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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~December 3031, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:

Commission file number ~~333~~000-~~192060~~56617

White River Energy Corp

(Exact name of registrant as specified in its charter)

Nevada

45-3797537

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

609 West Dickson St., Suite 102 G,

Fayetteville, AR

72701

(Address of principal executive offices)

(Zip Code)

Issuer’s telephone number: (800) 203-5610

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~November~~March 713, ~~2023~~2024, the issuer had 1857,~~079~~479,~~468~~436 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION	F-1
Item 1.
Condensed Consolidated Balance Sheets	F-2
Condensed Consolidated Statements of Operations	F-3
Condensed Consolidated Statements of Stockholders’ Equity	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to the Condensed Consolidated Financial Statements	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1110
Item 4. Controls and Procedures	11
Part II - OTHER INFORMATION	1211
Item 1. Legal Proceedings	1211
Item 1A. Risk Factors	1211
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1211
Item 3. Defaults Upon Senior Securities	1211
Item 4. Mine Safety Disclosures	1211
Item 5. Other Information	12
Item 6. Exhibits	13
SIGNATURES	14

TABLE OF CONTENTS

Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and March 31, 2023	F-2
Condensed Consolidated Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023	F-2
Condensed Consolidated Statements of Operations (unaudited) for the six and three months ended September 30, 2023 and 2022	F-3
Condensed Consolidated Statements of Operations (unaudited) for the nine and three months ended December 31, 2023 and 2022	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the six months ended September 30, 2023 and 2022	F-4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the nine months ended December 31, 2023 and 2022	F-4
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended September 30, 2023 and 2022	F-5
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended December 31, 2023 and 2022	F-5
Notes to Condensed Consolidated Financial Statements	F-6

F-1

WHITE RIVER ENERGY CORP

(FORMERLY FORTIUM HOLDINGS CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER~~DECEMBER 3031, 2023 (UNAUDITED) AND MARCH 31, 2023

	SEPTEMBER 30,			MARCH 31,
	DECEMBER 31,			MARCH 31,
	2023			2023
	(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash (including $252,781 and $251,778 in restricted cash)	$	298,401		$	827,790
Cash (including $255,053 and $251,778 in restricted cash)	$	6,807,951		$	827,790
Accounts receivable, net of allowance for doubtful accounts		~~121~~73,~~945~~904			54,854
Accounts receivable - related parties		1959,~~067,479~~641			957,641
Accounts receivable		1,067,479			957,641
Receivable - Participation Agreement, net of allowance for doubtful accounts		-			1,440,598
Inventories - Crude Oil		143,~~898~~935			16,821
Prepaid expenses and other current assets		~~578~~1,~~985~~375,015			334,264
Total current assets		29,~~081~~220,~~708~~446			3,631,968
NON-CURRENT ASSETS:
Property and equipment, net		3,~~130~~049,~~054~~681			3,251,432
Right of use asset - operating lease		294,~~120~~179			100,644
Right of use asset - financing lease		~~155~~145,~~870~~711			175,139
Oil and gas properties, full cost-method		~~711,546~~-			1,285,177
Unevaluated wells in progress		4,~~137~~278,~~815~~084			3,244,653
Other assets		~~540,029~~-			630,531
Total non-current assets		87,~~704~~477,~~434~~655			8,687,576
TOTAL ASSETS	$	1016,~~786~~698,~~142~~101		$	12,319,544
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	42,~~113~~880,~~731~~879		$	3,501,283
Accrued liabilities		~~671~~717,~~989~~094			406,669
Cash overdraft		122,722			-
Deferred tax credits		6,475,000			-
Derivative liabilities		~~19,992,015~~-			10,483,371
Deferred drilling costs		~~33,420~~-			317,350
Related party advances		6942,~~452,492~~870			1,182,250
Series C Preferred Stock		-			6,488,178
Convertible notes payable, net of discount		~~1,949,356~~-			972,831
Current portion of long-term debt		8890,~~826~~919			104,950
Current portion of lease liability - operating lease		314,~~235~~179			108,117
Current portion of lease liability - financing lease		3436,~~607~~199			31,629
Total current liabilities		3311,~~490~~147,~~393~~140			23,596,628
NON-CURRENT LIABILITIES
Lease liability - operating lease, net of current portion		-			2,119
Lease liability - financing lease, net of current portion		9585,~~577~~908			113,659
Long-term debt, net of current portion		~~172~~150,~~243~~940			208,046
Asset retirement obligations		1,~~526~~001,~~581~~588			1,463,931
Total non-current liabilities		1,~~794~~238,~~401~~436			1,787,755
Total Liabilities		3512,~~284~~385,~~794~~576			25,384,383
COMMITMENTS AND CONTINGENCIES		-			-
TEMPORARY EQUITY - Non-controlling interest		35,~~250~~013,~~000~~750			-
STOCKHOLDERS’ EQUITY (DEFICIT)
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 5,000,000 shares authorized
Series A - 1,200 shares issued and outstanding		1			1
Series B - no shares issued and outstanding		-			-
Series C - 0 and 205.8726308 shares issued and outstanding		-			-
Preferred stock, value		-			-
Series D - 339.663 and 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 500,000,000 shares authorized and 19,299,433 and 10,166,667 shares issued and outstanding		1,930			1,017
Preferred stock
Subscription receivable		(290,000	)		-
Common stock, $0.0001 par value, 500,000,000 shares authorized and 46,805,994 and 10,166,667 shares issued and 45,586,029 and 10,166,667 shares outstanding		4,681			1,017
Additional paid in capital		59,274,756			43,453,095
Subscription receivable		(725,000	)		-
Accumulated deficit		(86,735,339	)		(59,768,952	)
Additional paid in capital		177,166,951			43,453,095
Total White River Energy Corp stockholder’s equity (deficit)		(27,748,652	)		(16,314,839	)
Accumulated deficit		(177,147,858	)		(59,768,952	)
Total White River Energy Corp stockholders’ deficit		(701,225	)		(16,314,839	)
Non-controlling interest		-			3,250,000
Total stockholders’ equity (deficit)		(27,748,652	)		(13,064,839	)
Total stockholders’ deficit		(701,225	)		(13,064,839	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	10,786,142		$	12,319,544
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	16,698,101		$	12,319,544

F-2

WHITE RIVER ENERGY CORP

(FORMERLY FORTIUM HOLDINGS CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE ~~SIX~~NINE AND THREE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 AND 2022

