Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 28, 2023 | Sep. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 333-192060 | ||
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 W. 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
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 Public Float | $ 4,750,463 | ||
Entity Common Stock, Shares Outstanding | 10,333,800 | ||
Documents incorporated by reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey LLP | ||
Auditor Location | Houston, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 | |
CURRENT ASSETS: | |||
Cash (including $251,778 and $201,050 in restricted cash) | $ 827,790 | $ 251,050 | |
Receivable - Participation Agreement | 1,440,598 | ||
Inventories - Crude Oil | 16,821 | 107,026 | |
Prepaid expenses and other current assets | 334,264 | 318,771 | |
Total current assets | 3,631,968 | 1,311,330 | |
NON-CURRENT ASSETS: | |||
Property and equipment, net | 3,251,432 | 596,464 | |
Right of use asset - operating lease | 100,644 | 243,494 | |
Right of use asset - financing lease | 175,139 | ||
Oil and gas properties, full cost-method | 1,285,177 | 2,295,015 | |
Unevaluated wells in progress | 3,244,653 | 4,936,352 | |
Other assets | 630,531 | 14,760 | |
Goodwill | 2,100,374 | ||
Total non-current assets | 8,687,576 | 10,186,459 | |
TOTAL ASSETS | 12,319,544 | 11,497,789 | |
CURRENT LIABILITIES | |||
Accounts payable | 3,501,283 | 799,100 | |
Accrued liabilities | 406,669 | 119,600 | |
Cash overdraft | 27,918 | ||
Derivative liabilities | 10,483,371 | ||
Deferred drilling costs | 317,350 | ||
Series C Preferred Stock | 6,488,178 | ||
Convertible note payable, net of discount | 972,831 | ||
Current portion of long-term debt | 104,950 | ||
Current portion of lease liability - operating lease | 108,117 | 155,263 | |
Current portion of lease liability - financing lease | 31,629 | ||
Total current liabilities | 23,596,628 | 1,101,881 | |
NON-CURRENT LIABILITIES | |||
Lease liability - operating lease, net of current portion | 2,119 | 110,235 | |
Lease liability - financing lease, net of current portion | 113,659 | ||
Long-term debt, net of current portion | 208,046 | ||
Asset retirement obligations | 1,463,931 | 1,303,751 | |
Total non-current liabilities | 1,787,755 | 1,413,986 | |
Total Liabilities | 25,384,383 | 2,515,867 | |
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Common stock, $0.0001 par value, 500,000,000 shares authorized and 10,166,667 and 0 shares issued and outstanding () | [1] | 1,017 | |
Additional paid in capital () | [1] | 43,453,095 | 25,660,896 |
Accumulated deficit | (59,768,952) | (16,678,975) | |
Total White River Energy Corp stockholder’s equity (deficit) | (16,314,839) | 8,981,922 | |
Non-controlling interest | 3,250,000 | ||
Total stockholders’ equity (deficit) | (13,064,839) | 8,981,922 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 12,319,544 | 11,497,789 | |
Series A Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock | [1] | 1 | 1 |
Series B Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock | |||
Series C Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock | |||
Nonrelated Party [Member] | |||
CURRENT ASSETS: | |||
Accounts receivable - related parties | 54,854 | 578,214 | |
Related Party [Member] | |||
CURRENT ASSETS: | |||
Accounts receivable - related parties | 957,641 | 56,269 | |
CURRENT LIABILITIES | |||
Related party advances | 1,182,250 | ||
Related Party [Member] | Ecoark Holdings Inc [Member] | |||
CURRENT LIABILITIES | |||
Related party advances | [1] | ||
[1]On July 25, 2022, White River Holdings Corp (“Holdings”) acquired White River Energy Corp, then named Fortium Holdings Corp. (the “Company”) in a share exchange. White River Holding’s parent, Bitnile Metaverse, Inc (“Ecoark”) was issued 1,200 60,000,000 25,058,733 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted cash | $ 251,778 | $ 201,050 | |
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 | 10,166,667 | 0 | |
Common stock, shares outstanding | 10,166,667 | 0 | |
Additional paid in capital | [1] | $ 43,453,095 | $ 25,660,896 |
Fortium Holdings Corp [Member] | |||
Common stock, shares outstanding | 8,400,000 | ||
Additional paid in capital | $ 25,058,733 | ||
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 1,200 | 0 | |
Preferred stock, shares outstanding | 1,200 | 0 | |
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 | 205.8726308 | 0 | |
Preferred stock, shares outstanding | 205.8726308 | 0 | |
[1]On July 25, 2022, White River Holdings Corp (“Holdings”) acquired White River Energy Corp, then named Fortium Holdings Corp. (the “Company”) in a share exchange. White River Holding’s parent, Bitnile Metaverse, Inc (“Ecoark”) was issued 1,200 60,000,000 25,058,733 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Income Statement [Abstract] | |||
REVENUES | $ 1,103,975 | $ 5,046,559 | |
COSTS AND EXPENSES | |||
Lease operating expenses | 770,133 | 1,412,093 | |
Salaries and salaries related costs | 6,012,156 | 2,027,255 | |
Professional and consulting fees | 3,205,896 | 324,739 | |
Selling, general and administrative costs | 6,314,683 | 3,993,193 | |
Settlement expenses | 2,071,917 | ||
Impairment - goodwill | 8,018,217 | ||
Depreciation, amortization, impairment, depletion, and accretion | 6,188,303 | 6,218,183 | |
Total costs and expenses | 32,581,305 | 13,975,443 | |
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE) | (31,477,330) | (8,928,884) | |
OTHER INCOME (EXPENSE) | |||
Change in fair value of derivative liabilities | 2,745,309 | 2,954,109 | |
Derivative expense | (12,304,724) | ||
Amortization of debt discount - Convertible Note | (336,151) | ||
Amortization of discount - Series C Preferred Stock | (1,341,362) | ||
Loss on sale of fixed assets | (885,796) | ||
Amortization of original issue discount of convertible note | (60,636) | ||
Interest expense, net of interest income | (84,581) | (62,182) | |
Total other income (expense) | (11,382,145) | 2,006,131 | |
(LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (42,859,475) | (6,922,753) | |
DISCONTINUED OPERATIONS: | |||
Loss from discontinued operations | (85,848) | ||
Loss on disposal of discontinued operations | (144,654) | ||
Total discontinued operations | (230,502) | ||
(LOSS) INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (43,089,977) | (6,922,753) | |
PROVISION FOR INCOME TAXES | |||
NET (LOSS) INCOME | (43,089,977) | (6,922,753) | |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | |||
NET LOSS ATTRIBUTABLE TO WHITE RIVER ENERGY CORP | $ (43,089,977) | $ (6,922,753) | |
NET (LOSS) EARNINGS PER SHARE - BASIC | |||
Continuing operations | $ (4.82) | ||
Discontinued operations | (0.03) | ||
NET (LOSS) EARNINGS PER SHARE | $ (4.85) | ||
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC () | [1] | 8,898,904 | |
NET (LOSS) EARNINGS PER SHARE - DILUTED | $ (4.85) | ||
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED () | [1] | 8,898,904 | |
[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 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended |
Mar. 31, 2023 shares | |
Common Stock [Member] | |
Converted common shares | 42,253,521 |
Convertible Preferred Stock [Member] | |
Converted common shares | 1,200 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | ||
Balance at Mar. 31, 2021 | $ 1 | [1] | $ 23,907,983 | $ (9,756,222) | $ 14,151,762 | ||||
Balance, shares at Mar. 31, 2021 | [1] | 1,200 | |||||||
Advances from Ecoark Holdings, Inc. to White River Holdings Corp, net | [1] | 3,486,697 | 3,486,697 | ||||||
Cost allocations from Ecoark Holdings | [1] | (1,733,784) | (1,733,784) | ||||||
Net loss for the year | [1] | (6,922,753) | (6,922,753) | ||||||
Balance at Mar. 31, 2022 | $ 1 | [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 | [1] | 3,894,777 | 3,894,777 | ||||||
Net loss for the year | [1] | (43,089,977) | (43,089,977) | ||||||
To reflect the reverse merger of White River Holdings Corp | $ 840 | [1] | 5,963,160 | 5,964,000 | |||||
To reflect the reverse merger of White River Holdings Corp, shares | [1] | 8,400,000 | |||||||
To record contribution of capital by Ecoark Holdings, Inc. | [1] | 3,000,000 | 3,000,000 | ||||||
Preferred shares issued in PIPE, net of classification as liability | [2] | [1] | |||||||
Common stock issued for services | $ 177 | [1] | 1,766,490 | 1,766,667 | |||||
Common stock issued for services, shares | [1] | 1,766,667 | |||||||
Investments by limited partners in WR Fund | [1] | 3,250,000 | 3,250,000 | ||||||
Stock-based compensation | [1] | 3,167,772 | 3,167,772 | ||||||
Balance at Mar. 31, 2023 | $ 1 | $ 1,017 | [1] | $ 43,453,095 | $ (59,768,952) | $ 3,250,000 | $ (13,064,839) | ||
Balance, shares at Mar. 31, 2023 | [1] | 1,200 | 10,166,667 | ||||||
[1]On July 25, 2022, White River Holdings Corp acquired the Company in a share exchange. White River Holding’s parent, Ecoark was issued 1,200 60,000,000 28,953,510 25,058,733 205.8726308 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Parenthetical) | Mar. 31, 2022 USD ($) shares | |
Common Stock, Shares, Outstanding | shares | 0 | |
Additional Paid in Capital | $ | $ 25,660,896 | [1] |
Fortium Holdings Corp [Member] | ||
Additional Paid in Capital | $ | $ 25,058,733 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | shares | 0 | |
[1]On July 25, 2022, White River Holdings Corp (“Holdings”) acquired White River Energy Corp, then named Fortium Holdings Corp. (the “Company”) in a share exchange. White River Holding’s parent, Bitnile Metaverse, Inc (“Ecoark”) was issued 1,200 60,000,000 25,058,733 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES FROM OPERATIONS | ||
Net loss | $ (43,089,977) | $ (6,922,753) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Home office allocation | (1,733,784) | |
Depreciation, amortization, depletion, accretion and impairment | 6,188,303 | 6,218,182 |
Impairment - goodwill | 8,018,217 | |
Share-based compensation | 3,167,772 | 120,675 |
Bad debt | 650,562 | |
Fees paid in termination of note payable | 65,065 | |
Loss on disposal of Norr and Elysian | 144,654 | |
(Gain) on disposal of fixed assets | 681,808 | |
Change in fair value of derivative liability | (2,745,309) | |
Common stock issued for services | 1,766,667 | |
Derivative expense | 12,304,724 | |
Amortization of discounts - convertible notes | 396,786 | |
Expenses incurred on convertible note | 15,000 | |
Amortization of discount - Series C Preferred Stock | 1,341,362 | |
Changes in assets and liabilities | ||
Accounts receivable | (127,202) | 159,983 |
Accounts receivable - related parties | (901,372) | 56,269 |
Receivable - Participation Agreement | (1,440,598) | |
Inventory | 90,205 | 4,456 |
Prepaid expenses and other assets | (651,578) | (4,874) |
Amortization of right of use asset - operating leases | 142,850 | 118,773 |
Amortization of right of use asset - financing leases | 14,566 | |
Deferred drilling costs | 317,350 | |
Contribution from Ecoark Holdings, Inc. | 3,894,777 | 3,366,022 |
Operating lease liability | (155,262) | (128,001) |
Accrued payable and accrued liabilities | 2,989,252 | (2,412,275) |
Total adjustments | 35,486,791 | 6,447,234 |
Net cash used in operating activities of continuing operations | (7,603,186) | (475,519) |
Net cash used in discontinued operations | (79,438) | |
Net cash used in operating activities | (7,682,624) | (475,519) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of oil and gas properties, net of asset retirement obligations | (4,126,005) | (303,500) |
Advances on note receivable | (200,000) | |
Payments received from note receivable | 200,000 | |
Proceeds from the sale of fixed assets | 5,032 | |
Proceeds from the sale of oil and gas properties | 999,999 | 906,274 |
Purchase of fixed assets | (988,753) | (22,032) |
Net cash (used in) provided by investing activities | (4,114,759) | 585,774 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
(Decrease) in cash overdraft | (27,918) | (109,618) |
Repayments of advances from related parties | (542,750) | |
Advances from related parties | 1,725,000 | |
Proceeds from purchases of limited partnership interests | 3,250,000 | |
Proceeds from Series C Preferred Stock, net | 5,146,816 | |
Proceeds from convertible note | 1,485,000 | |
Repayment of long-term debt and note payable | (1,617,608) | |
Payment of finance lease liability | (44,417) | |
Proceeds from Ecoark Holdings in acquisition of White River | 3,000,000 | |
Net cash provided by (used in) financing activities | 12,374,123 | (109,618) |
NET INCREASE IN CASH AND RESTRICTED CASH | 576,740 | 637 |
CASH AND RESTRCITED CASH - BEGINNING OF YEAR | 251,050 | 250,413 |
CASH AND RESTRICTED CASH - END OF YEAR | 827,790 | 251,050 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 29,719 | |
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 | |
Fixed assets acquired for notes payable and long-term debt | $ 1,865,539 |
DESCRIPTION OF BUSINESS, BASIS
