
Interest due | monthly | ||||||||||
Accrued interest | $ 0 | ||||||||||
Note payable current | $ 50,142 | ||||||||||
Loan Amur Capital [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Note payable maturity date | Oct. 18, 2027 | ||||||||||
Interest rate | 11.99% | ||||||||||
Interest due | monthly | ||||||||||
Note payable current | $ 37,599 | ||||||||||
Loan Simmon Bank [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Note payable maturity date | Aug. 02, 2026 | ||||||||||
Interest rate | 6.50% | ||||||||||
Accrued interest | 0 | ||||||||||
Note payable current | $ 28,900 | ||||||||||
Rig Loan North Mill [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Note payable maturity date | Jan. 09, 2026 | ||||||||||
Interest rate | 7.99% | ||||||||||
Interest due | monthly | ||||||||||
Note payable current | $ 99,000 | ||||||||||
Autoloan TD Auto [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate | 9.79% | 9.79% | |||||||||
Interest due | monthly | ||||||||||
Accrued interest | $ 0 | ||||||||||
Note payable current | $ 80,764 | $ 80,764 | |||||||||
Maturity date | June 2029 |
SCHEDULE OF MATURITIES (Details
SCHEDULE OF MATURITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 90,919 | |
2025 | 67,405 | |
2026 | 36,177 | |
2027 | 22,547 | |
2028 | 16,134 | |
Thereafter | 8,677 | |
Total | $ 241,859 | $ 312,996 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense on long-term debt | $ 38,252 | $ 10,841 |
SENIOR SECURED CONVERTIBLE PR_2
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Nov. 28, 2023 shares | Oct. 19, 2023 USD ($) shares | Oct. 13, 2023 USD ($) shares | Sep. 30, 2023 shares | Jul. 27, 2023 USD ($) shares | May 10, 2023 USD ($) | Dec. 20, 2022 USD ($) Integer $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Oct. 18, 2023 | Aug. 10, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Jul. 25, 2022 $ / shares | ||
Short-Term Debt [Line Items] | ||||||||||||||||||
Common stock,par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Proceeds from issuance of debt | $ 1,000,000 | $ 1,485,000 | ||||||||||||||||
Derivative liabilities | $ 10,483,371 | |||||||||||||||||
Debt instrument unamortized discount | 217,141 | 217,141 | ||||||||||||||||
Interest expenses | 149,123 | |||||||||||||||||
Amortization of debt issuance costs | 913,278 | |||||||||||||||||
Number of shares issued for services | shares | 500,000 | |||||||||||||||||
Share price | $ / shares | $ 0.71 | |||||||||||||||||
Stock issued during period, value new issues | $ 620,000 | $ 425,000 | $ 620,000 | |||||||||||||||
Stock based compensation | $ 7,922,795 | $ 1,727,404 | ||||||||||||||||
Number of shares issued | shares | 25,740,026 | |||||||||||||||||
Services value | $ 20,000,000 | $ 1,666,667 | ||||||||||||||||
Service [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued for services | shares | 500,000 | |||||||||||||||||
Services value | $ 425,000 | |||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 1 | $ 1 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued for services | shares | [1] | 500,000 | 500,000 | 167,133 | ||||||||||||||
Stock issued during period, value new issues | $ 50 | $ 50 | $ 17 | |||||||||||||||
Number of convertible shares issued | shares | 42,253,521 | |||||||||||||||||
Number of shares issued | shares | 1 | 1,666,667 | ||||||||||||||||
Services value | $ 167 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||
Derivative liabilities | $ 923,956 | 325,474 | ||||||||||||||||
Debt instrument unamortized discount | $ 1,111,111 | |||||||||||||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument secured debt | $ 1,500,000 | |||||||||||||||||
Percentage of issued purchaser | 10% | 10% | ||||||||||||||||
Principal amount | $ 1,666,666.67 | |||||||||||||||||
Debt instrument maturity date | Sep. 16, 2023 | |||||||||||||||||
Note bears interest | 12% | |||||||||||||||||
Debt instrument, interest rate | 18% | |||||||||||||||||
Common stock,par value | $ / shares | $ 1 | |||||||||||||||||
Percentage of conversion price | 70% | |||||||||||||||||
Common stock,par value | Integer | 10 | |||||||||||||||||