	2023			2022			2023			2022
	SIX MONTHS ENDED						THREE MONTHS ENDED
	NINE MONTHS ENDED						THREE MONTHS ENDED
	SEPTEMBER 30,						SEPTEMBER 30,
	DECEMBER 31,						DECEMBER 31,
	2023			2022			2023			2022
REVENUES	$	~~382~~395,~~341~~411		$	~~356~~616,~~741~~972		$	~~186~~13,~~404~~070		$	~~240~~260,~~279~~231
COSTS AND EXPENSES
Lease operating expenses		~~174~~187,~~758~~486			~~292~~505,~~543~~228			6912,~~310~~728			~~187~~212,~~095~~685
Salaries and salaries related costs		812,~~781~~660,~~467~~080			24,~~321~~861,~~066~~432			3,~~951~~878,~~516~~613			12,~~875~~540,~~461~~366
Professional and consulting fees		24,~~192~~431,~~412~~541			~~319~~2,~~274~~821,430			12,~~378~~239,~~139~~129			~~272~~2,~~611~~502,156
Selling, general and administrative costs		4,~~286~~880,~~887~~578			49,~~114~~943,~~756~~659			1593,~~472,357~~691			24,~~780~~465,~~355~~761
Depreciation, amortization, impairment, depletion, and accretion		945,395			6,209,893			627,831			6,041,209
Impairment - investment		10,000,000			-			10,000,000			-
Total costs and expenses		16,380,919			13,257,532			7,499,153			11,156,731
Depreciation, amortization, impairment, depletion, and accretion		1,047,046			6,406,201			101,651			196,308
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)		(15,998,578	)		(12,900,791	)		(7,312,749	)		(10,916,452	)
Total costs and expenses		33,206,731			24,537,950			16,825,812			9,917,276
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)		(32,811,320	)		(23,920,978	)		(16,812,742	)		(9,657,045	)
OTHER INCOME (EXPENSE)
Change in fair value of derivative liabilities		(578,~~919~~208,~~700~~463	)		-3,451,752			(372,~~576~~288,~~380~~763	)		-3,451,752
Derivative expense		(3,263,470	)		-(10,124,521	)		~~(835,874~~-	)		-(10,124,521	)
Amortization of debt discount - Convertible Note		(~~709~~913,~~858~~278	)		-			(~~351~~203,~~664~~420	)		-
Amortization of discount - Series C Preferred Stock		(1,145,441	)		-			-			-
Gain on disposal of fixed assets		173,949			-2,974,293			~~173,949~~-			-1,611,151
Other income		329,039			-			329,039			-
Gain on disposal of wells		775,267			-			775,267
Amortization of original issue discount of convertible note		(217,141	)		-			(160,787	)		-
Other income		329,039			-			-			-
Interest expense, net of interest income		(215,187	)		(4,123	)		(65,053	)		(1,918	)
Amortization of original issue discount of convertible note		(217,141	)		(6,525	)		-			(6,525	)
Total other (expense)		(10,967,809	)		(4,123	)		(4,486,770	)		(1,918	)
Interest expense, net of interest income		(2,098,048	)		(9,108	)		(1,882,861	)		(4,985	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME
Total other income (expense)		(84,567,586	)		(3,714,109	)		(73,599,777	)		(5,073,128	)
TAXES		(26,966,387	)		(12,904,914	)		(11,799,519	)		(10,918,370	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(117,378,906	)		(27,635,087	)		(90,412,519	)		(14,730,173	)
DISCONTINUED OPERATIONS:
Loss from discontinued operations		-			(85,848	)		-			~~(85,848~~-	)
Loss on disposal of discontinued operations		-			(144,654	)		-			~~(144,654~~-	)
Total discontinued operations		-			(230,502	)		-			~~(230,502~~-	)
LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(26117,~~966~~378,~~387~~906	)		(1327,~~135~~865,~~416~~589	)		(1190,~~799~~412,519	)		(1114,~~148~~730,~~872~~173	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(26117,~~966~~378,~~387~~906	)	$	(1327,~~135~~865,~~416~~589	)	$	(1190,~~799~~412,519	)	$	(1114,~~148~~730,~~872~~173	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		-			-			-			-
NET LOSS ATTRIBUTABLE TO WHITE RIVER ENERGY CORP	$	(26117,~~966~~378,~~387~~906	)	$	(1327,~~135~~865,~~416~~589	)	$	(1190,~~799~~412,519	)	$	(1114,~~148~~730,~~872~~173	)
NET (LOSS) EARNINGS PER SHARE - BASIC
Continuing operations	$	(27.5780	)	$	(13.5423	)	$	(13.0975	)	$	(1.3070	)
Discontinued operations		-			(0.03	)		-			~~(0.03~~-	)
NET (LOSS) EARNINGS PER SHARE	$	(27.5780	)	$	(13.5726	)	$	(13.0975	)	$	(1.3370	)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (*)		1015,~~495~~042,~~552~~716			8,~~400~~557,~~000~~233			1024,~~779~~087,~~079~~619			8,~~400~~671,~~000~~739
NET (LOSS) EARNINGS PER SHARE - DILUTED	$	(27.5780	)	$	(13.5726	)	$	(13.0975	)	$	(1.3370	)
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (*)		1015,~~495~~042,~~552~~716			8,~~400~~557,~~000~~233			1024,~~779~~087,~~079~~619			8,~~400~~671,~~000~~739

(*)	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 Series A convert into 42,253,521 common shares.

F-3

WHITE RIVER ENERGY CORP

(FORMERLY FORTIUM HOLDINGS CORP.)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 AND 2022

	Shares		Amount		Shares		Amount		~~Receivable~~Shares			~~Capital~~Amount			~~Deficit~~Receivable			~~Interest~~Capital			~~Total~~Deficit			Interest			Total
	Series A Preferred Stock				~~Common~~Series D Preferred Stock				~~Subscription~~Common Stock			~~Additional Paid-In~~			~~Accumulated~~Subscription			~~Non~~Additional Paid-~~controlling~~In			Accumulated			Non-controlling
	Shares		Amount		Shares		Amount		~~Receivable~~Shares			~~Capital~~Amount			~~Deficit~~Receivable			~~Interest~~Capital			~~Total~~Deficit			Interest			Total
Balance - March 31, 2022		1,200	$	1		-	$	-	$	-		$	~~25,660,896~~-		$	~~(16,678,975~~-	)	$	-25,660,896		$	8(16,~~981~~678,~~922~~975	)	$	-		$	8,981,922
Advances from BitNile Metaverse, Inc. to White River Holdings Corp, net		-		-		-		-		-			2,597,455			-			-			2,597,455
Advances from Ecoark Holdings, Inc. to White River Holdings Corp, net		-		-		-		-		-			-			-			2,597,455			-			-			2,597,455
Net loss for the period		-		-		-		-		-			-			~~(1,986,544~~-	)		-			(1,986,544	)		-			(1,986,544	)
Balance - June 30, 2022		1,200	$	1		-	$	-	$	-		$	~~28,258,351~~-		$	~~(18,665,519~~-	)	$	-28,258,351		$	9(18,~~592~~665,~~833~~519	)	$	-		$	9,592,833
Advances from BitNile Metaverse, Inc. to White River Holdings Corp, net		-		-		-		-		-			1,297,322			-			-			1,297,322
Advances from Ecoark Holdings, Inc. to White River Holdings Corp, net		-		-		-		-		-			-			-			1,297,322			-			-			1,297,322
To reflect the reverse merger of White River Holdings Corp, net		-		-		~~8,400,000~~-		~~840~~-		-8,400,000			~~5,963,160~~840			-			-5,963,160			~~5,964,000~~-			-			5,964,000
To record contribution of capital by BitNile Metaverse, Inc.		-		-		-		-		-			3,000,000			-			-			3,000,000
To record contribution of capital by RiskOn International, Inc.		-		-		-		-		-			-			-			3,000,000			-			-			3,000,000
Stock-based compensation		-		-		-		-		-			~~657,935~~-			-			-657,935			~~657,935~~-			-			657,935
Net loss for the period		-		-		-		-		-			-			~~(11,148,872~~-	)		-			(11,148,872	)		-			(11,148,872	)
Balance - September 30, 2022		1,200	$	1		~~8,400,000~~-	$	~~840~~-	$	-8,400,000		$	~~39,176,768~~840		$	~~(29,814,391~~-	)	$	-39,176,768		$	9(29,~~363~~814,~~218~~391	)	$	-		$	9,363,218
Balance - March 31, 2023		1,200	$	1		10,166,667	$	1,017	$	-		$	43,453,095		$	(59,768,952	)	$	3,250,000		$	(13,064,839	)
Preferred shares issued in PIPE, net of classification as liability		-		-		-		-		-			-			-			-			-			-			-
Preferred shares issued in PIPE, net of classification as liability		-		-		-		-		-			-			-			-			-
Common stock issued in consulting agreement		-		-		-		-		1,666,667			167			-			1,666,500			-			-			1,666,667
Common stock issued for services		-		-		167,133		17		-			(17	)		-			-			-
Stock-based compensation		-		-		-		-		-			-			-			1,069,469			-			-			1,069,469
Stock-based compensation		-		-		-		-		-			3,720,054			-			-			3,720,054
Net loss for the period		-		-		-		-		-			-			-			-			(14,730,173	)		-			(14,730,173	)
Net loss for the period		-		-		-		-		-			-			(15,166,868	)		-			(15,166,868	)
Balance - December 31, 2022		1,200	$	1		-	$	-		10,066,667		$	1,007		$	-		$	41,912,737		$	(44,544,564	)	$	-		$	(2,630,819	)
Balance - June 30, 2023		1,200	$	1		10,333,800	$	1,034	$	-		$	47,173,132		$	(74,935,820	)	$	3,250,000		$	(24,511,653	)
Balance - March 31, 2023		1,200	$	1		-	$	-		10,166,667		$	1,017		$	-		$	43,453,095		$	(59,768,952	)	$	3,250,000		$	(13,064,839	)
Balance		1,200	$	1		~~10,333,800~~-	$	~~1,034~~-	$	-10,166,667		$	471,~~173,132~~017		$	~~(74,935,820~~-	)	$	343,~~250~~453,~~000~~095		$	(2459,~~511~~768,~~653~~952	)	$	3,250,000		$	(13,064,839	)
Preferred shares issued in PIPE, net of classification as liability		-		-		-		-		-			-			-			-			-			-			-
Common stock issued for services		-		-		~~500,000~~-		50-		-167,133			~~619,950~~17			-			-(17	)		~~620,000~~-			-			-
Conversion of Series C Preferred stock to common stock		-		-		8,465,633		846		(290,000	)		9,063,773			-			-			8,774,619
Stock-based compensation		-		-		-		-		-			-			-			3,720,054			-			-			3,720,054
Stock-based compensation		-		-		-		-		-			2,417,901			-			-			2,417,901
Net loss for the period		-		-		-		-		-			-			-			-			(15,166,868	)		-			(15,166,868	)
Reclassification of non-controlling interest to temporary equity		-		-		-		-		-			-			-			(3,250,000	)		(3,250,000	)
Balance - June 30, 2023		1,200	$	1		-	$	-		10,333,800		$	1,034		$	-		$	47,173,132		$	(74,935,820	)	$	3,250,000		$	(24,511,653	)
Net loss for the period		-		-		-		-		-			-			(11,799,519	)		-			(11,799,519	)
Preferred shares issued in PIPE, net of classification as liability		-		-		-		-		-			-			-			-			-			-			-
Balance - September 30, 2023		1,200	$	1		19,299,433	$	1,930	$	(290,000	)	$	59,274,756		$	(86,735,339	)	$	-		$	(27,748,652	)
Common stock issued for services		-		-		-		-		500,000			50			-			619,950			-			-			620,000
Balance		1,200	$	1		19,299,433	$	1,930	$	(290,000	)	$	59,274,756		$	(86,735,339	)	$	-		$	(27,748,652	)
Conversion of Series C Preferred stock to common stock		-		-		-		-		8,465,633			846			(290,000	)		9,063,773			-			-			8,774,619
Stock-based compensation		-		-		-		-		-			-			-			2,417,901			-			-			2,417,901
Reclassification of non-controlling interest to temporary equity		-		-		-		-		-			-			-			-			-			(3,250,000	)		(3,250,000	)
Net loss for the period		-		-		-		-		-			-			-			-			(11,799,519	)		-			(11,799,519	)
Balance - September 30, 2023		1,200	$	1		-	$	-		19,299,433		$	1,930		$	(290,000	)	$	59,274,756		$	(86,735,339	)	$	-		$	(27,748,652	)
Preferred shares issued in PIPE, net of classification as liability		-		-		-		-		-			-			-			-			-			-			-
Common stock issued for services		-		-		-		-		500,000			50			-			424,950			-			-			425,000
Common stock and warrants issued in PIPE		-		-		-		-		17,006,561			1,701			(475,000	)		13,212,216			-			-			12,738,917
Common stock issued in joint venture		-		-		-		-		10,000,000			1,000			-			9,499,000			-			-			9,500,000
Series D shares issued for conversion of common stock *		-		-		243.993		-		-			-			-			-			-			-			-
Series D shares issued for services		-		-		95.67		-		-			-			-			530,954			-			-			530,954
Proceeds from subscription receivable		-		-		-		-		-			-			40,000			-			-			-			40,000
Stock-based compensation		-		-		-		-		-			-			-			1,784,840			-			-			1,784,840
Reclassification of derivative liability upon extinguishment of convertible notes		-		-		-		-		-			-			-			92,280,778			-			-			92,280,778
Gain on sale to related parties		-		-		-		-		-			-			-			159,457			-			-			159,457
Net loss for the period		-		-		-		-		-			-			-			-			(90,412,519	)		-			(90,412,519	)
Balance - December 31, 2023		1,200	$	1		339.663	$	-		46,805,994		$	4,681		$	(725,000	)	$	177,166,951		$	(177,147,858	)	$	-		$	(701,225	)
Balance		1,200	$	1		339.663	$	-		46,805,994		$	4,681		$	(725,000	)	$	177,166,951		$	(177,147,858	)	$	-		$	(701,225	)