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 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. Pursuant to the Exchange Agreement Mr. Randy May, Ecoark’s Chief Executive Officer, was appointed as Executive Chairman and as a director of the Company, and Mr. Jay Puchir, Ecoark’s Chief Financial Officer, was appointed as Chief Executive Officer and Principal Financial Officer of the Company. Effective July 28, 2022, the number of directors of the Company was fixed at five, and Danny Hames, James Cahill, Greg Landis, and Alisa Horgan were appointed as directors. Alisa Horgan is the daughter of Randy May, and wife of Richard Horgan, who was the Company’s Chief Executive Officer and sole director until after the closing of the Holdings acquisition. 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 shares of Series C. From October 25, 2022 through March 31, 2023, the Company sold 205.8726308 5,146,816 45.64 Units for $ 1,141,000 one share of Series C and one Warrant to purchase 200 % of the shares of common stock underlying such share of Series C (the “Units”) at a purchase price of $ 25,000 per Unit. In addition, the Company sold another 11.6 units ($ 290,000 ) to investors, for which the deposit has not been made yet. The Warrants may be separately sold by the holders rather than exercised into shares of common stock, and the Company has submitted an application for the Warrants to be traded on the OTCQB under their own unique ticker symbol. 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 were 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. Basis of Presentation The Company’s 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 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 E&P Management 1, LLC the general partner and manager of the 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 general partner has ownership of 0.01 99.99 Reclassifications The Company has reclassified certain amounts in the March 31, 2022 consolidated financial statements to be consistent with the March 31, 2023 presentation. These changes had no impact on the Company’s financial position or result of operations for the periods presented. In addition, we had reclassifications related to the retroactive treatment of certain liabilities and equity items which are reflected by asterisks in the consolidated financial statements that had no impact on our net income (loss). 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 has in the past maintained balances in financial institutions where deposits may 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 accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, 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 $ 5,868,205 6,029,132 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 5,487,665 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 March 31, 2023 and 2022, the Company had established $ 650,562 208,713 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 determined during the year ended March 31, 2023, that the goodwill of $ 2,100,374 5,917,843 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. 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 does not have a material impact on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Going Concern and Liquidity With the acquisition of Holdings, their former parent, Ecoark contributed $ 3,000,000 into the Company. In addition, the Company raised capital through a private investment in a public equity (PIPE) and raised approximately $ 6,288,000 through the end of April 2023 from this PIPE offering, together with approximately $ 1,906,000 received from Participation Agreements to provide the funds necessary for the Company’s drilling program. The Company also began receiving drilling capital from the limited partners of the WR Fund during the year ended March 31, 2023. 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. The accompanying financial statements for the year ended March 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. 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. Impact of COVID-19 COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets for the years ended March 31, 2023 and 2022. COVID-19 has also contributed to the supply chain disruptions which have not had a material effect for the Company. The Company will continue to monitor potential supply chain shortages affecting its business. The extent to which COVID-19 may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. |
MERGER
MERGER | 12 Months Ended |
Mar. 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 years ended March 31, 2023 and 2022, as if the acquisitions had occurred on April 1, 2022 and 2021, respectively. SCHEDULE OF BUSINESS ACQUISITION Years Ended (Unaudited) Revenues $ 5,046,559 Net loss $ (6,922,753 ) Net loss per share $ - Years Ended (Unaudited) Revenues $ 1,103,975 Net loss $ (43,089,977 ) Net loss per share $ (4.85 ) The consolidated statements of operations and cash flows represent the operations of Holdings for the year ended March 31, 2022 and period April 1, 2022 through July 25, 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 accounting principles generally accepted in the United States of America. 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. As noted, the derivative liabilities are included in Ecoark’s books. However, the advances made by Ecoark related to the proceeds received that were recognized as a derivative liability are included in the March 31, 2022 balance sheet as “Due to Ecoark Holdings, Inc.” which was reclassified to additional paid in capital. 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of March 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 March 31, 2022 Land $ 140,000 $ 140,000 Buildings ( 39 236,000 236,000 Machinery and equipment ( 3 10 3,141,159 278,116 Total property and equipment 3,517,159 654,116 Accumulated depreciation and impairment (265,727 ) (57,652 ) Property and equipment, net $ 3,251,432 $ 596,464 Depreciation expense for the years ended March 31, 2023 and 2022 was $ 200,580 33,438 |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 12 Months Ended |
Mar. 31, 2023 | |
Extractive Industries [Abstract] | |
OIL AND GAS PROPERTIES | NOTE 4: OIL AND GAS PROPERTIES Activity in the current year consist of the following: For the year ended March 31, 2023, the Company received proceeds of $ 999,999 On October 6, 2022, the Company assigned 10 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 2,071,917 The WR Fund received limited partnership interests during the year ended March 31, 2023 in the amount of $ 3,244,653 The following table summarizes the Company’s oil and gas activities by classification for the periods ended March 31, 2023 and 2022. SCHEDULE OF OIL AND GAS ACTIVITIES March 31, 2023 March 31, 2022 Proved leasehold costs $ 6,496,427 $ 5,520,542 Accumulated, depletion and impairment (5,211,250 ) (3,225,527 ) Oil and gas properties, net $ 1,285,177 $ 2,295,015 There was $ 5,868,205 6,029,132 |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 12 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 5: 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 Company disposed of $ 684,679 383,450 The following table summarizes activity in the Company’s ARO for the years ended March 31, 2023 and 2022: SCHEDULE OF ASSET RETIREMENT OBLIGATIONS March 31, 2023 March 31, 2022 Balance, beginning of period $ 1,303,751 $ 1,531,589 Accretion expense 119,518 155,612 Reclamation obligations settled - - Disposition due to sale of property (684,679 ) (383,450 ) Additions 13,428 - Changes in estimates 711,913 - Balance, end of period $ 1,463,931 $ 1,303,751 Total ARO at March 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 years ended March 31, 2023 and 2022, respectively. These values are discounted to present value at 8 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 6: LONG-TERM DEBT Long-term debt consisted of the following as of March 31, 2023 and 2022. SCHEDULE OF LONG-TERM DEBT March 31, 2023 March 31, 2022 Truck loan – Amur Capital (a) $ 71,342 $ - Truck loan – Mitsubishi (b) 43,332 - Tractor loan – Simmons Bank (d) 43,873 - Loan – Simmons Bank (f) 25,138 - Rig Loan – North Mill (g) 94,099 - Loan – Amur Capital (e) 35,212 - Total long-term debt 312,996 - Less: current portion (104,950 ) - Long-term debt, net of current portion $ 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 13, 2022, White River Operating LLC, an indirect subsidiary of the Company, issued a secured promissory note payable for $ 1,500,000 1,800,000 300,000 7.50 25,000 1,540,065 65,065 (d) On October 11, 2022, entered into long-term secured note payable for $ 50,142 October 11, 2025 7.99 monthly no (e) On October 18, 2022, entered into long-term secured note payable for $ 37,599 October 18, 2027 11.99 monthly no (f) In August 2022, entered into long-term note payable in the amount of $ 28,900 August 2, 2026 6.50 monthly no (g) In January 2023, entered into long-term note payable in the amount of $ 99,000 January 9, 2026 7.99 monthly no The following is a list of maturities as of March 31: SCHEDULE OF MATURITIES 2024 $ 104,950 2025 106,045 2026 81,946 2027 14,435 2028 5,620 Total $ 312,996 Interest expense on long-term debt during the years ended March 31, 2023 and 2022 are $ 13,053 0 |
SENIOR SECURED CONVERTIBLE PROM
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | 12 Months Ended |
Mar. 31, 2023 | |
Senior Secured Convertible Promissory Note | |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | NOTE 7: SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Convertible Note Transaction On December 20, 2022, the Company entered into a Securities Purchase Agreement (“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 will permit 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 is due September 16, 2023. The Note bears interest at a rate of 12 18 18 The Note is 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 is required to pay monthly installments equal to one-fourth of the original principal amount at 120 100 120 120 120 (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 The Note is secured by the assets of the Company and its subsidiaries. The Note provides for certain events of default, including failure to pay amounts owing on the Note when due, failure to observe other covenants or obligations under the Note, default under any other indebtedness or material contract, a bankruptcy event with respect to the Company or a significant subsidiary, failure to maintain listing or quotation of the common stock on a trading market, failure to maintain the current public information requirement under Rule 144, and a judgment or similar process against the Company or any of its subsidiaries or assets in excess of $ 100,000 125 Further, pursuant to the Note the Company is subject to certain restrictive covenants, including covenants against incurring new indebtedness or liens on its assets, paying cash dividends or distributions on any equity securities, or entering into transactions with affiliates, subject to certain exceptions. In addition, under the Note the Company agreed to at all times reserve three times the number of shares of common stock into which the Note is convertible. The Company is in compliance with the covenants as of March 31, 2023. 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. 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 $ 923,956 389,058 60,636 336,151 56,010 39,343 See Note 18, for the description of the Amendment to this Note on May 10, 2023. 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 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 8: DERIVATIVE LIABILITIES The Company issued Units consisting of Series C preferred stock and Warrants in a PIPE financing (see Note 9) and a Note payable (see Note 7) in two transactions (“Derivative Instruments”). The Series C warrants as well as the conversion option on the Note 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 years ended March 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF EACH WARRANTS Year Ended Year Ended Expected term 0.45 5.00 - Expected volatility 113 197 % - Expected dividend yield - - Risk-free interest rate 3.60 4.94 % - Exercise price $ 0.70 1.00 - Market price $ 0.70 1.43 - Derivative liabilities as of March 31, 2023 and March 31, 2022 are as follows. SCHEDULE OF REMAINING DERIVATIVE LIABILITIES March 31, 2023 March 31, 2022 Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 9) $ 9,948,473 $ - Fair value of conversion option on convertible note payable (see Note 7) 534,898 - Total $ 10,483,371 $ - Activity related to the derivative liabilities for the year ended March 31, 2023 is as follows: SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES Beginning balance as of March 31, 2022 $ - Issuances of Series C Warrants – derivative liabilities 12,304,724 Bifurcation of conversion option on convertible note payable 923,956 Change in fair value of derivative liabilities (2,745,309 ) Ending balance as of March 31, 2023 $ 10,483,371 The change in fair value of the derivative liability for the years ended March 31, 2023 and 2022 were $( 2,745,309 (2,954,109) There were no |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
LEASES | NOTE 9: 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 March 31, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) pursuant to which the Company sold 205.8726308 five-year 200% 25,000 5,146,816 In December 2022, the Company issued 1,666,667 100,000 100,000 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 None of the 17,450,000 restricted shares of common stock have been issued by the transfer agent as of November 30, 2022, and on November 15, 2022, 25,000 of these service-based shares were cancelled as the employee terminated their employment prior to any issuance or vesting of those shares. None of the shares have vested 17,425,000 5,500,000 5,005,000 11,925,000 10,851,750 1,000 5,000 2,942,673 225,000 14,236,391 SCHEDULE OF RESTRICTED STOCK UNITS RSUs Weighted Weighted Aggregate Outstanding at March 31, 2022 - $ - - $ - Granted 17,425,000 0.91 5.95 1,568,250 Exercised - - - - Forfeited or expired - - - - Outstanding at March 31, 2023 17,425,000 $ 0.91 5.95 $ 1,568,250 Vested at March 31, 2023 - $ - - $ - Series C Convertible Preferred Stock The Company on October 25, 2022, filed the Series C Certificate of Designation. The Company 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 is considered a “share settled debt” and is 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 Negative Covenants 25 Anti-Dilution Clause If, at any time while any share of Series C is outstanding, the Company shall issue any Common Stock, except for the Exempt Issuances, for a consideration per share or issues Common Stock Equivalents with an exercise, conversion or exchange price that is less than $0.80, then and thereafter successively upon each such issuance, the Conversion Price shall be reduced to such other lower price. Fundamental Transaction Clause Voting Rights The Company recognized amortization of the discount on the issuance of the Series C in the amount of $ 1,341,362 6,488,178 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 March 31, 2023 and 2022 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, 2021 60,421 $ 5.20 6.77 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at March 31, 2022 60,421 $ 5.20 5.77 Exercisable at March 31, 2022 60,421 $ 5.20 5.77 Number