Debt instrument description | Under the Note, beginning on April 16, 2023 the Company was required to pay monthly installments equal to one-fourth of the original principal amount at 120% of such principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note, with each payment resulting in a reduction in the principal of the Note at 100% (as compared to 120%). Furthermore, at any time after the issuance date of the Note, the Company had the option, after written notice to the Purchaser, to prepay the Note in an amount equal to 120% of the then outstanding principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note. The Company was also required to offer to pay the Note at 120% of the principal amount plus any unpaid accrued interest, upon the occurrence of certain events including (i) a change of control or sale of assets, (ii) a sale by the Company of equity or debt securities for gross proceeds to the Company of at least $5 million, and (iii) upon the maturity of the Note. The Company paid $625,000 in April through September 2023, and repaid the balance of the Note on December 8, 2023. | |||||||||||||||||
Proceeds from issuance of debt | $ 5,000,000 | |||||||||||||||||
Repayments for debt | $ 625,000 | |||||||||||||||||
Note and Consulting Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Redemption payment obligation, description | (A) with respect to the Note, (i) the monthly redemption payment obligation was eliminated, (ii) the mandatory prepayment amount with respect to principal was increased from 120% to 127.5%, or $2,125,000, (iii) the mandatory default amount with respect to principal was increased from 125% to 132.5%, or $2,208,333.34; and (iv) the optional redemption amount with respect to principal was increased from 120% to 127.5%, or $2,125,000; and (B) with respect to the Consulting Agreement, an additional clause was added providing that the consultant shall receive on the date ending 180 days after the date a registration statement filed by the company registering the sale of the shares issuable thereunder is declared effective by the SEC, an additional number of shares of common stock if necessary such that the consultant shall have received a number of shares equal to $1,666,666.67 divided by the price per share of the common stock as of such date. | |||||||||||||||||
Note and Consulting Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 2,125,000 | |||||||||||||||||
Note and Consulting Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Principal amount | 2,208,333.34 | |||||||||||||||||
Note and Consulting Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 2,125,000 | |||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued for services | shares | 1,666,667 | |||||||||||||||||
Share price | $ / shares | $ 1 | |||||||||||||||||
Debt instrument term | 90 days | |||||||||||||||||
Stock issued during period, value new issues | $ 1,666,666.67 | |||||||||||||||||
Stock based compensation | $ 1,666,667 | |||||||||||||||||
Consulting Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued | shares | 243.993 | 243.993 | ||||||||||||||||
Consulting Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued | shares | 446,702 | 446,702 | ||||||||||||||||
Number of convertible shares issued | shares | 1,219,965 | |||||||||||||||||
Number of convertible shares issued | shares | 1,666,667 | |||||||||||||||||
Consulting Agreement [Member] | Common Stock [Member] | Service [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued | shares | 95.67 | |||||||||||||||||
Services value | $ 530,954 | |||||||||||||||||
Consulting Agreement [Member] | Common Stock [Member] | Shareholder [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of convertible shares issued | shares | 1,219,965 | |||||||||||||||||
[1]The Company had converted 1,219,965 |
SCHEDULE OF FAIR VALUE OF EACH
SCHEDULE OF FAIR VALUE OF EACH WARRANTS (Details) - $ / shares | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Expected volatility minimum | 65% | 113% |
Expected volatility maximum | 327% | 172% |
Expected dividend yield | ||
Risk-free interest rate minimum | 3.60% | 4.64% |
Risk-free interest rate maximum | 5.55% | 4.73% |
Exercise price maximum | $ 1 | |
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected term | 2 months 12 days | 8 months 12 days |
Exercise price maximum | $ 0.777 | |
Market price maximum | $ 1.09 | $ 0.40 |
Maximum [Member] | ||
Derivative [Line Items] | ||
Expected term | 5 years | 9 months |
Exercise price maximum | $ 1 | |
Market price maximum | $ 5 | $ 1.43 |
SCHEDULE OF REMAINING DERIVATIV
SCHEDULE OF REMAINING DERIVATIVE LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 10) | $ 9,948,473 | |