*	The Company had converted 1,219,965 shares of common stock into Series D. The common shares are being held by the Company as treasury shares.

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

WHITE RIVER ENERGY CORP

(FORMERLY FORTIUM HOLDINGS CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 AND 2022

	2023			2022
CASH FLOW FROM OPERATING ACTIVITIES FROM OPERATIONS
Net loss	$	(26117,~~966~~378,~~387~~906	)	$	(1327,~~135~~865,~~416~~589	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation, amortization, depletion, accretion and impairment		~~945~~1,~~395~~047,046			6,~~209~~406,~~893~~201
Impairment - goodwill		-			-
Share-based compensation		7,922,795			1,727,404
Share-based compensation		6,137,955			657,935
Bad debt		2,206,759			50,895
Bad debt		2,200,741			-
Fees paid in termination of note payable		-			65,065
Loss on disposal of Norr and Elysian		-			144,654
(Gain) on disposal of fixed assets		(173,949	)		-(405,052	)
Change in fair value of derivative liability		5,919,700			-
(Gain) on disposal of oil and gas properties		(775,267	)		-
Common stock issued for services		620,000			-
Impairment of investment on tax credits		10,000,000			-
Derivative expense		3,263,470			-
Change in fair value of derivative liability		78,208,463			(3,451,752	)
Amortization of discounts - convertible notes		926,999			-
Common and preferred stock issued for services		1,575,954			1,666,667
Expense recorded for advances from related parties		810,955			-
Derivative expense		3,263,470			10,124,521
Amortization of discounts - convertible notes		1,130,419			6,525
Expense recorded for advances from related parties		1,757,183			50,000
Commissions expensed for non-controlling interest		78,750			-
Amortization of discount - Series C Preferred Stock		1,145,441			-
Changes in assets and liabilities
Accounts receivable		(~~887~~945,~~205~~182	)		~~224~~(290,~~398~~103	)
Accounts receivable - related parties		(~~109~~2,~~838~~000	)		-
Receivable - Participation Agreement		59159,971			-(1,597,632	)
Inventory		112,~~923~~886			153,~~101~~702
Prepaid expenses and other assets		(~~154~~410,~~219~~220	)		79(721,~~206~~865	)
Amortization of right of use asset - operating leases		71,524			71,353
Advances from issuance of tax credits		6,475,000			-
Amortization of right of use asset - financing leases		19,269			-
Amortization of right of use asset - operating leases		96,465			107,104
Deferred drilling costs		(283,930	)		-
Amortization of right of use asset - financing leases		29,428			5,173
Contribution from BitNile Metaverse, Inc.		-			3,884,620
Deferred drilling costs		(317,350	)		3,243,153
Operating lease expense		(79,001	)		(77,002	)
Contribution from RiskOn International, Inc.		-			3,884,620
Accrued payable and accrued liabilities		855,476			(683,483	)
Operating lease expense		(105,917	)		(115,843	)
Total adjustments		21,290,677			10,526,675
Accrued payable and accrued liabilities		(332,413	)		630,798
Net cash used in operating activities of continuing operations		(5,675,710	)		(2,608,741	)
Total adjustments		112,047,732			21,534,235
Net cash used in discontinued operations		-			(81,053	)
Net cash used in operating activities of continuing operations		(5,331,174	)		(6,331,354	)
Net cash used in operating activities		(5,675,710	)		(2,689,794	)
Net cash used in discontinued operations		-			(91,279	)
Net cash used in operating activities		(5,331,174	)		(6,422,633	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of oil and gas properties		(1,~~035~~175,~~127~~396	)		-(214,197	)
Investments in tax credits		(500,000	)		-
Advances on note receivable		-			(200,000	)
Payments received from note receivable		-			200,000
Proceeds from the disposal of fixed assets		235,835			-
Proceeds from the sale of oil and gas properties		-1,100,000			999,999
Purchase of fixed assets		(4,600	)		(~~889~~1,~~352~~096,442	)
Net cash used in investing activities		(~~803~~344,~~892~~161	)		(89310,~~353~~640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in cash overdraft		~~122,722~~-			(27,918	)
Repayments of advances from related parties		(~~149~~7,~~539~~720,489	)		-
Advances from related parties		45,~~608~~723,~~826~~926			-
Repayment of convertible note		(~~625~~2,~~000~~777,776	)		-
Proceeds from Series C Preferred Stock, net		1,~~141~~181,000			-4,721,816
Proceeds from BitNile Metaverse, Inc. in acquisition of White River		-			3,000,000
Proceeds from RiskOn International, Inc. in acquisition of White River		-			3,000,000
Proceeds from long-term debt		-			145,266
Repayment of long-term debt and note payable		(~~132~~151,~~692~~901	)		(91,~~894~~588,561	)
Payment of lease liability		(1523,~~104~~181	)		-(37,941	)
Proceeds from issuance of convertible note		1,000,000			-
Proceeds from purchases of limited partnership interests		1,685,000			-
Net cash provided by financing activities		5,950,213			3,107,454
Proceeds from sale of common stock and warrants in PIPE		12,738,917			-
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH		(529,389	)		328,307
Proceeds from issuance of convertible note		1,000,000			1,485,000
Net cash provided by financing activities		11,655,496			7,697,662
NET INCREASE IN CASH AND RESTRICTED CASH		5,980,161			964,389
CASH AND RESTRCITED CASH - BEGINNING OF PERIOD		827,790			251,050
CASH AND RESTRICTED CASH - END OF PERIOD	$	~~298~~6,~~401~~807,951		$	~~579~~1,~~357~~215,439
SUPPLEMENTAL DISCLOSURES
Cash paid for interest expense	$	~~217~~226,~~178~~718		$	610,~~158~~841
Cash paid for income taxes	$	-		$	-
SUMMARY OF NON-CASH ACTIVITIES:
Contribution by BitNile Metaverse, Inc.	$	-		$	28,953,510
Net assets acquired from Fortium Holdings Corp.	$	-		$	46,157
Fixed assets acquired for long-term debt and accounts payable	$	103,057		$	-
Bifurcation of derivative liability from convertible note	$	-		$	923,956
ROU asset acquired for lease liability - financing leases	$	-		$	189,705
Gain on sale of oil wells to related party	$	159,457		$	-
Fixed assets acquired for long-term debt and accounts payable	$	103,057		$	1,587,701
Conversion of Series C Preferred Stock to Common Stock	$	8,774,619		$	-
Derivative liability recognized in issuance of convertible note	$	325,474		$	-
Subscription receivable recognized for Series C funding	$	290,000		$	-
Common stock issued for investment in joint venture	$	9,500,000		$	-
Derivative liability extinguished upon repayment of convertible note	$	92,280,778		$	-

F-5

WHITE RIVER ENERGY CORP

(FORMERLY FORTIUM HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~SEPTEMBER~~DECEMBER 3031, 2023

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 shares consisting of 500,000,000 shares of common stock (from 200,000,000) and 5,000,000 shares of preferred stock. The Company filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State on September 29, 2022, and the changes became effective upon filing.