of Weighted Weighted Balance outstanding at March 31, 2022 60,421 $ 5.20 5.77 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at March 31, 2023 60,421 $ 5.20 4.77 Exercisable at March 31, 2023 60,421 $ 5.20 4.77 Warrants On August 10, 2017, the Company entered into a Securities Purchase Agreement with two investors to purchase from the Company 42,510 525,000 5,314 14.25 5,314 19.00 On July 21, 2021, the Company entered into a Consulting Agreement with a company controlled by its current Chief Executive Officer for a period of one year, expiring July 20, 2022 and issued it 1,400,000 five years 0.01 700,000 1,400,000 14,000 As discussed herein, the Company issued 10,293,632 five 1.00 The following table reflects Warrant activity: SCHEDULE OF WARRANTS ACTIVITY Warrants Shares Weighted Weighted Aggregate Outstanding at March 31, 2021 10,628 $ 16.625 1.45 $ - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at March 31, 2022 10,628 $ 16.625 0.45 $ - Exercisable at March 31, 2022 10,628 $ 16.625 0.45 $ - Warrants Shares Weighted Weighted Aggregate Outstanding at March 31, 2022 10,628 $ 16.625 0.45 $ - Granted 10,293,632 1.00 5.00 - Exercised - - - - Forfeited or expired (10,628 ) (16.625 ) ( 0.45 ) - Outstanding at March 31, 2023 10,293,632 $ 1.00 4.59 $ - Exercisable at March 31, 2023 10,293,632 $ 1.00 4.59 $ - NOTE 10: 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 March 31, 2023, the value of the unamortized lease right of use asset was $ 275,783 175,139 100,644 255,524 145,288 110,236 SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY Maturity of lease liability for the operating leases for the period ended March 31, 2024 $ 108,853 2025 $ 2,159 Imputed interest $ (776 ) Total lease liability $ 110,236 Disclosed as: Current portion $ 108,117 Non-current portion $ 2,119 SCHEDULE OF MATURITY OF FINANCE LEASE LIABILITY Maturity of lease liability for the financing leases for the period ended March 31, 2024 $ 55,427 2025 $ 55,427 2026 $ 55,427 2027 $ 32,332 Imputed interest $ (53,325 ) Total lease liability $ 145,288 Disclosed as: Current portion $ 31,629 Non-current portion $ 113,659 SCHEDULE OF AMORTIZATION OF RIGHT OF USE ASSET Amortization of the right of use asset for the period ended March 31, 2024 $ 138,444 2025 $ 48,355 2026 $ 53,661 2027 $ 35,323 Total $ 275,783 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: SCHEDULE OF TOTAL LEASE COST Year ended Year ended Operating lease expense $ 144,488 $ 135,850 Financing lease expense Depreciation of capitalized finance lease assets 14,564 - Interest expense on finance lease liabilities 12,002 - Finance lease expense $ 171,054 $ 135,850 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11: 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 March 31, 2023 and 2022, the Company is owed $ 683,043 56,269 274,598 957,641 The May Family Foundation controls 15.61 6.76 All amounts due to Ecoark were exchanged for the 1,200 28,953,510 1,200 In connection with the Company’s acquisition of White River Holdings from Ecoark in July 2022, the Company granted Ault certain participation rights in its oil and gas exploration and drilling ventures (“Participation Rights”) identical to rights Ecoark had given Ault. Ault exercised these Participation Rights and will invest approximately $ 3.25 635,000 On March 22, 2023, our Board of Directors approved Ecoark Holding’s advancing payments to us of up to $ 3.25 10,833.33 The Company from time to time will borrow amounts from related parties. During the year ended March 31, 2023 the Company borrowed $ 1,725,000 542,750 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 12: 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 years ended March 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 March 31, 2023 Derivative liabilities $ - $ - $ 10,483,371 March 31, 2022 Derivative liabilities $ - $ - $ - The table in Note 8 shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the year ended March 31, 2023. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 13: COMMITMENTS Participation Agreements On July 27, 2022, the Company entered into a Participation Agreement with Ault Energy, LLC (“Ault Energy”) for drilling one well on the Company’s mineral lease in exchange for a 40 28.8 971,609 On November 22, 2022, the Company entered into two Participation Agreements with the WR Fund, which is consolidated by the Company as the Company’s subsidiary is the general partner of the WR Fund as discussed in Note 1 under “Principles of Consolidation” whereby the parties agreed to the following: (i) under the first Agreement , the WR Fund agreed to pay the Company an initial amount of $ 1,408,000 50 32.5 1,567,632 37.5 27 595,972 992,963 On December 5, 2022, the Company entered into a Participation Agreement with Ault Energy for $ 1,567,632 37.5 27 595,972.45 On December 30, 2022, the Company entered into a Participation Agreements with the WR Fund, whereby the parties agreed to the following: WR Fund agreed to pay the Company an initial amount of $ 267,520 9.5 6.18 188,663 In January 2023, the Company entered into five separate Participation Agreements with investors, pursuant to which the parties paid $ 300,000 50,000 1.0412490 0.7809370 On March 22, 2023, the Company entered into a Participation Agreement with Ault for $ 960,385 20 15 Under each of the above-described Participation Agreements, the investors also agreed to participate in the drilling of the initial test well, and each party may also drill a substitute well if the test well is abandoned prior to reaching the agreed upon depth. Further, for any well drilled after the initial test well and substitute well referenced herein, the Investors agreed to the same cost sharing arrangements as provided for in the initial test well. White River Fund The WR Fund which is consolidated by the Company as the Company’s subsidiary is the general partner of the WR Fund as discussed in Note 1 under “Principles of Consolidation” is a closed-end private fund where general partners and limited partners invest into the fund and the fund then purchases direct working interests in various oil and gas drilling projects of the Company. The Company has made the commitment to purchase all outstanding working interests from the WR Fund 42 months after the final closing of the offering or not later than March 31, 2027. The Company has formally committed to purchasing these working 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 ten percent (10%) carried interest, payable starting after all investor partners have received a return of capital. The WR Fund invested in two drilling projects in the Company during the year ended March 31, 2023. Broker Dealer Acquisition On January 23, 2023 the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with an entity (the “Seller”), which Seller is the sole member of another entity (the “Broker”), pursuant to which the Company agreed to purchase from the Seller all membership interests in the Broker in exchange for (i) payment of $ 70,000 in cash, (ii) prepaid expenses incurred or to be incurred by the Broker not to exceed $ 30,000 , and (iii) up to $ 20,000 in transaction expenses incurred by the Seller in connection with the MIPA. In connection with the execution of the MIPA, the Company paid a $ 10,000 non-refundable deposit, which will be applied against the cash portion of the purchase consideration at closing. In February 2023, we filed a change of control application, referred to as a Continuing Membership Application or CMA, with FINRA in February 2023. In April 2023, we incurred a conflict with our proposed principal assigned as a control person of the broker-dealer post-acquisition and engaged new principals as control persons of the broker-dealer acquisition post-acquisition as well as engaged an outside advisory firm experienced in filing CMA applications. We spoke with FINRA in April 2023 and they approved the change in principals that we proposed. Upon re-filing the CMA application with the new principals, FINRA extended the CMA application start date to April 25, 2023 which provided the Company with 180 additional days to complete the acquisition. The Company entered into the MIPA to acquire the Broker for the purpose of enabling the Company to create and sell interests in oil and gas funds to assist the Company in continuing its oil and gas exploration and drilling activities. 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 Executive Chairman, is receiving an annual base salary of $ 400,000 5,000,000 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 Executive Officer, is receiving an annual base salary of $ 350,000 5,000,000 5,000,000 (A) a 5 (B) a 10 Alisa Horgan, our Chief Administrative Officer and a member of our Board of Directors and Mr. May’s daughter, is receiving an annual base salary of $ 180,000 2,000,000 2,000,000 10 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 $ 200,000 2,000,000 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 restricted stock 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 “Restricted Stock 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 Restricted Stock Grant will be increased to $ 200,000 100,000 In addition, the Company agreed to enter into indemnification agreements with each of its officers and directors. See Note 9 for applicable ASC 718 disclosures related to these grants. Legal Matters The Company is a party to two separate matters in the United States District Court, Western District of Louisiana (Alexandria Division) from December 30, 2021. The matters allege that the Company acted in bad faith, and the plaintiffs seek to recover all proceeds from the Company 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 matter in the 7 th |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14: CONCENTRATIONS Customer Concentration 97 % and 66 % of accounts receivable, of which two of the customers in 2023 have been reserved in the allowance for doubtful accounts, respectively. In addition, two and three customers represent approximately 91 95 % of total revenues for the Company for the years ended March 31, 2023 and 2022, respectively. 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. |
SECURED PROMISSORY NOTE
SECURED PROMISSORY NOTE | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SECURED PROMISSORY NOTE | NOTE 15: SECURED PROMISSORY NOTE On September 2, 2022, the Company issued a $ 200,000 one-year September 2, 2023 12 6,000 8,000 200,000 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Mar. 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 years ended March 31, 2023 and 2022, respectively. SCHEDULE OF DISCONTINUED OPERATIONS 2023 2022 Revenue $ 212 $ - Operating expenses 86,060 - Other (income) loss - - Net loss from discontinued operations $ (85,848 ) $ - The following represents the calculation of the loss on disposal of Norr at September 20, 2022: Proceeds from sale $ 3 Cash (3,205 ) Inventory (40,901 ) Prepaid expenses Loss on disposal of discontinued operations $ (44,103 ) The following represents the calculation of the loss on disposal of Elysian at September 21, 2022: Proceeds from sale $ 1 Cash (552 ) Prepaid expenses (100,000 ) Loss on disposal of discontinued operations $ (100,551 ) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17: INCOME TAXES The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the year ended March 31, 2023. The year ended March 31, 2023 is the initial tax return for the Company: SCHEDULE OF SIGNIFICANT DIFFERENCES BETWEEN THE U.S. FEDERAL STATUTORY TAX RATE AND THE COMPANY’S EFFECTIVE TAX RATE 2023 2022 Federal income taxes at statutory rate 21.00 % - % State income taxes at statutory rate 1.41 % - % Permanent differences (9.52 )% - % True-up impact 2.58 % - % Change in valuation allowance (15.47 )% - % Totals 0.00 % 0.00 % The following is a summary of the net deferred tax asset (liability) as of March 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX ASSET AND LIABILITIES As of As of March 31, 2023 March 31, 2022 Deferred tax assets: Net operating losses $ 4,104,711 $ - Accrued expenses 26,531 - Stock options 773,581 - ROU Liability 60,262 - Intangibles – Oil and Gas Properties 1,826,218 - Asset Retirement Obligations 28,186 - Bad debt 153,426 Consulting fees 416,643 - Total deferred tax assets 7,389,558 - Deferred tax liabilities: ROU Assets (65,039 ) - Depreciation (657,304 ) - Total deferred tax liabilities (722,343 ) - Total deferred tax liabilities before valuation allowance 6,667,215 - Valuation allowance (6,667,215 ) - Net deferred tax assets/liabilities $ - $ - The federal net operating loss at March 31, 2023 is $ 17,404,912 14,096,526 1,516,723 The Company is subject to taxation in the US and various state jurisdictions. No income tax returns are currently under examination as the Company files its initial return for 2022. As of March 31, 2023, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes interest and penalties, if any, for unrecognized tax benefits as part of income tax expense. For the year ended March 31, 2023, there were no interest and penalties recorded in income tax expense. The provision (benefit) for income taxes for the year ended March 31, 2023 and 2022 is as follows: SCHEDULE OF INCOME TAX BENEFIT Current $ - $ - Deferred - - Total $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18: SUBSEQUENT EVENTS The following events occurred from April 1, 2023 up through the date of filing: The Company raised additional proceeds in April 2023 of $ 1,141,000 290,000 On May 10, 2023, the Company entered into an amendment with the holder of the 10 120 127.5 2,125,000 125 132.5 2,208,333.34 120 127.5 2,125,000 1,666,666.67 Between April 1, 2023 and June 1, 2023, the Company entered into employment agreements with three individuals. The agreements range between five years ten years 65,000 150,000 1,150,000 five ten In June 2023, the Company issued 167,133 shares to its three non-employee directors that were earned through March 31, 2023. The Company entered into five-year Employment Agreements effective May 2023 with Colin Cosgrove and Zackery Holley. 