Fair value of conversion option on convertible notes payable (see Note 8) | 534,898 | |
Total | $ 10,483,371 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 10,483,371 | |||
Issuances of Series C Warrants - derivative liabilities | $ 10,124,521 | 3,263,470 | $ 10,124,521 | |
Issuance of Note 2 (see Note 8) | 325,474 | |||
Change in fair value of derivative liabilities | 72,288,763 | $ (3,451,752) | 78,208,463 | (3,451,752) |
Extinguishment of derivative liability upon repayment of convertible notes | (92,280,778) | |||
Ending balance |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Change in fair value of derivative liabilities | $ 72,288,763 | $ (3,451,752) | $ 78,208,463 | $ (3,451,752) |
STOCKHOLDERS_ EQUITY (DEFICIT_3
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative 2) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jul. 27, 2023 USD ($) $ / shares shares | Nov. 15, 2022 USD ($) bbl shares | Aug. 15, 2022 USD ($) bbl $ / shares shares | Dec. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share issued price per share | $ / shares | $ 1.24 | |||||||||
Number of shares issued | 500,000 | |||||||||
Common stock issued for services | $ | $ 620,000 | $ 425,000 | $ 620,000 | |||||||
RSUs, Granted | 9,365,000 | |||||||||
RSUs, forfeited | 2,150,000 | |||||||||
Stock based compensation | $ | 3,878,613 | $ 2,540,366 | $ 12,660,080 | $ 4,861,432 | ||||||
Stock based compensation recognized | $ | 225,000 | |||||||||
Unrecognized stock based compensation | $ | $ 14,689,750 | 14,689,750 | ||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
RSUs, Granted | 1,000,000 | 2,215,000 | 6,150,000 | |||||||
RSUs, forfeited | 1,600,000 | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued | [1] | 500,000 | 500,000 | 167,133 | ||||||
Common stock issued for services | $ | $ 50 | $ 50 | $ 17 | |||||||
Advisor Agreements [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock based compensation | $ | $ 7,922,795 | |||||||||
Advisor Agreements [Member] | Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of barrels of oil produced per day | bbl | 1,000 | 1,000 | ||||||||
Advisor Agreements [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of barrels of oil produced per day | bbl | 5,000 | 5,000 | ||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Performance Based RSU [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Restricted stock unit granted | 5,500,000 | |||||||||
Restricted stock award value | $ | $ 5,005,000 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Service Based RSU [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Restricted stock unit granted | 11,925,000 | |||||||||
Restricted stock award value | $ | $ 10,851,750 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Restricted stock unit granted | 17,450,000 | |||||||||
Restricted stock award value | $ | $ 12,604,500 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Common Stock [Member] | Share-Based Payment Arrangement [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued | 11,950,000 | |||||||||
Common stock issued for services | $ | $ 8,699,500 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Common Stock [Member] | Performance Shares [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued | 5,500,000 | |||||||||
Common stock issued for services | $ | $ 3,905,000 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Common Stock [Member] | Performance Based RSU [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares cancelled | 25,000 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Common Stock [Member] | Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share issued price per share | $ / shares | $ 0.71 | |||||||||
Advisor Agreements [Member] | Directors Management and Consultants [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share issued price per share | $ / shares | $ 1.25 | |||||||||
[1]The Company had converted 1,219,965 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Equity [Abstract] | ||
RSUs beginning balance | 17,425,000 | |
Weighted Average Grant Price, beginning balance | $ 0.91 | |
Weighted Average Remaining Contractual Term, outstanding | 10 years 8 months 12 days | 5 years 11 months 12 days |
Aggregate Intrinsic Value, beginning balance | $ 1,568,250 | |
RSUs, Granted | 9,365,000 | |
Weighted Average Grant Price, Granted | $ 1.19 | |