The Company executed a Share Exchange Agreement (the “Exchange Agreement”) on July 25, 2022 and pursuant to the Exchange ~~Agreement~~ Agreement that day acquired 100% of the outstanding shares of capital stock of White River Holdings Corp, a Delaware corporation (“White ~~River~~ River Holdings” or “Holdings”) from ~~BitNile~~RiskOn ~~Metaverse~~International, Inc. (formerly Ecoark Holdings, Inc. (“Ecoark”)), Holding’s sole stockholder. In exchange the Company issued Ecoark 1,200 shares of the newly designated non-voting Series A Convertible Preferred Stock (the “Series A”). The Series A will become convertible into approximately 42,253,521 shares of the Company’s common stock upon such time as (A) the Company has filed a Form S-1, with the Securities and Exchange Commission (the “SEC”) and such Form S-1 has been declared effective (which occurred on September 29, 2023), and (B) Ecoark elects to distribute shares of the Company’s common stock to Ecoark’s stockholders. The Series A has a stated value of $30 million and has a liquidation preference over the common stock and any subsequent series of junior preferred stock equal to the stated value, plus any accrued but unpaid dividends; the Series A, however, does not have any of the voting rights of common stockholders. The transaction was accounted for as a share exchange, whereby Holdings is considered the accounting acquirer. Since the share exchange occurred with a non-shell public company, the transaction included the purchase of the non-controlling interest of Fortium Holdings Corp. Except as expressly indicated in these footnotes to the contrary or where the context clearly dictates otherwise, references to “Fortium Holdings Corp.” refers to the predecessor of the Company before the Holdings share exchange was effected in July 2022.

Holdings has operations in oil and gas, including exploration, production and drilling operations on over 30,000 cumulative acres of active mineral leases Louisiana, and Mississippi.

On July 29, 2022, the Company filed a Certificate of Designation with the Nevada Secretary of State designating a new series of ~~preferred~~ 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. Any outstanding Series B will be automatically cancelled upon the Company applying to have its common stock listed on a national securities exchange. As of the date of this Quarterly Report on Form 10-Q (this “Report”), the Series B is unissued. The Series B is intended to enable the Board of of Directors to act quickly to react to any potential hostile takeover. The auto-cancellation provision was included because the super-voting rights contained in the Series B would violate the rules of a prospective national securities exchange.

F-6

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 Units for $5,146,816. In April 2023, the Company sold 45.64 Units for $1,141,000, with each Unit comprised of 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~~$40,000 ~~deposit is~~was ~~expected~~received toin beDecember ~~made~~2023 inand the ~~quarter~~remaining ~~ended~~$250,000 ~~December~~was ~~31,~~received ~~2023~~in January 2024, following the effectiveness of the Company’s registration statement on Form S-1 on September 29, 2023. The Warrants may be separately sold by the holders rather than exercised into shares of common stock, and ~~the~~trade ~~Company has submitted an application for the Warrants to be traded~~ on the OTCQB under their own unique ticker symbol. On September 29, 2023, all of the Series C shares that were sold automatically converted into 8,465,633 shares of common stock upon effectiveness of the Company’s Form S-1.

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 for Elysian and $3 for Norr. The purpose of the sale of these entities was for the Company to divest themselves of their non-core assets and focus exclusively on the oil and gas production business of Holdings.

On September 16, 2022, the Board of Directors and stockholders approved the name change of the Company from Fortium Holdings Corp. to White River Energy Corp. All paperwork was submitted to both the State of Nevada and to the Financial Industry Regulatory Authority (“FINRA”) on September 20, 2022 and subsequently approved.

The Company has reflected the operations of both Norr and Elysian post-combination in discontinued operations and have reflected the loss on disposal of these companies in the Statements of Operations.

On November 27, 2023, the Company formed White River Native CDFI LLC, a Texas limited liability company (“JV Entity”) and entered into an Operating Agreement with our joint venture partner (“JV Partner”) (see Note 3). Under the terms of the Operating Agreement, the Company has full operational control of the JV Entity and owns 100% of the membership interests. The JV Partner is entitled to receive 51% economic benefit in the event of the sale of the JV Entity (with the Company receiving the remaining 49% of such economic benefit), and the JV Partner is entitled to receive 20% net income of the JV Entity prior to any such sale, with the Company receiving the remaining 80% of net income.

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB).

All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

As the acquisition of Holdings resulted in the owner of Holdings gaining control over the combined entity after the transaction, and the stockholders of the Company continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (Holdings) and was equivalent to the issuance of shares by Holdings for the net monetary assets of the Company, except for the purchase of the 8,400,000 shares of issued and outstanding common shares of Fortium Holdings Corp., which were considered as purchase consideration resulting in $5,917,843 of goodwill that was impaired immediately. As a result, the historical balances represent Holdings. See the Annual Report on Form 10-K filed with the SEC on June 29, 2023 and Note 2 for further details on this transaction.

The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. Therefore, the interim condensed consolidated financial statements should be read in conjunction with those reports. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year due to various factors.

F-7

All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

Principles of Consolidation

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation.

The Company applies the guidance of Topic 810 Consolidation of the FASB ASC to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—are consolidated except when control does not rest with the parent.

Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree.

The Company’s wholly-owned subsidiary, White River Energy Partners Management I, LLC (formerly White River E&P Management 1, LLC) is the general partner and the only managing partner of the White River Energy Partners I, LP (formerly White River E&P 1, LP) (“WR Fund”) has control over the WR Fund, and has the power to deploy the investments from WR Fund into the Company for the various drilling projects they undertake. The name changes became effective May 30, 2023. The Limited Partnership Agreement dated October 31, 2022 was amended by the Amended and Restated Limited Partnership Agreement effective on August 17, 2023 (dated August 15, 2023) (the “Partnership Agreement”). A subsidiary of the Company is the managing partner of WR Fund. The Company’s subsidiary, the managing general partner contributed $100 as a capital contribution, and the remaining ownership held by the other partners are reflected as non-controlling interest (reflected as temporary equity on the condensed consolidated balance sheet atcommencing with the period ended September 30, 2023). In accordance with ASC 480-10-S99-3A and effective with the August 17, 2023 Limited Partnership Agreement, the Company has concluded that the classification of the non-controlling interest will shift from permanent equity to temporary equity as the Company is now responsible for potentially redeeming the partnership interest in cash should the partners choose this option and subject to cash availability of the Company. This would create a situation where the redemption is not solely within the control of the Company.

All distributions from the WR Fund should be made only from revenues of the WR Fund and not from capital contributions or borrowed funds, unless otherwise determined by the Company’s subsidiary, the managing general partner. The managing general partner shall have the discretion to determine on a monthly basis whether any additional distribution shall be made and the amount, if any, of such distribution. The distributions shall be paid: (a) first, to each partner (other than the managing partner which is our subsidiary), as defined in the Amended and Restated Limited Partnership Agreement, in accordance with partner’s capital contribution percentage, until the distributions paid to each partner are equal to their total capital contributions; and (b) (i) if the distributions paid to each partner during the term of the WR Fund (the “Term”) were equal to or greater than such member’s total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to each partner (other than the managing partner) and ten percent (10%) of the return of capital amount will be paid to the managing partner, (ii) if the distributions paid to each partner during the Term were less than such partner’s total capital contribution, then one hundred percent (100%) of the return of capital amount will be paid to the partners until the sum of the partners distributions during the Term and return of capital equal the unit holder’s total capital contribution, and (iii) if there are any return of capital amounts in excess of the partners’ total capital contribution, then ninety percent (90%) of the return of capital amount will be paid to partners and ten percent (10%) of the return of capital amount will be paid to the managing partner.