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, receives a monthly base salary of $ 65,000 10 10 Each of Messrs. Cosgrove and Holley are eligible for quarterly bonuses as determined by Mr. Puchir with the approval of Mr. May. Each of Messrs. Cosgrove and Holley received a grant of 2,500,000 850,000 200,000 850,000 10 SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) The following supplemental unaudited information regarding the Company’s oil and gas activities is presented pursuant to the disclosure requirements of ASC 932. All of the Company’s activities are in the United States. SCHEDULE OF RESULTS OF OPERATIONS FROM OIL AND GAS PRODUCING ACTIVITIES Results of Operations from Oil and Gas Producing Activities March 31, 2023 March 31, 2022 Oil and gas revenues $ 1,103,975 $ 5,046,559 Lease operating costs (770,133 ) (1,412,093 ) Depletion, accretion and impairment (5,987,722 ) (4,949,830 ) Result of oil and gas producing activities before income taxes (5,653,880 ) (1,315,364 ) Provision for income taxes - - Total $ (5,653,880 ) $ (1,315,364 ) SCHEDULE OF CAPITALIZED COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES Capitalized Costs Incurred in Oil and Gas Producing Activities March 31, 2023 March 31, 2022 Leasehold costs Proved $ 6,496,427 $ 5,520,542 Unevaluated wells in progress 3,244,653 4,936,352 Less accumulated depletion and impairment (5,211,250 ) (3,225,527 ) Net capitalized costs $ 4,529,830 $ 7,231,367 SCHEDULE OF COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES Costs Incurred in Oil and Gas Producing Activities March 31, 2023 March 31, 2022 Acquisition of properties Proved $ - $ - Unproved $ - $ 303,500 Development costs $ - $ 114,424 Exploration costs $ 3,244,653 $ - Reserve Quantity Information The supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company’s reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as future information becomes available. The Company’s proved oil and gas reserves have been estimated by the certified independent engineering firm, Ryder Scott Company, LP. Proved reserves are the estimated quantities that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods when the estimates were made. Due to the inherent uncertainties and the limited nature of reservoir data, such estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of these reserves may be substantially different from the original estimate. Revisions result primarily from new information obtained from development drilling and production history; acquisitions of oil and gas properties; and changes in economic factors. As of March 31, 2023, our total reserves were comprised of our working interest in our wells in Louisiana and Mississippi. Estimated Quantities of Proved Reserves (Bbl) SCHEDULE OF ESTIMATED QUANTITIES OF PROVED RESERVES Estimated Quantities of Net Proved Reserves March 31, 2023 March 31, 2022 Net Proved Developed, Producing 35,597 169,688 Net Proved Developed, Non-Producing - - Total Net Proved Developed 35,597 169,688 Net Proved Undeveloped - - Total Net Proved 35,597 169,688 SCHEDULE OF ESTIMATED QUANTITIES OF NET PROVED RESERVES - PROVED DEVELOPED, PRODUCING Estimated Quantities of Net Proved Reserves – Proved Developed, Producing March 31, 2023 March 31, 2022 Beginning of the year 169,688 462,914 Revisions of previous estimates 2,729 (21,570 ) Improved recovery - - Purchases of minerals in place - - Extensions and discoveries - - Production (12,430 ) (61,039 ) Sales of minerals in place (124,390 ) (210,617 ) End of year 35,597 169,688 Petroleum and Natural Gas Reserves Reserves are estimated remaining quantities of oil and natural gas and related substances, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known resources, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC 932, “Extractive Activities – Oil and Gas.” Future cash inflows as March 31, 2023 and 2022 were computed by applying the unweighted, arithmetic average of the closing price on the first day of each month for the twelve month period prior to March 31, 2023 and 2022 to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming continuation of existing economic conditions. The standardized measure includes costs for future dismantlement, abandonment and rehabilitation obligations. Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. Future income tax expenses give effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of ten percent annually to derive the standardized measure of discounted future net cash flows. This calculation procedure does not necessarily result in an estimate of the fair market value of the Company’s oil and natural gas properties. The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended March 31, 2023 and 2022 are as follows: SCHEDULE OF STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW Standardized Measure of Discounted Future Net Cash Flow March 31, 2023 March 31, 2022 Future gross revenue $ 3,312,874 $ 12,801,590 Less: Future production tax expense (73,602 ) (602,982 ) Future gross revenue after production taxes 3,239,272 12,198,608 Less: Future operating costs (1,407,661 ) (4,156,412 ) Less: Ad Valorem Taxes - (167,657 ) Less: Development costs (136,144 ) (565,085 ) Future net income (loss) before taxes 1,695,467 7,309,454 Less: Future income tax expense (1) - - 10% annual discount for estimated timing of cash flows (410,290 ) (2,460,231 ) Discounted future net cash flows $ 1,285,177 $ 4,849,223 (1) The Company has sufficient tax deductions and allowances related to proved oil and gas reserves to offset future net revenues. Changes in Standardized Measure of Discounted Future Net Cash Flows The changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended March 31, 2023 and 2022 are as follows: SCHEDULE OF CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE CASH FLOW Change in Standardized Measure of Discounted Future Net Cash Flow March 31, 2023 March 31, 2022 Balance - beginning $ 4,849,223 $ 5,701,791 Net changes in prices and production costs 687,994 4,156,823 Net changes in future development costs 15,572 (118,770 ) Sales of oil and gas produced, net (801,580 ) (363,095 ) Extensions, discoveries and improved recovery - - Purchases of reserves - - Sales of reserves (3,165,059 ) (4,374,378 ) Revisions of previous quantity estimates (300,973 ) (153,148 ) Previously estimated development costs incurred - - Net change income taxes - - Accretion of discount - - Balance - ending $ 1,285,177 $ 4,849,223 In accordance with SEC requirements, the pricing used in the Company’s standardized measure of future net revenues in based on the twelve-month unweighted arithmetic average of the first day of the month price for the period April through March for each period presented and adjusted by lease for transportation fees and regional price differentials. The use of SEC pricing rules may not be indicative of actual prices realized by the Company in the future. Reconciliation of PV-10 to the Standardized Measure The Company does not expect to be taxable or pay cash income taxes based on its available net operating loss (“NOL”) carryforwards and additional net tax assets generated in the development of its reserves. As such, the standardized measure does not include an income tax provision thus the PV-10 amount is the same as the standardized measure. PV-10 is the estimated present value of the future net revenues from our estimated proved natural gas and oil reserves before income taxes discounted using a 10% discount rate. PV-10 is considered a non-GAAP financial measure under SEC regulations because it does not include the effects of future income taxes, as is required in computing the standardized measure of discounted future net cash flows. We believe that PV-10 is an important measure that can be used to evaluate the relative significance of our oil and gas properties and that PV-10 is widely used by securities analysts and investors when evaluating oil and gas companies. Because many factors that are unique to each individual company impact the amount of future income taxes to be paid, the use of a pre-tax measure provides greater comparability of assets when evaluating companies. We believe that most other companies in the oil and gas industry calculate PV-10 on the same basis as the standardized measure of discounted future net cash flows but without deducting income taxes. |
DESCRIPTION OF BUSINESS, BASI_2
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | 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. Pursuant to the Exchange Agreement Mr. Randy May, Ecoark’s Chief Executive Officer, was appointed as Executive Chairman and as a director of the Company, and Mr. Jay Puchir, Ecoark’s Chief Financial Officer, was appointed as Chief Executive Officer and Principal Financial Officer of the Company. Effective July 28, 2022, the number of directors of the Company was fixed at five, and Danny Hames, James Cahill, Greg Landis, and Alisa Horgan were appointed as directors. Alisa Horgan is the daughter of Randy May, and wife of Richard Horgan, who was the Company’s Chief Executive Officer and sole director until after the closing of the Holdings acquisition. 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 shares of Series C. From October 25, 2022 through March 31, 2023, the Company sold 205.8726308 5,146,816 45.64 Units for $ 1,141,000 one share of Series C and one Warrant to purchase 200 % of the shares of common stock underlying such share of Series C (the “Units”) at a purchase price of $ 25,000 per Unit. In addition, the Company sold another 11.6 units ($ 290,000 ) to investors, for which the deposit has not been made yet. The Warrants may be separately sold by the holders rather than exercised into shares of common stock, and the Company has submitted an application for the Warrants to be traded on the OTCQB under their own unique ticker symbol. 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 were 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. |
Basis of Presentation | Basis of Presentation The Company’s 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 |
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 E&P Management 1, LLC the general partner and manager of the 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 general partner has ownership of 0.01 99.99 |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the March 31, 2022 consolidated financial statements to be consistent with the March 31, 2023 presentation. These changes had no impact on the Company’s financial position or result of operations for the periods presented. In addition, we had reclassifications related to the retroactive treatment of certain liabilities and equity items which are reflected by asterisks in the consolidated financial statements that had no impact on our net income (loss). |
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 has in the past maintained balances in financial institutions where deposits may 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 accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, 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 $ 5,868,205 6,029,132 |
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 5,487,665 |
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 March 31, 2023 and 2022, the Company had established $ 650,562 208,713 |
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 determined during the year ended March 31, 2023, that the goodwill of $ 2,100,374 5,917,843 |
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. |
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 does not have a material impact on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Going Concern and Liquidity | Going Concern and Liquidity With the acquisition of Holdings, their former parent, Ecoark contributed $ 3,000,000 into the Company. In addition, the Company raised capital through a private investment in a public equity (PIPE) and raised approximately $ 6,288,000 through the end of April 2023 from this PIPE offering, together with approximately $ 1,906,000 received from Participation Agreements to provide the funds necessary for the Company’s drilling program. The Company also began receiving drilling capital from the limited partners of the WR Fund during the year ended March 31, 2023. 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. The accompanying financial statements for the year ended March 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. 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. Impact of COVID-19 COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets for the years ended March 31, 2023 and 2022. COVID-19 has also contributed to the supply chain disruptions which have not had a material effect for the Company. The Company will continue to monitor potential supply chain shortages affecting its business. The extent to which COVID-19 may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. |
MERGER (Tables)
MERGER (Tables) | 12 Months Ended |
Mar. 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 years ended March 31, 2023 and 2022, as if the acquisitions had occurred on April 1, 2022 and 2021, respectively. SCHEDULE OF BUSINESS ACQUISITION Years Ended (Unaudited) Revenues $ 5,046,559 Net loss $ (6,922,753 ) Net loss per share $ - Years Ended (Unaudited) Revenues $ 1,103,975 Net loss $ (43,089,977 ) Net loss per share $ (4.85 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of March 31, 2023 and 2022: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 March 31, 2022 Land $ 140,000 $ 140,000 Buildings ( 39 236,000 236,000 Machinery and equipment ( 3 10 3,141,159 278,116 Total property and equipment 3,517,159 654,116 Accumulated depreciation and impairment (265,727 ) (57,652 ) Property and equipment, net $ 3,251,432 $ 596,464 |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Extractive Industries [Abstract] | |
SCHEDULE OF OIL AND GAS ACTIVITIES | The following table summarizes the Company’s oil and gas activities by classification for the periods ended March 31, 2023 and 2022. SCHEDULE OF OIL AND GAS ACTIVITIES March 31, 2023 March 31, 2022 Proved leasehold costs $ 6,496,427 $ 5,520,542 Accumulated, depletion and impairment (5,211,250 ) (3,225,527 ) Oil and gas properties, net $ 1,285,177 $ 2,295,015 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