Weighted Average Remaining Contractual Term, Granted | 4 years 9 months | |
Aggregate Intrinsic Value, Granted | $ 28,304,900 | |
RSUs, Vested | (4,710,000) | |
Weighted Average Grant Price, Vested | $ (1.07) | |
RSUs, Exercised | ||
Weighted Average Grant Price, Exercised | ||
RSUs, Forfeited | (2,150,000) | |
Weighted Average Grant Price, Forfeited | $ (0.91) | |
RSUs, ending balance | 19,930,000 | 17,425,000 |
Weighted Average Grant Price, ending balance | $ 1.61 | $ 0.91 |
Aggregate Intrinsic Value, ending balance | $ 78,712,400 | $ 1,568,250 |
STOCKHOLDERS_ EQUITY (DEFICIT_4
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||
Oct. 18, 2023 | Oct. 13, 2023 | Sep. 30, 2023 | Oct. 25, 2022 | Jul. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | [1] | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 19, 2023 | Mar. 31, 2023 | Dec. 20, 2022 | ||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 25,740,026 | |||||||||||||||
Conversion of stock, description | The lower of (i) $1.00 and (ii) an amount equal to 80% of the 30-day VWAP of the common stock as reported on the principal market | |||||||||||||||
Conversion price | $ 0.777 | $ 0.777 | $ 0.777 | |||||||||||||
Warrant outstanding | 25% | 25% | 25% | |||||||||||||
Amortization of discount | $ 6,525 | $ 217,141 | $ 6,525 | |||||||||||||
Common stock issued in consulting agreement | $ 20,000,000 | $ 1,666,667 | ||||||||||||||
Conversion price | $ 0.71 | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Warrants issued | 16,931,148 | 16,931,148 | 16,931,148 | |||||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 1 | |||||||||||||||
Exercise price maximum | $ 1 | $ 1 | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.777 | $ 0.777 | $ 0.777 | |||||||||||||
Exercise price maximum | 0.777 | 0.777 | 0.777 | |||||||||||||
Maximum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | 1 | 1 | 1 | |||||||||||||
Exercise price maximum | $ 1 | $ 1 | $ 1 | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 1 | 1,666,667 | ||||||||||||||
Common stock issued in consulting agreement | $ 167 | |||||||||||||||
Number of convertible shares issued | 42,253,521 | |||||||||||||||
Convertible securities | 42,253,521 | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.777 | |||||||||||||||
Number of shares issued | 17,006,561 | 17,006,561 | [1] | 8,400,000 | ||||||||||||
Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||
Number of shares issued | 34,013,122 | 34,013,122 | ||||||||||||||
Exercise price maximum | $ 1 | $ 1 | $ 1 | |||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion price | $ 1 | |||||||||||||||
Consulting Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 446,702 | |||||||||||||||
Number of convertible shares issued | 1,219,965 | |||||||||||||||
Number of convertible shares issued | 1,666,667 | |||||||||||||||
Trust Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 95.67 | |||||||||||||||
Convertible securities | 478,337 | |||||||||||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Percentage of issued purchaser | 10% | 10% | ||||||||||||||
Shareholder [Member] | Consulting Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of convertible shares issued | 1,219,965 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 1,000 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Amortization of discount | $ 1,145,441 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion price | $ 1 | $ 1 | $ 1 | |||||||||||||
Share issued | subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice | |||||||||||||||
Series D Convertible Preferred Stock [Member] | Consulting Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 243.993 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | Board Of Directors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock issued in consulting agreement | $ 5,000 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | Board Of Directors [Member] | Minimum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 250 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | Board Of Directors [Member] | Maximum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||
[1]The Company had converted 1,219,965 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Term, Outstanding | 10 years 8 months 12 days | 5 years 11 months 12 days |
2016 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options outstanding, beginning balance | 60,421 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 5.20 | |