Any profit or loss in the WR Fund shall be allocated to the partners in such amounts as may be necessary or appropriate to cause the capital balance of each partner to equal, (a) the amounts such partners would receive if all assets on hand at the end of such year were sold for the gross asset value reflected for such assets on the books of the WR Fund, any partner that was obligated to contribute any amount to the WR Fund, or otherwise contributed such amount to the WR Fund, all liabilities of the WR Fund were satisfied in cash in accordance with their terms, and any remaining cash was distributed to the partners in accordance with the provisions for distributions; minus (b) an amount equal to such partner’s allocable share of the partnership minimum gain and nonrecourse debt minimum gain as computed on the last day of such fiscal year or other period in accordance with the applicable regulations, subject to allocations for organization and offering expenses, lease acquisition costs, depletion deductions with respect to oil and gas properties, all intangible drilling costs deductible under Section 263(c) of the Internal Revenue Code, and profits resulting from operations as determined by the managing general partner. Losses allocated to any unit holder for any taxable year shall not exceed the maximum amount of losses that may be allocated to such unit holder without causing such partner to have an adjusted capital account deficit at the end of such taxable year. All losses in excess of the limitation shall be allocated solely to the other partners. If no other partners receive an additional allocation of losses, such additional losses shall be allocated solely to the general partners as determined by the managing partner. The managing partner shall have the discretion to allocate and reallocate profit and loss so as to conform each partner’s capital account to such unit holder’s rights to distributions, insofar as reasonably possible.

F-8

The consolidated financial statements include the results of the WR Fund and the Company has eliminated all intercompany transactions. The WR Fund will incur direct expenses related to both the annual management fee and oil production from the working interests it owns in oil and gas wells; the managing partner, however, does not plan to charge any indirect costs such as audit, tax, legal, or fund administration to the WR Fund.

As discussed in Note 1, the Company formed and consolidated the JV Entity effective November 27, 2023.

Reclassifications

The Company has reclassified certain amounts in the ~~September~~December 3031, 2022 condensed consolidated financial statements to be consistent with the December ~~September 30~~31, 2023 presentation. These changes had no impact on the Company’s financial position or result of operations for ~~the~~ the periods presented.

Cash and Cash Equivalents

Cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. The Company ~~has~~maintains ~~in the past maintained~~ balances in financial institutions where deposits ~~may~~ exceed the federally insured deposit limit of $250,000. The Company has not experienced any losses from such accounts and does not believe it is exposed to any significant credit risk in cash.

The Company’s restricted cash is in the form of certificates of deposit that secure our oil and gas properties.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, cost allocation percentages, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants and conversion options, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards.

Actual results could differ from those estimates.

The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized.

F-9

Oil and Gas Properties

The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Costs associated with unevaluated properties are excluded from the full-cost pool until the Company has made a determination as to the existence of proved reserves. The Company reviews its unevaluated properties at the end of each quarter to determine whether the costs incurred should be transferred to the full-cost pool and thereby subject to amortization. Additionally, the Company assesses all properties classified as unevaluated properties on a quarterly basis for possible impairment. During any period in which these factors indicate impairment, the cumulative drilling costs incurred to date for such properties are transferred to the full-cost pool and are then subject to depletion and the full-cost ceiling test limitation.

There was $97,996 and $~~173~~284,~~692~~414 in depletion expense of reserves for the Company’s oil and gas properties for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, respectively. In addition, the Company impaired $617,600 and $28,265 during the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, respectively.

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% and assuming continuation of existing economic conditions, of (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to Staff Accounting Bulletin (“SAB”) 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. A ceiling test was performed as of ~~September~~December 3031, 2023. The Company recognized impairment of $617,600 and $28,265 for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, respectively.

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.

F-10

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 ~~September~~December 3031, 2023 and March 31, 2023, the Company had established $1,~~470~~576,~~676~~694 and $650,562 in allowances for doubtful accounts. The Company has also established a reserve in the amount of $1,~~380~~280,627 during the ~~six~~nine months ended ~~September~~December 3031, 2023, related to a receivable due under participation agreements entered into during the year ended March 31, 2023.

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.

F-11

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company impaired all of their goodwill in the year ended March 31, 2023.

Property and Equipment and Long-Lived Assets

Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets.

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying values of the Company’s financial instruments such as cash, accounts receivable, prepaid expenses, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments.

Revenue Recognition

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

● Step 1: Identify the contract with the customer

● Step 2: Identify the performance obligations in the contract

● Step 3: Determine the transaction price

● Step 4: Allocate the transaction price to the performance obligations in the contract

● Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

F-12

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. The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfil a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.

All revenue is recorded at a point in time.

In continuing operations, the Company only recognizes revenue from one source, oil and gas production and services.

The Company recognizes revenue for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; and (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month.

Share-Based Payment Arrangements

The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations.

Deferred Tax Credits

The Company accounts for their tax credits under ASC 740. Upon purchase of the tax credit, the Company recognizes the acquired credit as a deferred tax asset and measures it under ASC 740. The difference between the purchase price of the credit and the measurement of the acquired credit as a deferred credit. The deferred credit is recognized in income tax expense in proportion to the reversal of the associated deferred tax asset. Reversal of the deferred tax credit is generally included in determining the Company’s estimated annual effective tax rate unless it is acquired in an annual period after the tax year in which it is utilized.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities.

F-13

Earnings (Loss) Per Share of Common Stock

Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants and conversions of preferred stock into common stock. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations.

Recently Issued Accounting Pronouncements

In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged.

The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company has determined this new guidance will not have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. This standard will be effective for smaller reporting companies in fiscal years beginning after December 15, 2023, with early adoption permitted. The Company early adopted the new standard beginning April 1, 2023 and the adoption did not have a material impact on our consolidated financial statements.

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” for financial assets held. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. The Company adopted this new accounting guidance effective April 1, 2023 and the adoption did not have a material impact on our 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

The ~~Company~~accompanying ~~raised~~financial ~~capital~~statements ~~through~~for athe ~~private~~nine ~~investment~~months inended aDecember ~~public~~31, ~~equity~~2023 ~~(PIPE)~~have ~~and~~been ~~raised~~prepared ~~approximately~~assuming $6the Company will continue as a going concern,~~578,000~~ ~~through~~but the ~~end~~ability of ~~April~~ ~~2023~~the ~~from~~Company ~~this~~to ~~PIPE~~continue ~~offering,~~as ~~together~~a ~~with~~going ~~approximately~~concern ~~$2,811,609~~is ~~received~~dependent ~~from~~on ~~Participation~~the ~~Agreements~~Company obtaining adequate capital to ~~provide~~fund ~~the~~operating ~~funds necessary~~losses ~~for~~until ~~the~~it ~~Company~~establishes a revenue stream and becomes profitable. Management’s ~~drilling~~plans ~~program.~~to ~~The~~continue as ~~Company~~a ~~also~~going ~~began~~concern ~~receiving~~include ~~drilling~~raising additional capital ~~from~~through ~~the~~sales ~~limited~~of ~~partners~~equity ofsecurities ~~the~~and borrowing. However, management cannot WRprovide ~~Fund~~any ~~during~~assurances that the ~~year~~Company ~~ended~~will ~~March~~be ~~31,~~successful ~~2023~~in accomplishing any of its plans. The Company has incurred a net loss from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, and reduce the scope of the Company’s development and operations. Continuing as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

From October 1, 2023 through December 31, 2023 the Company (i) raised approximately $12,700,000 through the sale of shares of common stock and warrants in a second private placement in public equity (“PIPE”) offering, (ii) raised approximately $1,685,000 in investments into the WR Fund during the three months ended December 31, 2023; and (iii) raised approximately $6,475,000 from proceeds received from the sales of tax credits, which are being treated by the Company as advances for accounting purposes obtained in the joint venture as discussed in Note 3.

F-14

The accompanying financial statements for the six months ended September 30, 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.

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 shares of Series A valued at $30,000,000 in the share exchange transaction. The 1,200 Series A shares are convertible to 42,253,521 shares of common stock which represented approximately 80% of the total issued and outstanding shares on a fully diluted basis at the time of the merger.

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 shares of Series A of the Company. This exchange of shares and the resulting controlling ownership of the Company constitutes a reverse acquisition and purchase accounting being applied to the net assets acquired from Fortium Holdings Corp. under ASC 805 due to Holdings being the accounting acquirer and Fortium Holdings Corp., being deemed an acquired business as they were not a shell corporation. This requires financial reporting from the Merger close date forward to reflect only the historic consolidated results of Holdings and to include the consolidated results for the Company and subsidiaries from July 25, 2022 forward.