SCHEDULE OF ASSET RETIREMENT OBLIGATIONS | The following table summarizes activity in the Company’s ARO for the years ended March 31, 2023 and 2022: SCHEDULE OF ASSET RETIREMENT OBLIGATIONS March 31, 2023 March 31, 2022 Balance, beginning of period $ 1,303,751 $ 1,531,589 Accretion expense 119,518 155,612 Reclamation obligations settled - - Disposition due to sale of property (684,679 ) (383,450 ) Additions 13,428 - Changes in estimates 711,913 - Balance, end of period $ 1,463,931 $ 1,303,751 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | Long-term debt consisted of the following as of March 31, 2023 and 2022. SCHEDULE OF LONG-TERM DEBT March 31, 2023 March 31, 2022 Truck loan – Amur Capital (a) $ 71,342 $ - Truck loan – Mitsubishi (b) 43,332 - Tractor loan – Simmons Bank (d) 43,873 - Loan – Simmons Bank (f) 25,138 - Rig Loan – North Mill (g) 94,099 - Loan – Amur Capital (e) 35,212 - Total long-term debt 312,996 - Less: current portion (104,950 ) - Long-term debt, net of current portion $ 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 13, 2022, White River Operating LLC, an indirect subsidiary of the Company, issued a secured promissory note payable for $ 1,500,000 1,800,000 300,000 7.50 25,000 1,540,065 65,065 (d) On October 11, 2022, entered into long-term secured note payable for $ 50,142 October 11, 2025 7.99 monthly no (e) On October 18, 2022, entered into long-term secured note payable for $ 37,599 October 18, 2027 11.99 monthly no (f) In August 2022, entered into long-term note payable in the amount of $ 28,900 August 2, 2026 6.50 monthly no (g) In January 2023, entered into long-term note payable in the amount of $ 99,000 January 9, 2026 7.99 monthly no |
SCHEDULE OF MATURITIES | The following is a list of maturities as of March 31: SCHEDULE OF MATURITIES 2024 $ 104,950 2025 106,045 2026 81,946 2027 14,435 2028 5,620 Total $ 312,996 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF EACH WARRANTS | 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 years ended March 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF EACH WARRANTS Year Ended Year Ended Expected term 0.45 5.00 - Expected volatility 113 197 % - Expected dividend yield - - Risk-free interest rate 3.60 4.94 % - Exercise price $ 0.70 1.00 - Market price $ 0.70 1.43 - |
SCHEDULE OF REMAINING DERIVATIVE LIABILITIES | Derivative liabilities as of March 31, 2023 and March 31, 2022 are as follows. SCHEDULE OF REMAINING DERIVATIVE LIABILITIES March 31, 2023 March 31, 2022 Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 9) $ 9,948,473 $ - Fair value of conversion option on convertible note payable (see Note 7) 534,898 - Total $ 10,483,371 $ - |
SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES | Activity related to the derivative liabilities for the year ended March 31, 2023 is as follows: SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES Beginning balance as of March 31, 2022 $ - Issuances of Series C Warrants – derivative liabilities 12,304,724 Bifurcation of conversion option on convertible note payable 923,956 Change in fair value of derivative liabilities (2,745,309 ) Ending balance as of March 31, 2023 $ 10,483,371 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF RESTRICTED STOCK UNITS | SCHEDULE OF RESTRICTED STOCK UNITS RSUs Weighted Weighted Aggregate Outstanding at March 31, 2022 - $ - - $ - Granted 17,425,000 0.91 5.95 1,568,250 Exercised - - - - Forfeited or expired - - - - Outstanding at March 31, 2023 17,425,000 $ 0.91 5.95 $ 1,568,250 Vested at March 31, 2023 - $ - - $ - |
SCHEDULE OF STOCK OPTION ACTIVITY | As summary of option activity under the 2016 Plan as of March 31, 2023 and 2022 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, 2021 60,421 $ 5.20 6.77 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at March 31, 2022 60,421 $ 5.20 5.77 Exercisable at March 31, 2022 60,421 $ 5.20 5.77 Number of Weighted Weighted Balance outstanding at March 31, 2022 60,421 $ 5.20 5.77 Granted - - - Exercised - - - Forfeited - - - Expired - - - Cancelled - - - Balance outstanding at March 31, 2023 60,421 $ 5.20 4.77 Exercisable at March 31, 2023 60,421 $ 5.20 4.77 |
SCHEDULE OF WARRANTS ACTIVITY | The following table reflects Warrant activity: SCHEDULE OF WARRANTS ACTIVITY Warrants Shares Weighted Weighted Aggregate Outstanding at March 31, 2021 10,628 $ 16.625 1.45 $ - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at March 31, 2022 10,628 $ 16.625 0.45 $ - Exercisable at March 31, 2022 10,628 $ 16.625 0.45 $ - Warrants Shares Weighted Weighted Aggregate Outstanding at March 31, 2022 10,628 $ 16.625 0.45 $ - Granted 10,293,632 1.00 5.00 - Exercised - - - - Forfeited or expired (10,628 ) (16.625 ) ( 0.45 ) - Outstanding at March 31, 2023 10,293,632 $ 1.00 4.59 $ - Exercisable at March 31, 2023 10,293,632 $ 1.00 4.59 $ - |
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 March 31, 2024 $ 108,853 2025 $ 2,159 Imputed interest $ (776 ) Total lease liability $ 110,236 Disclosed as: Current portion $ 108,117 Non-current portion $ 2,119 |
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 March 31, 2024 $ 55,427 2025 $ 55,427 2026 $ 55,427 2027 $ 32,332 Imputed interest $ (53,325 ) Total lease liability $ 145,288 Disclosed as: Current portion $ 31,629 Non-current portion $ 113,659 |
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 March 31, 2024 $ 138,444 2025 $ 48,355 2026 $ 53,661 2027 $ 35,323 Total $ 275,783 |
SCHEDULE OF TOTAL LEASE COST | Individual components of the total lease cost incurred by the Company is as follows: SCHEDULE OF TOTAL LEASE COST Year ended Year ended Operating lease expense $ 144,488 $ 135,850 Financing lease expense Depreciation of capitalized finance lease assets 14,564 - Interest expense on finance lease liabilities 12,002 - Finance lease expense $ 171,054 $ 135,850 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ESTIMATES | SCHEDULE OF FAIR VALUE ESTIMATES Level 1 Level 2 Level 3 March 31, 2023 Derivative liabilities $ - $ - $ 10,483,371 March 31, 2022 Derivative liabilities $ - $ - $ - |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | The Company reclassified the following operations to discontinued operations for the years ended March 31, 2023 and 2022, respectively. SCHEDULE OF DISCONTINUED OPERATIONS 2023 2022 Revenue $ 212 $ - Operating expenses 86,060 - Other (income) loss - - Net loss from discontinued operations $ (85,848 ) $ - The following represents the calculation of the loss on disposal of Norr at September 20, 2022: Proceeds from sale $ 3 Cash (3,205 ) Inventory (40,901 ) Prepaid expenses Loss on disposal of discontinued operations $ (44,103 ) The following represents the calculation of the loss on disposal of Elysian at September 21, 2022: Proceeds from sale $ 1 Cash (552 ) Prepaid expenses (100,000 ) Loss on disposal of discontinued operations $ (100,551 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF SIGNIFICANT DIFFERENCES BETWEEN THE U.S. FEDERAL STATUTORY TAX RATE AND THE COMPANY’S EFFECTIVE TAX RATE | The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the year ended March 31, 2023. The year ended March 31, 2023 is the initial tax return for the Company: SCHEDULE OF SIGNIFICANT DIFFERENCES BETWEEN THE U.S. FEDERAL STATUTORY TAX RATE AND THE COMPANY’S EFFECTIVE TAX RATE 2023 2022 Federal income taxes at statutory rate 21.00 % - % State income taxes at statutory rate 1.41 % - % Permanent differences (9.52 )% - % True-up impact 2.58 % - % Change in valuation allowance (15.47 )% - % Totals 0.00 % 0.00 % |
SCHEDULE OF DEFERRED TAX ASSET AND LIABILITIES | The following is a summary of the net deferred tax asset (liability) as of March 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX ASSET AND LIABILITIES As of As of March 31, 2023 March 31, 2022 Deferred tax assets: Net operating losses $ 4,104,711 $ - Accrued expenses 26,531 - Stock options 773,581 - ROU Liability 60,262 - Intangibles – Oil and Gas Properties 1,826,218 - Asset Retirement Obligations 28,186 - Bad debt 153,426 Consulting fees 416,643 - Total deferred tax assets 7,389,558 - Deferred tax liabilities: ROU Assets (65,039 ) - Depreciation (657,304 ) - Total deferred tax liabilities (722,343 ) - Total deferred tax liabilities before valuation allowance 6,667,215 - Valuation allowance (6,667,215 ) - Net deferred tax assets/liabilities $ - $ - |
SCHEDULE OF INCOME TAX BENEFIT | The provision (benefit) for income taxes for the year ended March 31, 2023 and 2022 is as follows: SCHEDULE OF INCOME TAX BENEFIT Current $ - $ - Deferred - - Total $ - $ - |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SCHEDULE OF RESULTS OF OPERATIONS FROM OIL AND GAS PRODUCING ACTIVITIES | SCHEDULE OF RESULTS OF OPERATIONS FROM OIL AND GAS PRODUCING ACTIVITIES Results of Operations from Oil and Gas Producing Activities March 31, 2023 March 31, 2022 Oil and gas revenues $ 1,103,975 $ 5,046,559 Lease operating costs (770,133 ) (1,412,093 ) Depletion, accretion and impairment (5,987,722 ) (4,949,830 ) Result of oil and gas producing activities before income taxes (5,653,880 ) (1,315,364 ) Provision for income taxes - - Total $ (5,653,880 ) $ (1,315,364 ) |
SCHEDULE OF CAPITALIZED COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES | SCHEDULE OF CAPITALIZED COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES Capitalized Costs Incurred in Oil and Gas Producing Activities March 31, 2023 March 31, 2022 Leasehold costs Proved $ 6,496,427 $ 5,520,542 Unevaluated wells in progress 3,244,653 4,936,352 Less accumulated depletion and impairment (5,211,250 ) (3,225,527 ) Net capitalized costs $ 4,529,830 $ 7,231,367 |
SCHEDULE OF COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES | SCHEDULE OF COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES Costs Incurred in Oil and Gas Producing Activities March 31, 2023 March 31, 2022 Acquisition of properties Proved $ - $ - Unproved $ - $ 303,500 Development costs $ - $ 114,424 Exploration costs $ 3,244,653 $ - |
SCHEDULE OF ESTIMATED QUANTITIES OF PROVED RESERVES | Estimated Quantities of Proved Reserves (Bbl) SCHEDULE OF ESTIMATED QUANTITIES OF PROVED RESERVES Estimated Quantities of Net Proved Reserves March 31, 2023 March 31, 2022 Net Proved Developed, Producing 35,597 169,688 Net Proved Developed, Non-Producing - - Total Net Proved Developed 35,597 169,688 Net Proved Undeveloped - - Total Net Proved 35,597 169,688 |
SCHEDULE OF ESTIMATED QUANTITIES OF NET PROVED RESERVES - PROVED DEVELOPED, PRODUCING | SCHEDULE OF ESTIMATED QUANTITIES OF NET PROVED RESERVES - PROVED DEVELOPED, PRODUCING Estimated Quantities of Net Proved Reserves – Proved Developed, Producing March 31, 2023 March 31, 2022 Beginning of the year 169,688 462,914 Revisions of previous estimates 2,729 (21,570 ) Improved recovery - - Purchases of minerals in place - - Extensions and discoveries - - Production (12,430 ) (61,039 ) Sales of minerals in place (124,390 ) (210,617 ) End of year 35,597 169,688 |
SCHEDULE OF STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW | SCHEDULE OF STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW Standardized Measure of Discounted Future Net Cash Flow March 31, 2023 March 31, 2022 Future gross revenue $ 3,312,874 $ 12,801,590 Less: Future production tax expense (73,602 ) (602,982 ) Future gross revenue after production taxes 3,239,272 12,198,608 Less: Future operating costs (1,407,661 ) (4,156,412 ) Less: Ad Valorem Taxes - (167,657 ) Less: Development costs (136,144 ) (565,085 ) Future net income (loss) before taxes 1,695,467 7,309,454 Less: Future income tax expense (1) - - 10% annual discount for estimated timing of cash flows (410,290 ) (2,460,231 ) Discounted future net cash flows $ 1,285,177 $ 4,849,223 (1) The Company has sufficient tax deductions and allowances related to proved oil and gas reserves to offset future net revenues. |
SCHEDULE OF CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE CASH FLOW | SCHEDULE OF CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE CASH FLOW Change in Standardized Measure of Discounted Future Net Cash Flow March 31, 2023 March 31, 2022 Balance - beginning $ 4,849,223 $ 5,701,791 Net changes in prices and production costs 687,994 4,156,823 Net changes in future development costs 15,572 (118,770 ) Sales of oil and gas produced, net (801,580 ) (363,095 ) Extensions, discoveries and improved recovery - - Purchases of reserves - - Sales of reserves (3,165,059 ) (4,374,378 ) Revisions of previous quantity estimates (300,973 ) (153,148 ) Previously estimated development costs incurred - - Net change income taxes - - Accretion of discount - - Balance - ending $ 1,285,177 $ 4,849,223 |
DESCRIPTION OF BUSINESS, BASI_3
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2023 | Oct. 25, 2022 | Jul. 29, 2022 | Jul. 25, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 28, 2022 | Sep. 19, 2022 | ||
Common stock, shares authorized | 42,253,521 | 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 | 200,000,000 | 5,000,000 | ||||||||
Outstanding shares percentage | 15.61% | ||||||||||||
Number of shares issued | 205.8726308 | ||||||||||||
Stated value | $ 30,000,000 | ||||||||||||
Number of sale of stock | 205.8726308 | ||||||||||||
Number of sale of stock, value | $ 5,146,816 | ||||||||||||
Stock issued during period value other | $ 5,964,000 | ||||||||||||
Common stock, shares outstanding | 8,400,000 | 10,166,667 | 10,166,667 | 0 | |||||||||
Goodwill impairment | $ 5,917,843 | ||||||||||||
Cash federally insured deposit limit | $ 250,000 | 250,000 | |||||||||||
Depletion of oil and gas properties | $ 5,868,205 | $ 6,029,132 | |||||||||||
Present value discount, percentage | 10% | ||||||||||||
Impairment amount recognized | $ 5,487,665 | ||||||||||||
Provision for doubtful accounts | 650,562 | ||||||||||||
Goodwill, Impairment Loss | 8,018,217 | ||||||||||||
Business Combination, Price of Acquisition, Expected | 3,000,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Business Combination, Price of Acquisition, Expected | 6,288,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Business Combination, Price of Acquisition, Expected | 1,906,000 | ||||||||||||