Weighted Average Remaining Contractual Term, Outstanding | 4 years 7 days | 4 years 9 months 7 days |
Number of Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Options outstanding, ending balance | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, ending balance | $ 5.20 | $ 5.20 |
Number of Options outstanding, Exercisable | 60,421 | |
Weighted Average Exercise Price outstanding, Exercisable | $ 5.20 | |
Weighted Average Remaining Contractual Term, Outstanding, Exercisable | 4 years 7 days |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Number of Warrants outstanding, beginning balance | 13,247,787 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.777 | |
Weighted Average Remaining Contractual Term Outstanding | 4 years 7 months 24 days | 4 years 7 months 2 days |
Aggregate Intrinsic Value outstanding, beginning balance | ||
Number of Warrants, Granted | 37,696,483 | |
Weighted Average Exercise Price, Granted | $ 0.978 | |
Weighted Average Remaining Contractual Term Granted | 5 years | |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Forfeited or expired | ||
Number of Warrants outstanding, ending balance | 50,944,270 | 13,247,787 |
Weighted Average Exercise Price outstanding, ending balance | $ 0.926 | $ 0.777 |
Aggregate Intrinsic Value outstanding, ending balance | $ 167,306,752 | |
Number of Warrants outstanding, Exercisable | 50,944,270 | |
Weighted Average Exercise Price outstanding, Exercisable | $ 0.926 | |
Weighted Average Remaining Exercisable Contractual Term outstanding, ending balance | 4 years 7 months 24 days | |
Aggregate Intrinsic Value outstanding, Exercisable | $ 167,306,752 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Leases | ||
2024 | $ 4,319 | |
Imputed interest | (140) | |
Total lease liability | 4,179 | |
Current portion | 4,179 | $ 108,117 |
Non-current portion | $ 2,119 |
SCHEDULE OF MATURITY OF FINANCE
SCHEDULE OF MATURITY OF FINANCE LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Leases | ||
2024 | $ 55,427 | |
2025 | 55,427 | |
2026 | 46,189 | |
Imputed interest | (34,936) | |
Total lease liability | 122,107 | |
Current portion | 36,199 | $ 31,629 |
Non-current portion | $ 85,908 | $ 113,659 |
SCHEDULE OF AMORTIZATION OF RIG
SCHEDULE OF AMORTIZATION OF RIGHT OF USE ASSET (Details) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 48,709 |
2025 | 51,667 |
2026 | 49,514 |
Total | $ 149,890 |
SCHEDULE OF TOTAL LEASE COST (D
SCHEDULE OF TOTAL LEASE COST (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease expense | $ 97,045 | $ 108,366 |
Depreciation of capitalized finance lease assets | 29,429 | 5,173 |
Interest expense on finance lease liabilities | 18,390 | 5,425 |
Total lease cost | $ 144,864 | $ 118,964 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Lease description | For the expected term of the lease the Company used the initial terms ranging between 36 and 48 months. |
Unamortized lease right of use asset | $ 149,980 |
Unamortized finance lease right of use asset | 145,711 |
Unamortized operating lease right of use asset | 4,179 |
Lease liability | 126,286 |
Finance lease liability | 122,107 |
Operating lease liability | $ 4,179 |
Minimum [Member] | |
Lease discount rate, percentage | 0% |
Maximum [Member] | |
Lease discount rate, percentage | 18.13% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Oct. 13, 2023 | Oct. 01, 2023 | Jul. 27, 2023 | Apr. 30, 2023 | Jul. 25, 2022 | Dec. 31, 2023 | Mar. 18, 2024 | Apr. 04, 2023 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 25,740,026 | ||||||||
Additional paid in capital | $ 177,166,951 | $ 43,453,095 | |||||||
Series A Preferred Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 1,200 | ||||||||
Series A Preferred Stock [Member] | Ecoark Holdings Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 1,200 | ||||||||
Series A Preferred Stock [Member] | Ecoark Holdings Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Additional paid in capital | $ 28,953,510 | ||||||||
Atikin Investments LLC [Member] | Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding shares percentage | 2.30% | ||||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | $ 414,050 | 683,043 | |||||||
Accounts receivable | 959,641 | 957,641 | |||||||
Other Liabilities | 695,646 | $ 3,250,000 | |||||||
Due from related party | 942,870 | ||||||||