F-15

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, based on 8,400,000 shares of common stock outstanding on July 25, 2022 and the closing price that day of $0.71 per share. The Company impaired the goodwill effective with the Merger on July 25, 2022, as they had decided at that time to sell the Norr and Elysian businesses, although the sales were effected later in September 2022. The Company sold these two entities for a total of $4 in September 2022. The loss on the sale is reflected as a loss on disposal in the consolidated statements of operations.

The following table shows the unaudited pro-forma results for the ~~six~~nine months ended ~~September~~December 3031, 2022, as if the acquisitions had occurred on April 1, 2022.

SCHEDULE OF BUSINESS ACQUISITION

	Six Months Ended September 30, 2022
	Nine Months Ended December 31, 2022
	~~(Unaudited)~~	(Unaudited)
Revenues	$	~~116~~616,~~461~~972
Net loss	$	(1327,~~135~~865,~~416~~589	)
Net loss per share	$	-(3.23	)

The condensed consolidated statements of operations and cash flows represent the operations of Holdings for the ~~six~~nine months ended ~~September~~December 3031, 2022 include cost allocations from Holding’s former parent Ecoark as discussed below.

Cost Allocations

The consolidated financial statements of Holdings have been prepared in connection with the expected separation and have been derived from the consolidated financial statements and accounting records of Ecoark operated on a standalone basis during the periods presented and were prepared in accordance with GAAP.

The consolidated financial statements reflect allocations of certain Ecoark corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other income and expenses for interest expense on debt that portions were used for Holdings, changes in derivative liabilities on the books of Ecoark for Warrants granted in offerings of which proceeds went towards the operations of Holdings, and conversions of debt. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount, asset, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented pursuant to SAB Topic 1.B.1. The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

F-16

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.

NOTE 3: ~~PROPERTY~~JOINT ~~AND~~VENTURE ~~EQUIPMENT~~AGREEMENT

~~Property~~On ~~and~~November ~~equipment~~22, ~~consisted~~2023, the Company entered into JV Agreement with the JV Partner, pursuant to which the JV partner sold the Company $500,000,000 of United States federal income tax credits issued to a Native American tribe (“Credits”) in exchange for certain consideration including profit participation and 10,000,000 shares of the ~~following~~Company’s restricted common stock valued at $9,500,000, subject to the vesting and performance conditions set forth therein as ofwell ~~September~~as 30a cash payment of $500,000. ~~2023~~The JV Agreement provides that if the Company is able to monetize at least part of the Credits within 90 days of its execution (~~unaudited~~which occurred as described below), ~~and~~the ~~March~~JV 31Partner shall sell the Company additional Credits of at least $7 billion, which was reduced to $5.5 billion. The 10,000,000 shares of common stock were issued to the JV Partner on November 22, 2023. These shares are restricted and shall vest in accordance with the following vesting schedule:

	(i)	2,000,000 shares vested due to the sale of credits (“Credit Sales”) totaling at least $10,000,000 in net proceeds after broker fees;
	(ii)	1,000,000 shares vest upon the completion of either $100,000,000 in net proceeds off derived from the establishment of the Company’s use of the Credits as collateral and pledging them towards a credit instrument such as a secured promissory note or secured line of credit (a “Credit Instrument”) or the 1^st tranche in Credit Sales yielding at least $100,000,000 in net proceeds after broker fees;
	(iii)	1,000,000 shares vest upon the completion of either $100,000,000 in net proceeds off of the Credit Instrument or the 2nd tranche in Credit Sales yielding at least $100,000,000 in net proceeds after broker fees;
	(iv)	1,000,000 shares vest upon the completion of either $100,000,000 in net proceeds off of the Credit Instrument or the 3rd tranche in Credit Sales yielding at least $100,000,000 in net proceeds after broker fees;
	(v)	1,000,000 shares vest upon the completion of either $100,000,000 in net proceeds off of the Credit Instrument or the 4th tranche in Credit Sales yielding at least $100,000,000 in net proceeds after broker fees;
	(vi)	1,000,000 shares vest upon the completion of either $100,000,000 in net proceeds off of the Credit Instrument or the 5th tranche in Credit Sales yielding at least $100,000,000 in net proceeds after broker fees;
	(vii)	1,000,000 shares shall vest upon the transfer of the 2^nd tranche of $500,000,000 in Credits;
	(viii)	1,000,000 shares shall vest upon the transfer of the 3rd tranche of $500,000,000 in Credits; and
	(ix)	1,000,000 shares shall vest upon the transfer of the 4th tranche of $500,000,000 in Credits.

The initial $500,000,000 of Credits were transferred in the name of the Company on November 28, 2023. Through December 31, 2023 a total of $5.5 billion in tax credits have been transferred to the Company in two tranches pursuant to the JV Agreement.

Under the JV Agreement, the Company agreed to use the net proceeds from the monetization of the initial $500,000,000 of Credits as follows: (i) first, to pay off all tax liabilities on the Company’s balance sheet (approximately $10,000,000); (ii) second, to fund potential acquisitions and other partnerships and joint ventures (up to $100,000,000); (iii) third, to purchase existing oil production including proven undeveloped reserves (up to $100,000,000); (iv) fourth, to fund a drilling program to extract oil from the Company’s oil and gas mineral leases (up to $240,000,000); and (v) fifth, to enter into midstream operations including crude oil storage tank farm and commodities trading (the remaining net proceeds estimated to be approximately $50,000,000). The Company also agreed, subject to adequate monetization of the Credits, to use commercially reasonable efforts to achieve carbon-neutral status, and thereafter begin the process of achieving carbon-zero status. In addition, the Company agreed to use commercially reasonable efforts to launch a public works program for the benefit of the Native American tribe under the direction of the JV Partner.

The JV Agreement provides for the formation of a joint venture in which the Company formed the JV Entity under the following terms: (i) the Company will own 100% of the membership interests in JV Entity, (ii) the Company will act as or appoint the manager of the JV Entity, (iii) the Company will receive 80% of the net income of the JV Entity with the JV Partner receiving the remaining 20%, (iv) JV Partner will own 51% of the remaining economic benefits of the JV Entity with 49% owned by the Company, (v) the Company will transfer its net ownership in all assets acquired with proceeds from the monetization of the Credits to the JV Entity upon either purchase of the assets or the creation of the division order of working interests at the time of assignment of ownership in economically viable drilled oil wells; and (vi) within two business days after the monetization of all or a portion of the Credits by the Company, the JV Entity will pay the JV Partner a distribution totaling $500,000 in $25,000 quarterly installments over a five year period. The Company also agreed to manage and operate the JV Entity and pay the expenses incident thereto.

Pursuant to the terms in the JV Agreement, the JV Partner transferred $500,000,000 in tax credits on November 28, 2023 into the name and tax identification number of the Company at the United States Treasury. A second tranche of $5,000,000,000 in tax credits was transferred on December 25, 2023 as a result of the Company successfully completing performance requirements by having monetized a portion of the Credits within 90 days of the execution of the JV Agreement.

From November 28, 2023 through December 31, 2023, the Company sold $12,950,000 of Credits and raised $6,475,000 in proceeds from these sales. The Company has engaged two separate law firms each to perform external diligence and issue a legal opinion on the validity of these Credits. One of the firms has noted that it would be prepared to proceed with its legal opinion subject to completion of its initial diligence, while the other firm has noted that it plans to first file a private letter ruling (“PLR”) request on behalf of the Company to the Internal Revenue Service which would provide the Company with additional clarity on the status of these Credits, in addition to a tax opinion. Until either the opinion or the PLR is obtained, the Company has impaired the investment and has reflected the proceeds of $6,475,000 received as deferred tax credits.

F-17

NOTE 4: PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2023 (unaudited) and March 31, 2023:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2023			March 31, 2023
	December 31, 2023			March 31, 2023
	~~(unaudited)~~	(unaudited)
Land	$	140,000		$	140,000
Buildings (39 years)		236,000			236,000
Machinery and equipment (3 to 10 years)		3,179,421			3,141,159
Total property and equipment		3,555,421			3,517,159
Accumulated depreciation and impairment		(~~425~~505,~~367~~740	)		(265,727	)
Property and equipment, net	$	3,~~130~~049,~~054~~681		$	3,251,432

Depreciation expense for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022 was $~~167~~247,~~149~~523 and $54123,~~531~~616, respectively. Depreciation does not include items in fixed assets that are not in service.

In July 2023, the Company received $300,000 included in other income, in insurance proceeds on a damaged drilling rig that has been temporarily pulled out of service to repair.

In August 2023, the Company sold a vehicle with a net value of $3,817 for $1 recognizing a loss of $3,816, included in gain on sale of fixed assets on the consolidated statements of operations.

In August 2023, the Company disposed of $58,069 in work over rigs for insurance proceeds received of $235,833, recognizing a gain of $177,765, included in gain on sale of fixed assets on the consolidated statements of operations.