Goodwill [Member] | |||||||||||||
Goodwill, Impairment Loss | $ 2,100,374 | ||||||||||||
WR Fund General Partners [Member] | |||||||||||||
Ownership percentage | 0.01% | 0.01% | |||||||||||
WR Fund Limirted Partners [Member] | |||||||||||||
Ownership percentage | 9,999% | 9,999% | |||||||||||
Investor [Member] | |||||||||||||
Number of sale of stock | 11.6 | ||||||||||||
Deposits | $ 290,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Number of sale of stock | 45.64 | ||||||||||||
Number of sale of stock, value | $ 1,141,000 | ||||||||||||
Warrant to purchase shares percentage | 200% | ||||||||||||
Purchase price per units of common stock | $ 25,000 | ||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||
Deposits | $ 290,000 | $ 290,000 | |||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Number of sale of stock | 1 | ||||||||||||
Fortium Holdings Corp [Member] | |||||||||||||
Common stock, shares outstanding | 60,000,000 | 8,400,000 | 8,400,000 | ||||||||||
Goodwill, Impairment Loss | $ 5,917,843 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Number of shares issued | 1,200 | ||||||||||||
Stated value | [1] | $ 1 | 1 | 1 | |||||||||
Series A Preferred Stock [Member] | White River Holdings Corp [Member] | |||||||||||||
Number of shares issued | 1,200 | ||||||||||||
Series A Preferred Stock [Member] | Fortium Holdings Corp [Member] | |||||||||||||
Number of shares issued | 1,200 | ||||||||||||
Stated value | $ 30,000,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Stated value | |||||||||||||
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 | ||||||||||||
Ecoark Holdings Inc [Member] | |||||||||||||
Outstanding shares percentage | 100% | ||||||||||||
Elysian [Member] | |||||||||||||
Stock issued during period value other | $ 1 | ||||||||||||
Norr [Member] | |||||||||||||
Stock issued during period value other | $ 3 | ||||||||||||
[1]On July 25, 2022, White River Holdings Corp (“Holdings”) acquired White River Energy Corp, then named Fortium Holdings Corp. (the “Company”) in a share exchange. White River Holding’s parent, Bitnile Metaverse, Inc (“Ecoark”) was issued 1,200 60,000,000 25,058,733 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill | $ 2,100,374 | |
Purchase price | 5,964,000 | |
Fortium Holdings Corp [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
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) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Merger | ||
Revenues | $ 1,103,975 | $ 5,046,559 |
Net loss | $ (43,089,977) | $ (6,922,753) |
Net loss per share | $ (4.85) |
MERGER (Details Narrative)
MERGER (Details Narrative) - USD ($) | 12 Months Ended | |||||
Sep. 30, 2022 | Jul. 25, 2022 | Jul. 25, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Number of shares issued | 205.8726308 | |||||
Stated value | $ 30,000,000 | $ 30,000,000 | ||||
Purchase price | $ 5,964,000 | |||||
Common stock, shares outstanding | 8,400,000 | 8,400,000 | 10,166,667 | 0 | ||
Closing price | $ 0.71 | $ 0.71 | ||||
Sale of entities | $ 4 | |||||
Common Stock [Member] | ||||||
Conversion of convertible shares | 42,253,521 | |||||
Fortium Holdings Corp [Member] | ||||||
Common stock, shares outstanding | 60,000,000 | 60,000,000 | 8,400,000 | |||
Series A Preferred Stock [Member] | ||||||
Number of shares issued | 1,200 | |||||
Stated value | [1] | $ 1 | $ 1 | |||
Conversion of convertible shares | 1,200 | |||||
Series A Preferred Stock [Member] | Fortium Holdings Corp [Member] | ||||||
Number of shares issued | 1,200 | |||||
Stated value | $ 30,000,000 | $ 30,000,000 | ||||
Percentage of issued and outstanding | 80% | |||||
[1]On July 25, 2022, White River Holdings Corp (“Holdings”) acquired White River Energy Corp, then named Fortium Holdings Corp. (the “Company”) in a share exchange. White River Holding’s parent, Bitnile Metaverse, Inc (“Ecoark”) was issued 1,200 60,000,000 25,058,733 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,517,159 | $ 654,116 |
Accumulated depreciation and impairment | (265,727) | (57,652) |
Property and equipment, net | 3,251,432 | 596,464 |
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 | $ 3,141,159 | $ 278,116 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) | Mar. 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 ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 200,580 | $ 33,438 |
SCHEDULE OF OIL AND GAS ACTIVIT
SCHEDULE OF OIL AND GAS ACTIVITIES (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Extractive Industries [Abstract] | ||
Proved leasehold costs | $ 6,496,427 | $ 5,520,542 |
Accumulated, depletion and impairment | (5,211,250) | (3,225,527) |
Oil and gas properties, net | $ 1,285,177 | $ 2,295,015 |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Oct. 10, 2022 | Oct. 06, 2022 | |
Related Party Transaction [Line Items] | ||||
Received proceeds from oil and gas | $ 999,999 | $ 906,274 | ||
Depletion of oil and gas properties | 5,868,205 | $ 6,029,132 | ||
Oil and Gas [Member] | Settlement Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of working capital | 50% | |||
Oil and gas properties settlement expenses | $ 2,071,917 | |||
Fund received limited partnership interests | 3,244,653 | |||
Two Related Parties [Member] | Oil and Gas [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of working capital | 10% | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Received proceeds from oil and gas | $ 999,999 |
SCHEDULE OF ASSET RETIREMENT OB
SCHEDULE OF ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of period | $ 1,303,751 | $ 1,531,589 |
Accretion expense | 119,518 | 155,612 |
Reclamation obligations settled | ||
Disposition due to sale of property | (684,679) | (383,450) |
Additions | 13,428 | |
Changes in estimates | 711,913 | |
Balance, end of period | $ 1,463,931 | $ 1,303,751 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligation of sales | $ 684,679 | $ 383,450 |
Percentage of discounted | 8% | 8% |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 312,996 | ||
Less: current portion | (104,950) | ||
Long-term debt, net of current portion | 208,046 | ||
Truck Loan Amur Capital [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [1] | 71,342 | |
Truck Loan Mitsubishi [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [2] | 43,332 | |
Tractor Loan Simmon Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [3] | 43,873 | |
Loan Simmon Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [4] | 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] | $ 35,212 | |
[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 no 37,599 October 18, 2027 11.99 monthly no |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) | Jan. 31, 2023 | Dec. 30, 2022 | Dec. 06, 2022 | Oct. 18, 2022 | Oct. 13, 2022 | Oct. 11, 2022 | Aug. 31, 2022 | Jun. 21, 2022 | May 13, 2022 | Mar. 31, 2023 | Dec. 20, 2022 | Sep. 02, 2022 | Mar. 31, 2022 |
Short-Term Debt [Line Items] | |||||||||||||
Interest rate | 7.50% | 12% | 12% | ||||||||||
Acured interest | $ 406,669 | $ 119,600 | |||||||||||
Notes payable paid | $ 200,000 | ||||||||||||
Principal amount | $ 25,000 | $ 200,000 | |||||||||||
Repayments of Debt | $ 1,540,065 | ||||||||||||
Termination fee | $ 65,065 | ||||||||||||
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 | ||||||||||||
Acured 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 | ||||||||||||
Acured interest | 0 | ||||||||||||
Secured Promissory Note [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Note payable current | 1,500,000 | ||||||||||||
Two Workover Rigs [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Note payable current | 1,800,000 | ||||||||||||
Notes payable paid | $ 300,000 | ||||||||||||
Tractor Loan Simmon Bank [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Note payable maturity date | Oct. 11, 2025 | ||||||||||||
Interest rate | 7.99% | ||||||||||||
Interest due | monthly | ||||||||||||
Acured 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 | ||||||||||||
Acured interest | 0 | ||||||||||||
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% | ||||||||||||
Interest due | monthly | ||||||||||||
Acured 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 | ||||||||||||
Acured interest | $ 0 | ||||||||||||
Note payable current | $ 99,000 |
SCHEDULE OF MATURITIES (Details
SCHEDULE OF MATURITIES (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 104,950 | |
2025 | 106,045 | |
2026 | 81,946 | |
2027 | 14,435 | |
2028 | 5,620 | |
Total | $ 312,996 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense on long-term debt | $ 13,053 | $ 0 |
SENIOR SECURED CONVERTIBLE PR_2
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 20, 2022 | Sep. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 13, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument face amount | $ 1,485,000 | ||||
Principal amount | $ 200,000 | $ 25,000 | |||
Debt instrument, interest rate | 12% | 12% | 7.50% | ||
Debt instrument, interest rate | 18% | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, par value | 1 year | ||||
Assets | $ 12,319,544 | $ 11,497,789 | |||
Derivative liabilities | 10,483,371 | ||||
Amortization of original issue discount | 60,636 | ||||
Interest expense | 336,151 | ||||
InterestExpense | 56,010 | ||||
Accured expense | $ 39,343 | ||||
Number of shares issued | 205.8726308 | ||||
Stock based compensation | $ 3,167,772 | $ 120,675 | |||
Securities Purchase Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument face amount | $ 1,500,000 | ||||
Percentage of issued purchaser | 10% | ||||
Principal amount | $ 1,666,666.67 | ||||
Common stock, par value | $ 1 | ||||
Percentage of conversion price | 70% | ||||
Common stock, par value | 10 days | ||||
Percentage of original principal amount | 120% | ||||
Percentage of reduction principal amount | 100% | ||||
Percentage of outstanding principal amount | 120% | ||||
Debt Instrument, Description | (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 $516,667 in April through June 2023, and the Note is currently in good standing | ||||
Proceeds from Issuance of Debt | $ 5,000,000 | ||||
Derivative liabilities | $ 923,956 | ||||
Fair value of derivative liability | 389,058 | ||||
Amortization of original issue discount | 60,636 | ||||
Interest expense | $ 336,151 | ||||
Securities Purchase Agreement [Member] | Secured Debt [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percentage of outstanding principal amount | 125% | ||||
Assets | $ 100,000 | ||||
Consulting Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, par value | $ 1 | ||||
Common stock, par value | 90 days | ||||
Number of shares issued | 1,666,667 | ||||
Stock issued during period, value new issues | $ 1,666,666.67 | ||||
Stock based compensation | $ 1,666,667 |
SCHEDULE OF FAIR VALUE OF EACH
SCHEDULE OF FAIR VALUE OF EACH WARRANTS (Details) | 12 Months Ended |
Mar. 31, 2023 $ / shares | |
Derivative [Line Items] | |
Expected volatility minimum | 113% |
Expected volatility maximum | 197% |
Expected dividend yield | |
Risk-free interest rate minimum | 3.60% |
Risk-free interest rate maximum | 4.94% |
Minimum [Member] | |
Derivative [Line Items] | |
Expected term | 5 months 12 days |
Exercise price | $ 0.70 |
Market price maximum | $ 0.70 |
Maximum [Member] | |
Derivative [Line Items] | |
Expected term | 5 years |
Exercise price | $ 1 |
Market price maximum | $ 1.43 |
SCHEDULE OF REMAINING DERIVATIV
SCHEDULE OF REMAINING DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair value of warrants issued | $ 12,304,724 | |
Total | 10,483,371 | |
Convertible Note Payable [Member] | ||
Fair value of conversion option on convertible note payable | 534,898 | |
Series C Preferred Stock [Member] | ||
Fair value of warrants issued | $ 9,948,473 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO THE DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | ||
Issuances of Series C Preferred Stock and warrants derivative liabilities | 12,304,724 | |
Bifurcation of conversion option on convertible note payable | 923,956 | |
Change in fair value of derivative liabilities | (2,745,309) | (2,954,109) |
Ending balance | $ 10,483,371 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
change in fair value of the derivative liability | $ 2,745,309 | $ 2,954,109 |
change in fair value of the derivative liability | (2,745,309) | (2,954,109) |
Derivative liabilities | $ 10,483,371 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) | 12 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
RSUs beginning balance | shares | |
Weighted Average Grant Price, beginning balance | |
Aggregate Intrinsic Value, beginning balance | |
RSUs, Granted | shares | 17,425,000 |
Weighted Average Grant Price, Granted | $ 0.91 |
Weighted Average Remaining Contractual Term, Granted | 5 years 11 months 12 days |
Aggregate Intrinsic Value, Granted | $ 1,568,250 |
RSUs, Exercised | shares | |
Weighted Average Grant Price, Exercised | |
RSUs, Forfeited | shares | |
Weighted Average Grant Price, Forfeited | |
RSUs, ending balance | shares | 17,425,000 |
Weighted Average Grant Price, ending balance | $ 0.91 |
Weighted Average Remaining Contractual Term, outstanding | 5 years 11 months 12 days |
Aggregate Intrinsic Value, ending balance | $ 1,568,250 |
RSUs, Vested | shares | |
Weighted Average Grant Price, Vested |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - 2016 Plan [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options outstanding, beginning balance | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, beginning balance | $ 5.20 | $ 5.20 |
Weighted Average Remaining Contractual Term, outstanding, beginning balance | 5 years 9 months 7 days | 6 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, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Options, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Number of Options outstanding, ending balance | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, ending balance | $ 5.20 | $ 5.20 |
Weighted Average Remaining Contractual Term, outstanding, ending balance | 4 years 9 months 7 days | 5 years 9 months 7 days |
Number of Options outstanding, Exercisable | 60,421 | 60,421 |
Weighted Average Exercise Price outstanding, Exercisable | $ 5.20 | $ 5.20 |