Borrowed from related parties | 5,723,926 | ||||||||
Repayments of short term debt | 7,720,489 | ||||||||
Accrued salaries and expenses | 1,757,183 | ||||||||
Related Party [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other Liabilities | $ 3,250,000 | ||||||||
Another Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | 545,591 | $ 274,598 | |||||||
Ecoark Holdings Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | 1,280,627 | $ 1,280,627 | |||||||
Ault Energy [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related party | $ 695,646 | ||||||||
Sky3D, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase of assets | $ 100,000 | $ 389,174 | $ 183,000 |
SCHEDULE OF FAIR VALUE ESTIMATE
SCHEDULE OF FAIR VALUE ESTIMATES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of derivative liabilities | $ 10,483,371 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jan. 31, 2024 | Oct. 13, 2023 | Oct. 01, 2023 | Jul. 13, 2023 | Jan. 31, 2024 | May 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Description of partnership interest | The Company has formally committed to purchasing these partnership interests at a PV20 valuation by an independent firm. The PV20 valuation would be the present value of the remaining net cash flows from the WR Fund’s pro rata share of each oil well it has invested in during the term, discounted by 20%. The managing partner of the WR Fund, which is a wholly-owned subsidiary of the Company, shall receive a 10% carried interest, payable starting after all investor partners have received a return of capital. In addition to the offer to purchase, each partner will have the option to remain a partner or exchange the partnership unit for a new partnership in a new fund the Company is offering (if applicable). | ||||||||||
Gross proceeds | $ 12,738,917 | ||||||||||
Base salary | $ 500,000 | ||||||||||
Number of shares issued | 25,740,026 | ||||||||||
Restricted stock units granted | 9,365,000 | ||||||||||
Restricted stock units vested | 4,710,000 | ||||||||||
Combined Legal matters | $ 299,032 | ||||||||||
Common Stock [Member] | |||||||||||
Number of shares issued | 1 | 1,666,667 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Restricted stock units granted | 1,000,000 | 2,215,000 | 6,150,000 | ||||||||
Randy May [Member] | |||||||||||
Payments for Purchase of Other Assets | $ 100,000 | ||||||||||
Non Employee Director [Member] | |||||||||||
Shares granted, description | annual grant of $100,000 in RSUs which will vest on the final business day of each quarter equal to one-fourth of the total stipend, or $25,000 per quarter, with the number of shares to be determined based on the volume weighted average price of the Company’s common stock as of each quarterly vesting (the “RSU Grant”). | ||||||||||
Fee description | annual cash fee of $50,000 which will vest on the final business day of each quarter equal to one-fourth of the total fee, or $12,500 per quarter (the “Cash Fees”). | ||||||||||
Restricted stock granted, value | $ 200,000 | ||||||||||
Cash fee | 100,000 | ||||||||||
Colin Cosgrove [Member] | |||||||||||
Base salary | $ 85,000 | ||||||||||
Commissions percentage | 10% | ||||||||||
Vesting rights percentage | 10% | ||||||||||
Zackery Holley [Member] | |||||||||||
Base salary | $ 65,000 | ||||||||||
Restricted stock award | 850,000 | ||||||||||
Colin Cosgrove And Zackery Holley [Member] | |||||||||||
Restricted stock units granted | 2,500,000 | ||||||||||
Restricted stock units vested | 850,000 | ||||||||||
Colin Cosgrove And Zackery Holley [Member] | Vesting Period One [Member] | |||||||||||
Restricted stock units expect to vest | 200,000 | ||||||||||
Colin Cosgrove And Zackery Holley [Member] | Vesting Period Two [Member] | |||||||||||
Restricted stock units expect to vest | 850,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Number of shares issued | 289,579 | ||||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | |||||||||||
Base salary | $ 420,000 | ||||||||||
Restricted stock unit vesting period | 5,000,000 | 5,000,000 | |||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | ORRI [Member] | |||||||||||
Ownership percentage | 5% | 5% | |||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | Participation Right [Member] | |||||||||||
Ownership percentage | 15% | 15% | |||||||||
Five Year Executive Employment Agreements [Member] | JayPuchir [Member] | |||||||||||