NOTE 45: OIL AND GAS PROPERTIES

Activity in the nine months ended December 31, 2023 consist of the following:

As of October 1, 2023, the Company sold their entire working interest in the Deshotel 24H #1 well to a third party. The Company is keeping the mineral lease and 3D seismic for future drilling projects and only selling the well bore. The working interest being sold includes the 50% owned by the Company as well as the working interest owned by outside affiliates, specifically Sky 3D LLC, an entity owned and controlled by Randy May, the Company’s Chief Executive Officer, Third Arm LLC, an entity owned and controlled by Mr. May and certain members of his family, and Atikin Investments LLC, an entity owned and controlled by Jay Puchir, the Company’s Chief Financial Officer. The purchase price was $2,000,000. The Company received the proceeds on October 3, 2023. Of the $2,000,000 received, the Company paid the other working interest owners $1,000,000.

On October 1, 2023, Sky 3D, LLC, a company controlled by the Company’s Chief Executive Officer, Randy May, purchased two oil field assets from the Company for $100,000. The Lake St John (Rhodes wells) asset is associated with an ongoing legacy lawsuit involving the Company, the Ravenwood Lands of Louisiana, L.L.C., et. al. v. Chevron U.S. Inc., et. al. litigation, which is more fully described in Note 14: Commitments under “Legal Matters”. The transaction was reviewed and received approval from the Company’s Audit Committee on November 1, 2023.

Activity in the year ended March 31, 2023 consist of the following:

For the ~~six~~nine months ended ~~September~~December 3031, 2022, the Company received proceeds of $999,999 from a related party for the sale of wells which were recorded in the full-cost pool.

~~The~~On WROctober ~~Fund~~6, ~~received~~2022, ~~limited partnership interests during~~ the ~~year~~Company ~~ended~~assigned ~~March~~10% ~~31, 2023 in the amount~~ of ~~$3,244,653~~their ~~for~~working ~~two~~interest ~~drilling projects~~ in ~~Louisiana and Mississippi which funds were spent by~~ the ~~Company.~~Harry ~~There~~O’Neal ~~were~~20-9 nowell ~~amounts~~to ~~collected~~two ~~during~~related ~~the~~parties, ~~six months ended September~~pursuant ~~30,~~to ~~2023. The amounts received in~~ the ~~year~~vesting ~~ended~~of ~~March~~various ~~31,~~performance ~~2023~~conditions ~~are reflected~~ in ~~our~~the ~~unevaluated~~employment ~~wells~~contracts ~~in progress as~~ of ~~September 30, 2023~~Mr. ~~These~~Randy ~~projects~~May ~~were~~and ~~not~~Mr. ~~completed~~Jay ~~during~~Puchir. ~~the~~There ~~six~~were ~~months~~no ~~ended~~recognized reserves ~~September~~booked ~~30,~~for ~~2023~~this well.

~~The~~On ~~following~~October ~~table~~10, ~~summarizes~~2022, the Company entered into a settlement agreement with a Harry O’sNeal ~~oil~~working ~~and~~interest ~~gas~~owner ~~activities~~whereby bythey ~~classification~~granted them asa of50% ~~September~~working ~~30,~~interest ~~2023~~in ~~(unaudited)~~the ~~and~~Harry ~~March~~O’Neal 20-9 well in exchange for a full release of claims from all prior investments. ~~31,~~There ~~2023~~were no recognized reserves booked for this well.

The WR Fund received limited partnership interests during the year ended March 31, 2023 in the amount of $3,244,653 and $1,685,000 in the nine months ended December 31, 2023 for two drilling projects in Louisiana and Mississippi which funds were spent by the Company. These amounts received are reflected in our unevaluated wells in progress as of December 31, 2023. These projects were not completed during the nine months ended December 31, 2023.

The following table summarizes the Company’s oil and gas activities by classification as of December 31, 2023 (unaudited) and March 31, 2023.

Oil and Gas Properties – Full-Cost Method

SCHEDULE OF OIL AND GAS ACTIVITIES

	September 30, 2023			March 31, 2023
	December 31, 2023			March 31, 2023
	~~(unaudited)~~	(unaudited)
Oil and gas properties – full-cost pool	$	148,~~194~~669,~~006~~804		$	14,052,041
Accumulated, depletion and impairment		(138,~~482~~669,~~460~~804	)		(12,766,864	)
Oil and gas properties, net	$	~~711,546~~-		$	1,285,177

F-1718

Unevaluated Wells in Progress

The following table summarizes the Company’s unevaluated wells in progress for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022.

	September 30, 2023		September 30, 2022
	December 31, 2023		December 31, 2022
	~~(unaudited)~~	(unaudited)	~~(unaudited)~~	(unaudited)
Balance – beginning of period	$	3,244,653	$	4,936,352
Exploration costs		~~893~~1,~~162~~033,431		-
Assignments		-		(28,265	)
Balance – end of period	$	4,~~137~~278,~~815~~084	$	4,908,087

During the ~~six~~nine months ended ~~September~~December 3031, 2023, the Company conducted two drilling projects (a) Peabody AMI 12 #18, and (b) Denmiss #1. The Company anticipates completion of these projects in ~~their~~its ~~third~~fourth fiscal quarter ending ~~December~~March 31, ~~2023~~2024. The exploration costs above ~~represent~~ represent the costs incurred for the ~~six~~nine months ended ~~September~~December 3031, 2023 on those two projects. The Company reviews its unevaluated properties at the end of each quarter to determine whether the costs incurred should be transferred to the full-cost pool and thereby subject to amortization.

NOTE 56: ASSET RETIREMENT OBLIGATIONS

In conjunction with the approval permitting the Company to resume drilling in the existing fields, the Company has recorded an asset retirement obligation (“ARO”) based upon the plan submitted in connection with the permit. The ARO results from the Company’s responsibility to abandon and reclaim their net share of all working interest properties and facilities.

The following table summarizes activity in the Company’s ARO for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022 (unaudited):

	September 30, 2023			September 30, 2022
	December 31, 2023			December 31, 2022
	~~(unaudited)~~	(unaudited)		~~(unaudited)~~	(unaudited)
Balance, beginning of period	$	1,463,931		$	1,303,751
Accretion expense		6283,~~650~~927			3552,~~562~~063
Reclamation obligations settled		-			-
Disposition due to sale of property		-(546,270	)		(~~671~~684,~~162~~679	)
Additions		-			-
Changes in estimates		-			-
Balance, end of period	$	1,~~526~~001,~~581~~588		$	~~668~~671,~~151~~135

Total ARO at ~~September~~December 3031, 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 ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, respectively. These values are discounted to present value at 8% per annum for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022.

F-18

NOTE 6: LONG-TERM DEBT

Long-term debt consisted of the following as of September 30, 2023 (unaudited) and March 31, 2023.

SCHEDULE OF LONG-TERM DEBT

	September 30, 2023			March 31, 2023
	(unaudited)
Truck loan – Amur Capital (a)	$	61,480		$	71,342
Truck loan – Mitsubishi (b)		31,225			43,332
Tractor loan – Simmons Bank(c)		36,071			43,873
Loan – Simmons Bank(e)		21,797			25,138
Rig Loan – North Mill(f)		-			94,099
Loan – Amur Capital(d)		32,238			35,212
Auto loan – TD Auto(g)		78,258			-
Total long-term debt		261,069			312,996
Less: current portion		(88,826	)		(104,950
Long-term debt, net of current portion	$	172,243		$	208,046

(a) On May 13, 2022, entered into long-term secured note payable for $87,964 for two service trucks maturing April 13, 2026. The note is secured by the collateral purchased and accrued interest annually at 11.99% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2023. (b) On June 21, 2022, entered into long-term secured note payable for $61,973 for a service truck maturing December 21, 2024. The note is secured by the collateral purchased and accrued interest annually at 11.99% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2023. (c) On October 11, 2022, entered into long-term secured note payable for $50,142 for a tractor maturing October 11, 2025. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2023. (d) On October 18, 2022, entered into long-term secured note payable for $37,599 for equipment maturing October 18, 2027. The note is secured by the collateral purchased and accrued interest annually at 11.99% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2023. (e) In August 2022, entered into long-term note payable in the amount of $28,900 for equipment maturing August 2, 2026. The note is secured by the collateral purchased and interest is accrued at 6.50% with principal and interest due monthly. There is no accrued interest as of September 30, 2023. (f) In January 2023, entered into long-term note payable in the amount of $99,000 for a rig maturing January 9, 2026. The note is secured by the collateral purchased and interest is accrued at 7.99% with principal and interest due monthly. There is no accrued interest as of September 30, 2023. The Company received insurance proceeds from the loss incurred on the collateral and paid off this loan in August 2023. (g) In June 2023, entered into long-term note payable in the amount of $80,764 for an automobile maturing June 2029. The note is secured by the automobile and interest is accrued at 9.79% with principal and interest due monthly. There is no accrued interest as of September 30, 2023.