Weighted Average Remaining Contractual Term, outstanding, Exercisable | 4 years 9 months 7 days | 5 years 9 months 7 days |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Number of Warrants outstanding, beginning balance | 10,628 | 10,628 |
Weighted Average Exercise Price outstanding, beginning balance | $ 16.625 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, beginning balance | 5 months 12 days | 1 year 5 months 12 days |
Aggregate Intrinsic Value outstanding, beginning balance | ||
Number of Warrants, Granted | 10,293,632 | |
Weighted Average Exercise Price, Granted | $ 1 | |
Weighted Average Remaining Contractual Term Granted | 5 years | |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited or expired | (10,628) | |
Weighted Average Exercise Price, Forfeited or expired | $ (16.625) | |
Weighted Average Remaining Contractual Term Forfeited or expired, ending balance | 5 months 12 days | |
Number of Warrants outstanding, ending balance | 10,293,632 | 10,628 |
Weighted Average Exercise Price outstanding, ending balance | $ 1 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, ending balance | 4 years 7 months 2 days | 5 months 12 days |
Aggregate Intrinsic Value outstanding,ending balance | ||
Number of Warrants outstanding, Exercisable | 10,293,632 | 10,628 |
Weighted Average Exercise Price outstanding, Exercisable | $ 1 | $ 16.625 |
Weighted Average Remaining Contractual Term outstanding, Exercisable | 5 months 12 days | |
Aggregate Intrinsic Value outstanding, Exercisable | ||
Weighted Average Remaining Exercisable Contractual Term outstanding, ending balance | 4 years 7 months 2 days |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Equity [Abstract] | ||
2024 | $ 108,853 | |
2025 | 2,159 | |
Imputed interest | (776) | |
Total lease liability | 110,236 | |
Current portion | 108,117 | $ 155,263 |
Non-current portion | $ 2,119 | $ 110,235 |
SCHEDULE OF MATURITY OF FINANCE
SCHEDULE OF MATURITY OF FINANCE LEASE LIABILITY (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Equity [Abstract] | ||
2024 | $ 55,427 | |
2025 | 55,427 | |
2026 | 55,427 | |
2027 | 32,332 | |
Imputed interest | (53,325) | |
Total lease liability | 145,288 | |
Current portion | 31,629 | |
Non-current portion | $ 113,659 |
SCHEDULE OF AMORTIZATION OF RIG
SCHEDULE OF AMORTIZATION OF RIGHT OF USE ASSET (Details) | Mar. 31, 2023 USD ($) |
Equity [Abstract] | |
2024 | $ 138,444 |
2025 | 48,355 |
2026 | 53,661 |
2027 | 35,323 |
Total | $ 275,783 |
SCHEDULE OF TOTAL LEASE COST (D
SCHEDULE OF TOTAL LEASE COST (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Operating lease expense | $ 144,488 | $ 135,850 |
Depreciation of capitalized finance lease assets | 14,564 | |
Interest expense on finance lease liabilities | 12,002 | |
Finance lease expense | $ 171,054 | $ 135,850 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 20, 2022 USD ($) shares | Dec. 01, 2022 USD ($) Integer shares | Oct. 25, 2022 shares | Jul. 25, 2022 USD ($) shares | Sep. 14, 2021 USD ($) shares | Jul. 21, 2021 $ / shares shares | Jan. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | Aug. 15, 2022 USD ($) Integer $ / shares shares | Aug. 15, 2022 $ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Sep. 28, 2022 shares | Sep. 19, 2022 shares | Aug. 10, 2017 USD ($) $ / shares shares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Increase in authorized number of shares | 505,000,000 | ||||||||||||||||
Common stock, shares authorized | 42,253,521 | 500,000,000 | 500,000,000 | 500,000,000 | 200,000,000 | 505,000,000 | |||||||||||
Preferred stock, shares authorized | 200,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Stock issued during period shares new issues | 205.8726308 | ||||||||||||||||
Warrants offering | 10,293,632 | ||||||||||||||||
Warrants term | 5 years | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | ||||||||||||||||
Number of shares issued for services | 100,000 | 1,666,667 | |||||||||||||||
Value for shares issued for services | $ | $ 100,000 | $ 1,766,667 | |||||||||||||||
Description of restricted shares of common stock | None of the 17,450,000 restricted shares of common stock have been issued by the transfer agent as of November 30, 2022, and on November 15, 2022, 25,000 of these service-based shares were cancelled as the employee terminated their employment prior to any issuance or vesting of those shares. None of the shares have vested | ||||||||||||||||
Stock based compensation | $ | 6,012,156 | $ 2,027,255 | |||||||||||||||
Stock based compensation recognized | $ | 225,000 | ||||||||||||||||
Unrecognized stock based compensation recognized | $ | $ 14,236,391 | ||||||||||||||||
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 | ||||||||||||||||
Warrant outstanding | 25% | 25% | |||||||||||||||
Amortization of discount | $ | $ 1,341,362 | ||||||||||||||||
Warrants granted | 10,293,632 | ||||||||||||||||
Warrants term | 5 years | ||||||||||||||||
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 | $ | $ 275,783 | $ 275,783 | |||||||||||||||
Finance lease right of use asset | $ | 175,139 | 175,139 | |||||||||||||||
Operating lease right of use asset | $ | 100,644 | 100,644 | $ 243,494 | ||||||||||||||
Lease liability | $ | 255,524 | 255,524 | |||||||||||||||
Finance lease liability | $ | 145,288 | 145,288 | |||||||||||||||
Operating lease liability | $ | $ 110,236 | $ 110,236 | |||||||||||||||
Third Party [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Warrant issued, shares | 700,000 | ||||||||||||||||
Warrants exercised, shares | 1,400,000 | ||||||||||||||||
Warrants exercised, value | $ | $ 14,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Lease discount rate, percentage | 0% | 0% | |||||||||||||||
Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Lease discount rate, percentage | 18.13% | 18.13% | |||||||||||||||
Advisor Agreements [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock based compensation | $ | $ 2,942,673 | ||||||||||||||||
Advisor Agreements [Member] | Minimum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of barrels of oil produced per day | Integer | 1,000 | 1,000 | |||||||||||||||
Advisor Agreements [Member] | Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of barrels of oil produced per day | Integer | 5,000 | 5,000 | |||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 1,666,667 | ||||||||||||||||
Stock issued during period, value | $ | $ 1,666,666.67 | ||||||||||||||||
Consulting Agreement [Member] | Atikin Investments LLC [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.01 | ||||||||||||||||
Warrants granted | 1,400,000 | ||||||||||||||||
Warrants term | 5 years | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 1,200 | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 1,000 | ||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period, value | $ | 6,488,178 | ||||||||||||||||
Amortization of discount | $ | $ 1,341,362 | ||||||||||||||||
Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | 133 Accredited Investors [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Warrants offering | 205.8726308 | 205.8726308 | |||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||
Percentage of common stock issuable | 200% | 200% | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 25,000 | $ 25,000 | |||||||||||||||
Purchase price of warrants | $ | $ 5,146,816 | ||||||||||||||||
Ecoark Holdings Inc [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Percentage of outstanding shares of capital stock | 100% | ||||||||||||||||
Ecoark Holdings Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 1,200 | ||||||||||||||||
Liquidation preference value | $ | $ 30,000,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||
Number of shares issued for services | [1] | 1,766,667 | |||||||||||||||
Value for shares issued for services | $ | [1] | $ 177 | |||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 17,450,000 | ||||||||||||||||
Stock issued during period, value | $ | $ 12,604,500 | ||||||||||||||||
Restricted Stock grants cancelled | 17,425,000 | ||||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | Share-Based Payment Arrangement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 11,950,000 | ||||||||||||||||
Stock issued during period, value | $ | $ 8,699,500 | ||||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | Performance Shares [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 5,500,000 | ||||||||||||||||
Stock issued during period, value | $ | $ 3,905,000 | ||||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | Performance Based R S U [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Restricted Stock Award | 5,500,000 | ||||||||||||||||
Restricted Stock Award value | $ | $ 5,005,000 | ||||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | Service Based RSU [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Restricted Stock Award | 11,925,000 | ||||||||||||||||
Restricted Stock Award value | $ | $ 10,851,750 | ||||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | Minimum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share issued price per share | $ / shares | $ 0.71 | $ 0.71 | |||||||||||||||
Common Stock [Member] | Advisor Agreements [Member] | Directors Management and Consultants [Member] | Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share issued price per share | $ / shares | $ 1.25 | $ 1.25 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Warrants offering | 5,314 | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 19 | ||||||||||||||||
Warrant [Member] | Two Investors [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Warrants offering | 42,510 | ||||||||||||||||
Warrants and Rights Outstanding | $ | $ 525,000 | ||||||||||||||||
Warrant [Member] | Investors [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Warrants offering | 5,314 | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 14.25 | ||||||||||||||||
[1]On July 25, 2022, White River Holdings Corp acquired the Company in a share exchange. White River Holding’s parent, Ecoark was issued 1,200 60,000,000 28,953,510 25,058,733 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 22, 2023 | Jul. 25, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Related Party Transaction [Line Items] | |||||
Outstanding shares percentage | 15.61% | ||||
Number of share were exchanged | 205.8726308 | ||||
Additional paid in capital | [1] | $ 43,453,095 | $ 25,660,896 | ||
Results of operations, exploration expense | 3,250,000 | ||||
Repayments of related party debt | $ 635,000 | ||||
Ecoark Holdings [Member] | |||||
Related Party Transaction [Line Items] | |||||
Acquisition transaction | $ 10,833.33 | ||||
Series A Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of share were exchanged | 1,200 | ||||
Series A Preferred Stock [Member] | Ecoark Holdings Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of share were exchanged | 1,200 | ||||
Series A Preferred Stock [Member] | Ecoark Holdings Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Additional paid in capital | $ 28,953,510 | ||||
Ault Lending LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments to acquire businesses, gross | $ 3,250,000 | ||||
Atikin Investments LLC [Member] | Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding shares percentage | 6.76% | ||||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related party | $ 683,043 | 56,269 | |||
Due from another related party | 274,598 | ||||
Accounts receivable | 957,641 | $ 56,269 | |||
Subordinated debt | 1,725,000 | ||||
Repayments of short term debt | $ 542,750 | ||||
[1]On July 25, 2022, White River Holdings Corp (“Holdings”) acquired White River Energy Corp, then named Fortium Holdings Corp. (the “Company”) in a share exchange. White River Holding’s parent, Bitnile Metaverse, Inc (“Ecoark”) was issued 1,200 60,000,000 25,058,733 |
SCHEDULE OF FAIR VALUE ESTIMATE
SCHEDULE OF FAIR VALUE ESTIMATES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ 2,745,309 | $ 2,954,109 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ 10,483,371 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 23, 2023 | Dec. 30, 2022 | Dec. 05, 2022 | Nov. 22, 2022 | Jul. 27, 2022 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 22, 2023 | Oct. 13, 2022 | Sep. 02, 2022 | |
Debt instrument Initial amount | $ 25,000 | $ 200,000 | ||||||||
Description of partnership interest | The Company has formally committed to purchasing these working 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 ten percent (10%) carried interest, payable starting after all investor partners have received a return of capital. The WR Fund invested in two drilling projects in the Company during the year ended March 31, 2023. | |||||||||
Repayments of Related Party Debt | $ 635,000 | |||||||||
Officers compensation | 500,000 | |||||||||
Combined Legal matters | $ 299,032 | |||||||||
Non Employee Director [Member] | ||||||||||
Shares granted, description | annual grant of $100,000 in restricted stock 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 “Restricted Stock 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 | |||||||||
Participation Agreement [Member] | Related Party [Member] | ||||||||||
Working interest percentage | 9.50% | 1.04125% | 20% | |||||||
Revenue interest percentage | 6.18% | 0.78094% | 15% | |||||||
Debt instrument Initial amount | $ 267,520 | $ 300,000 | $ 960,385 | |||||||
Payment of funds | $ 188,663 | |||||||||
Debt instrument Initial amount | $ 50,000 | |||||||||
Participation Agreement [Member] | Ault Energy, LLC [Member] | ||||||||||
Working interest percentage | 37.50% | 40% | ||||||||
Revenue interest percentage | 27% | 28.80% | ||||||||
Gain on sale of working interests on oil and gas properties | $ 971,609 | |||||||||
Debt instrument Initial amount | $ 1,567,632 | |||||||||
Payment of funds | $ 595,972.45 | |||||||||
Mississippi Agreement [Member] | White River Eand PILP [Member] | ||||||||||
Working interest percentage | 50% | |||||||||
Revenue interest percentage | 32.50% | |||||||||
Debt instrument Initial amount | $ 1,408,000 | |||||||||
Payment of funds | $ 992,963 | |||||||||
Louisiana Agreement [Member] | White River Eand PILP [Member] | ||||||||||