Base salary | $ 367,500 | ||||||||||
Restricted stock award | 5,000,000 | ||||||||||
Five Year Executive Employment Agreements [Member] | JayPuchir [Member] | Overriding Royalty Interestember [Member] | |||||||||||
Ownership percentage | 5% | 5% | |||||||||
Five Year Executive Employment Agreements [Member] | Mr.May [Member] | Participation Right [Member] | |||||||||||
Ownership percentage | 10% | 10% | |||||||||
Five Year Executive Employment Agreements [Member] | Alisa Horgan [Member] | |||||||||||
Base salary | $ 180,000 | ||||||||||
Restricted stock award | 2,000,000 | ||||||||||
Increased salary | $ 189,000 | ||||||||||
Restricted common stock vesting period | 10 years | ||||||||||
Five Year Executive Employment Agreements [Member] | Alisa Horgan [Member] | Common Stock [Member] | |||||||||||
Number of shares issued | 400,000 | ||||||||||
Five Year Executive Employment Agreements [Member] | Alisa Horgan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Restricted stock award | 2,000,000 | ||||||||||
Restricted common stock shares forfeited | 1,600,000 | ||||||||||
Five Year Executive Employment Agreements [Member] | Richard Horgan [Member] | |||||||||||
Base salary | $ 210,000 | ||||||||||
Restricted common stock vesting period | 10 years | ||||||||||
Five Year Executive Employment Agreements [Member] | Richard Horgan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Restricted stock award | 2,000,000 | ||||||||||
Emerson Equity LLC [Member] | Broker Dealer Agreement [Member] | |||||||||||
Gross proceeds | $ 50,000,000 | ||||||||||
Emerson Equity LLC [Member] | Broker Dealer Agreement [Member] | Subsequent Event [Member] | |||||||||||
Payments for commissions | $ 1,735,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Accounts Receivable [Member] | Four Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 88% | 97% | |
Revenue Benchmark [Member] | One Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 96% | 96% | |
Revenue Benchmark [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 95% | 95% |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 212 | |||
Operating expenses | 86,060 | |||
Other (income) loss | ||||
Net loss from discontinued operations | $ (85,848) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) | Mar. 31, 2022 USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations for current assets | $ 68,360 |
REDEEMABLE NON-CONTROLLING IN_2
REDEEMABLE NON-CONTROLLING INTERESTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Redeemable Non-controlling Interests | |||
Temporary equity initial amount | $ 3,250,000 | ||
Proceeds from purchases of limited partnership interests | 1,685,000 | ||
Expensed for noncontrolling interest | 78,750 | ||
Non controlling interest | $ 5,013,750 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | |||||||
Feb. 29, 2024 | Feb. 16, 2024 | Jan. 02, 2024 | Oct. 13, 2023 | Mar. 31, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Mar. 13, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||||||||||
Sale of units | 45.64 | 205.8726308 | |||||||||
Convertible preferred stock, shares | 25,740,026 | ||||||||||
Number of warrant issued | 16,931,148 | 16,931,148 | |||||||||
Joint Venture Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Raised additional sale of tax credits | $ 6,475,000 | $ 6,475,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of units | 225,000 | ||||||||||
Convertible preferred stock, shares | 289,579 | ||||||||||
Number of warrant issued | 579,158 | ||||||||||
Raised additional sale of tax credits | $ 17 | ||||||||||
Number of preferred stock issuable for conversion | 260.82 | ||||||||||
Converted common shares | 9,183,863 | ||||||||||
Principle to purchase additonal credits | $ 50,000,000,000 | ||||||||||
Subsequent Event [Member] | Series E Convertible Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible preferred stock, shares | 50,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Contemplated purchase of credits | $ 13,000,000 | ||||||||||
Raised additional sale of tax credits | $ 3,000,000 | ||||||||||
Restricted common stock, shares | 10,000,000 | ||||||||||
Deposit | $ 1,250,000 | ||||||||||
Subsequent Event [Member] | Mr Holley [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of common stock | 850,000 | ||||||||||
Subsequent Event [Member] | Mr Holley [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of common stock | 1,650,000 |