Working interest percentage | 37.50% | |||||||||
Revenue interest percentage | 27% | |||||||||
Debt instrument Initial amount | $ 1,567,632 | |||||||||
Payment of funds | $ 595,972 | |||||||||
Membership Interest Purchase Agreement [Member] | ||||||||||
Repayments of Related Party Debt | $ 70,000 | |||||||||
Prepaid Expense | 30,000 | |||||||||
Transaction expenses | 20,000 | |||||||||
Payment of non refundable deposit | $ 10,000 | |||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | ||||||||||
Officers compensation | $ 400,000 | |||||||||
Restricted common stock shares granted | 5,000,000 | |||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | ORRI [Member] | ||||||||||
Ownership percentage | 5% | |||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | Participation Right [Member] | ||||||||||
Ownership percentage | 15% | |||||||||
Five Year Executive Employment Agreements [Member] | Randy May [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Restricted common stock shares granted | 5,000,000 | |||||||||
Five Year Executive Employment Agreements [Member] | JayPuchir [Member] | ||||||||||
Officers compensation | $ 350,000 | |||||||||
Restricted common stock shares granted | 5,000,000 | |||||||||
Five Year Executive Employment Agreements [Member] | JayPuchir [Member] | Overriding Royalty Interestember [Member] | ||||||||||
Ownership percentage | 5% | |||||||||
Five Year Executive Employment Agreements [Member] | JayPuchir [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Restricted common stock shares granted | 5,000,000 | |||||||||
Five Year Executive Employment Agreements [Member] | MrMay [Member] | Participation Right [Member] | ||||||||||
Ownership percentage | 10% | |||||||||
Five Year Executive Employment Agreements [Member] | Alisa Horgan [Member] | ||||||||||
Officers compensation | $ 180,000 | |||||||||
Restricted common stock shares granted | 2,000,000 | |||||||||
Restricted common stock vesting period | 10 years | |||||||||
Five Year Executive Employment Agreements [Member] | Alisa Horgan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Restricted common stock shares granted | 2,000,000 | |||||||||
Five Year Executive Employment Agreements [Member] | Richard Horgan [Member] | ||||||||||
Officers compensation | $ 200,000 | |||||||||
Restricted common stock shares granted | 2,000,000 | |||||||||
Restricted common stock vesting period | 10 years | |||||||||
Five Year Executive Employment Agreements [Member] | Richard Horgan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Restricted common stock shares granted | 2,000,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable [Member] | Four Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 97% | |
Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 66% | |
Revenue Benchmark [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 95% | |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 91% |
SECURED PROMISSORY NOTE (Detail
SECURED PROMISSORY NOTE (Details Narrative) - USD ($) | Aug. 31, 2023 | May 31, 2023 | Feb. 28, 2023 | Dec. 30, 2022 | Nov. 30, 2022 | Sep. 02, 2022 | Mar. 31, 2023 | Dec. 20, 2022 | Oct. 13, 2022 |
Principal amount | $ 200,000 | $ 25,000 | |||||||
Debt instrument term | 1 year | ||||||||
Debt maturity date | Sep. 02, 2023 | ||||||||
Debt interest rate | 12% | 12% | 7.50% | ||||||
Payment of interest | $ 6,000 | $ 6,000 | |||||||
Interest Receivable | $ 8,000 | ||||||||
Repayments of Notes Payable | $ 200,000 | ||||||||
Forecast [Member] | |||||||||
Payment of interest | $ 6,000 | $ 6,000 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |||
Sep. 21, 2022 | Sep. 20, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Revenue | $ 212 | |||
Operating expenses | 86,060 | |||
Other (income) loss | ||||
Net loss from discontinued operations | (85,848) | |||
Loss on disposal discontinued operations | $ (144,654) | |||
Norr [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Proceeds from sale | $ 3 | |||
Cash | (3,205) | |||
Inventory | (40,901) | |||
Loss on disposal discontinued operations | $ (44,103) | |||
Elysian [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Proceeds from sale | $ 1 | |||
Cash | (552) | |||
Prepaid expenses | (100,000) | |||
Loss on disposal discontinued operations | (100,551) | |||
Prepaid expenses | $ (100,000) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Current | $ 3,631,968 | $ 1,311,330 |
Membership Interest Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Current | $ 68,360 |
SCHEDULE OF SIGNIFICANT DIFFERE
SCHEDULE OF SIGNIFICANT DIFFERENCES BETWEEN THE U.S. FEDERAL STATUTORY TAX RATE AND THE COMPANY’S EFFECTIVE TAX RATE (Details) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21% | |
State income taxes at statutory rate | 1.41% | |
Permanent differences | (9.52%) | |
True-up impact | 2.58% | |
Change in valuation allowance | (15.47%) | |
Totals | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET AND LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 4,104,711 | |
Accrued expenses | 26,531 | |
Stock options | 773,581 | |
ROU Liability | 60,262 | |
Intangibles – Oil and Gas Properties | 1,826,218 | |
Asset Retirement Obligations | 28,186 | |
Bad debt | 153,426 | |
Consulting fees | 416,643 | |
Total deferred tax assets | 7,389,558 | |
ROU Assets | (65,039) | |
Depreciation | (657,304) | |
Total deferred tax liabilities | (722,343) | |
Total deferred tax liabilities before valuation allowance | 6,667,215 | |
Valuation allowance | (6,667,215) | |
Net deferred tax assets/liabilities |
SCHEDULE OF INCOME TAX BENEFIT
SCHEDULE OF INCOME TAX BENEFIT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Mar. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred federal net operating loss | $ 17,404,912 |
Deferred state net operating losses | 14,096,526 |
Deferred foreign net operating losses | $ 1,516,723 |
SCHEDULE OF RESULTS OF OPERATIO
SCHEDULE OF RESULTS OF OPERATIONS FROM OIL AND GAS PRODUCING ACTIVITIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Events [Abstract] | ||
Oil and gas revenues | $ 1,103,975 | $ 5,046,559 |
Lease operating costs | (770,133) | (1,412,093) |
Depletion, accretion and impairment | (5,987,722) | (4,949,830) |
Result of oil and gas producing activities before income taxes | (5,653,880) | (1,315,364) |
Provision for income taxes | ||
Total | $ (5,653,880) | $ (1,315,364) |
SCHEDULE OF CAPITALIZED COSTS I
SCHEDULE OF CAPITALIZED COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Subsequent Events [Abstract] | ||
Proved | $ 6,496,427 | $ 5,520,542 |
Unevaluated wells in progress | 3,244,653 | 4,936,352 |
Less accumulated depletion and impairment | (5,211,250) | (3,225,527) |
Net capitalized costs | $ 4,529,830 | $ 7,231,367 |
SCHEDULE OF COSTS INCURRED IN O
SCHEDULE OF COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Events [Abstract] | ||
Proved | ||
Unaproved | 303,500 | |
Development costs | 114,424 | |
Exploration costs | $ 3,244,653 |
SCHEDULE OF ESTIMATED QUANTITIE
SCHEDULE OF ESTIMATED QUANTITIES OF PROVED RESERVES (Details) - bbl | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 |
Reserve Quantities [Line Items] | |||
Total Net Proved Developed | 35,597 | 169,688 | |
Net Proved Undeveloped | |||
Total Net Proved | 35,597 | 169,688 | 462,914 |
Producing [Member] | |||
Reserve Quantities [Line Items] | |||
Total Net Proved Developed | 35,597 | 169,688 | |
Non Producing [Member] | |||
Reserve Quantities [Line Items] | |||
Total Net Proved Developed |
SCHEDULE OF ESTIMATED QUANTIT_2
SCHEDULE OF ESTIMATED QUANTITIES OF NET PROVED RESERVES - PROVED DEVELOPED, PRODUCING (Details) - bbl | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Events [Abstract] | ||
Beginning of the year | 169,688 | 462,914 |
Revisions of previous estimates | 2,729 | (21,570) |
Improved recovery | ||
Purchases of minerals in place | ||
Extensions and discoveries | ||
Production | (12,430) | (61,039) |
Sales of minerals in place | (124,390) | (210,617) |
End of year | 35,597 | 169,688 |
SCHEDULE OF STANDARDIZED MEASUR
SCHEDULE OF STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Events [Abstract] | ||||
Future gross revenue | $ 3,312,874 | $ 12,801,590 | ||
Less: Future production tax expense | (73,602) | (602,982) | ||
Future gross revenue after production taxes | 3,239,272 | 12,198,608 | ||
Less: Future operating costs | (1,407,661) | (4,156,412) | ||
Less: Ad Valorem Taxes | (167,657) | |||
Less: Development costs | (136,144) | (565,085) | ||
Future net income (loss) before taxes | 1,695,467 | 7,309,454 | ||
Less: Future income tax expense | [1] | |||
10% annual discount for estimated timing of cash flows | (410,290) | (2,460,231) | ||
Discounted future net cash flows | $ 1,285,177 | $ 4,849,223 | $ 5,701,791 | |
[1]The Company has sufficient tax deductions and allowances related to proved oil and gas reserves to offset future net revenues. |
SCHEDULE OF CHANGE IN STANDARDI
SCHEDULE OF CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE CASH FLOW (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Events [Abstract] | ||
Balance - beginning | $ 4,849,223 | $ 5,701,791 |
Net changes in prices and production costs | 687,994 | 4,156,823 |
Net changes in future development costs | 15,572 | (118,770) |
Sales of oil and gas produced, net | (801,580) | (363,095) |
Extensions, discoveries and improved recovery | ||
Purchases of reserves | ||
Sales of reserves | (3,165,059) | (4,374,378) |
Revisions of previous quantity estimates | (300,973) | (153,148) |
Previously estimated development costs incurred | ||
Net change income taxes | ||
Accretion of discount | ||
Balance - ending | $ 1,285,177 | $ 4,849,223 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||
May 10, 2023 | May 08, 2023 | Dec. 20, 2022 | Sep. 02, 2022 | Jun. 30, 2023 | Apr. 30, 2023 | Jun. 01, 2023 | Mar. 31, 2023 | May 09, 2023 | Oct. 25, 2022 | Oct. 13, 2022 | |
Subsequent Event [Line Items] | |||||||||||
Principal amount | $ 200,000 | $ 25,000 | |||||||||
Debt instrument term | 1 year | ||||||||||
Number of shares issued | 205.8726308 | ||||||||||
Monthly base salary | $ 500,000 | ||||||||||
Restricted stock units granted | 17,425,000 | ||||||||||
Restricted stock units vested | |||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of issued purchaser | 10% | ||||||||||
Percentage of original principal amount | 120% | ||||||||||
Principal amount | $ 1,666,666.67 | ||||||||||
Debt instrument term | 10 days | ||||||||||
Consulting Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock issued during period, value new issues | $ 1,666,666.67 | ||||||||||
Debt instrument term | 90 days | ||||||||||
Number of shares issued | 1,666,667 | ||||||||||
Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits | $ 290,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from sales of preferred stock | $ 1,141,000 | ||||||||||
Subsequent Event [Member] | Three Non-Employee Directors [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 167,133 | ||||||||||
Subsequent Event [Member] | Colin Cosgrove [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Monthly base salary | $ 85,000 | ||||||||||
Commissions percentage | 10% | ||||||||||
Vesting rights percentage | 10% | ||||||||||
Subsequent Event [Member] | Zackery Holley [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Monthly base salary | $ 65,000 | ||||||||||
Commissions percentage | 10% | ||||||||||
Subsequent Event [Member] | Colin Cosgrove And Zackery Holley [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Restricted stock units granted | 2,500,000 | ||||||||||
Restricted stock units vested | 850,000 | ||||||||||
Subsequent Event [Member] | Colin Cosgrove And Zackery Holley [Member] | Vesting Period One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Restricted stock units expect to vest | 200,000 | ||||||||||
Subsequent Event [Member] | Colin Cosgrove And Zackery Holley [Member] | Vesting Period Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Restricted stock units expect to vest | 850,000 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of issued purchaser | 10% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Note Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount | $ 2,125,000 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Note Three [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount | 2,208,333.34 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Note Four [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount | $ 2,125,000 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | Note Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of original principal amount | 120% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | Note Three [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of original principal amount | 125% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | Note One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of original principal amount | 120% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Note Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of original principal amount | 127.50% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Note Three [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of original principal amount | 132.50% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Note Four [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of original principal amount | 127.50% | ||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock issued during period, value new issues | $ 1,666,666.67 | ||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument term | 5 years | ||||||||||
Salaries | $ 65,000 | ||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument term | 10 years | ||||||||||
Salaries | $ 150,000 | ||||||||||
Subsequent Event [Member] | Service Based Grants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Restricted Stock Award | 1,150,000 | ||||||||||
Subsequent Event [Member] | Service Based Grant [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument term | 5 years | ||||||||||
Subsequent Event [Member] | Service Based Grant [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument term | 10 years | ||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits | $ 290,000 |