F-19

~~The~~NOTE ~~following~~7: isLONG-TERM ~~a list of maturities as of September 30:~~DEBT

Long-term debt consisted of the following as of December 31, 2023 (unaudited) and March 31, 2023.

SCHEDULE OF LONG-TERM DEBT

	December 31, 2023			March 31, 2023
		(unaudited)
Truck loan – Amur Capital ^(a)	$	56,323		$	71,342
Truck loan – Mitsubishi ^(b)		27,026			43,332
Tractor loan – Simmons Bank^(c)		32,052			43,873
Loan – Simmons Bank^(e)		20,086			25,138
Rig Loan – North Mill^(f)		-			94,099
Loan – Amur Capital^(d)		30,683			35,212
Auto loan – TD Auto^(g)		75,689			-
Total long-term debt		241,859			312,996
Less: current portion		(90,919	)		(104,950
Long-term debt, net of current portion	$	150,940		$	208,046

(a)	On May 13, 2022, entered into long-term secured note payable for $87,964 for two service trucks maturing April 13, 2026. The note is secured by the collateral purchased and accrued interest annually at 11.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2023.

(b)	On June 21, 2022, entered into long-term secured note payable for $61,973 for a service truck maturing December 21, 2024. The note is secured by the collateral purchased and accrued interest annually at 11.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2023.

(c)	On October 11, 2022, entered into long-term secured note payable for $50,142 for a tractor maturing October 11, 2025. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2023.

(d)	On October 18, 2022, entered into long-term secured note payable for $37,599 for equipment maturing October 18, 2027. The note is secured by the collateral purchased and accrued interest annually at 11.99% with principal and interest payments due monthly. There is no accrued interest as of December 31, 2023.

(e)	In August 2022, entered into long-term note payable in the amount of $28,900 for equipment maturing August 2, 2026. The note is secured by the collateral purchased and interest is accrued at 6.50% with principal and interest due monthly. There is no accrued interest as of December 31, 2023.

(f)	In January 2023, entered into long-term note payable in the amount of $99,000 for a rig maturing January 9, 2026. The note was secured by the collateral purchased and interest is accrued at 7.99% with principal and interest due monthly. The Company received insurance proceeds from the loss incurred on the collateral and paid off this loan in August 2023.

(g)	In June 2023, entered into long-term note payable in the amount of $80,764 for an automobile maturing June 2029. The note is secured by the automobile and interest is accrued at 9.79% with principal and interest due monthly. There is no accrued interest as of December 31, 2023.

F-20

The following is a list of maturities as of December 31:

SCHEDULE OF MATURITIES

2024	$	8890,~~826~~919
2025		7367,~~558~~405
2026		4536,~~661~~177
2027		2322,~~592~~547
2028		16,~~573~~134
Thereafter		128,~~859~~677
Total	$	~~261~~241,~~069~~859

Interest expense on long-term debt during the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022 are $3138,~~443~~252 and $610,~~168~~841, respectively.

NOTE 78: SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Convertible Note Transaction

On December 20, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Purchaser”) whereby the Purchaser lent the Company an aggregate of $1,500,000 in gross proceeds and the Company issued the Purchaser a 10% Original Issue Discount Senior Secured Convertible Promissory Note in the principal amount of $1,666,666.67 (the “Note”). The proceeds ~~are~~ ~~being~~were used for working capital and growth capital.

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~~permitted ~~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 was due September 16, 2023. The Note ~~bears~~had an interest ~~at a~~ rate of 12% per annum, payable monthly, subject to an increase to 18% per ~~annum~~ annum in case of an event of default as provided for therein. In addition, all overdue accrued and unpaid principal and interest iswere subject to a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law which if applicable accrues daily from the date such principal and interest iswas due.

The Note iswas 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 per share and (ii) the average of the five-closing prices of the common stock immediately prior to the date of conversion, subject to certain adjustments (including based on the issuance of lower priced securities) and beneficial ownership limitations. Upon an event of default, the Purchaser ~~may~~was entitled to convert the Note at a reduced conversion price equal to 70% of the lowest closing price of the common stock for the 10 prior trading days. The reduction of the exercise price of the Series C warrants would have resulted in a reduction of the conversion price to ~~these~~the ~~notes,~~Note as well as Note 2 (as described below), however the lender ~~has~~ agreed to waive ~~this~~these ~~clause~~provisions.

Under the Note, beginning on April 16, 2023 the Company was required to pay monthly installments equal to one-fourth of the original principal amount at 120% of such principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note, with each payment resulting in a reduction in the principal of the Note at 100% (as compared to 120%). Furthermore, at any time after the issuance date of the Note, the Company ~~may~~had the option, after written notice to the Purchaser, to prepay the Note in an amount equal to 120% of the then outstanding principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note. The Company was ~~will~~ also be required to offer to pay the Note at 120% of the principal amount plus any unpaid accrued interest, upon the occurrence of certain events including (i) a change of control or sale of assets, (ii) a sale by the Company of equity or debt securities for gross proceeds to the Company of at least $5 million, and (iii) upon the maturity of the Note. The Company paid $625,000 in April through September 2023, and repaid the balance of the Note ~~is currently~~on inDecember ~~good~~8, ~~standing~~2023.

F-2021

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. Upon an event of default, the Purchaser may cause the Note to become immediately due and payable and require the Company to pay 125% of the then outstanding principal amount, plus accrued but unpaid interest and any other amounts outstanding under the Note.

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 September 30, 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.

On May 10, 2023, the Company entered into an amendment with the holder of the ~~10% Original Issue Discount Secured Convertible~~ Note dated December 16, 2022 ~~(see Note 7)~~, and the designated counterparty under that certain Letter Agreement dated December 16, 2022 pursuant to which the Note and Consulting Agreement (as described below under “Consulting Agreement”) were amended as follows: (A) with respect to the Note, (i) the monthly redemption payment ~~obligation~~ obligation was eliminated, (ii) the mandatory prepayment amount with respect to principal was increased from 120% to 127.5%, or $2,125,000, (iii) the mandatory default amount with respect to principal was increased from 125% to 132.5%, or $2,208,333.34; and (iv) the optional ~~redemption~~ redemption amount with respect to principal was increased from 120% to 127.5%, or $2,125,000; and (B) with respect to the Consulting Agreement, an additional clause was added providing that the consultant shall receive on the date ending 180 days after the date a registration statement filed by the company registering the sale of the shares issuable thereunder is declared effective by the SEC, an additional number of shares of common stock if necessary such that the consultant shall have received a number of shares equal to $1,666,666.67 divided by the price per share of the common stock as of such date.

The conversion terms of the Note required the Company to bifurcate the conversion option from the host and classify the conversion option as a derivative liability under ASC 815. The value of the derivative liability at inception was $923,956.

On August 10, 2023, the Company entered into a second amendment to the SPA and Note pursuant to which the maturity date of the Note was extended to December 16, 2023. In connection with this amendment, the Company also entered into a new SPA with the same lender and borrowed an additional $1 million and issued the lender, a private family trust, an additional Original Issue Discount Convertible Note of $1,111,111 (“Note 2”) and with identical terms as the December 2022 Note. The Company’s Chief Executive Officer and Chief Financial Officer personally guaranteed Note 2 similar to their guarantees of the Note. In addition, the Company agreed to provide the lender with a carried working interest in one or more productive oil wells in an amount to be mutually agreed by the parties, and that if such interest does not result in revenue to the lender of at least $1,111,111 within 24 months from the date of the amendment, to pay the lender the difference between such amount and the amount actually received by the lender pursuant to the carried working interest. Finally, the Company issued the lender participation rights equal to 15% of any future wells drilled. The Company also repaid in full Note 2 on December 8, 2023.

The conversion terms of the Note 2 required the Company to bifurcate the conversion option from the host and classify the conversion option as a derivative liability under ASC 815. The value of the derivative liability at inception was $325,474.

During the ~~six~~nine months ended ~~September~~December 3031, 2023, the Company incurred interest expense of $84149,~~539~~123, amortization of original issue discount on the convertible notes of $217,141, and amortization of debt discount of $~~709~~913,~~858~~278. ~~The~~Due ~~Company~~to ~~repaid~~the ~~$625,000~~repayment of ~~the~~these ~~convertible~~notes, ~~note payable.~~the ~~The~~ value of the derivative liability ~~related~~just prior to ~~the~~repayment ~~convertible~~was ~~notes~~extinguished atand ~~September~~classified ~~30,~~as ~~2023~~additional ispaid ~~$1,243,509~~in capital.

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 shares of common stock, subject to upward adjustment to the extent the closing price per share of the Company’s common stock is below $1.00 as of (i) the date a registration statement registering the resale by the Consultant of its shares of common stock is declared effective by the SEC (the “Effective Date”), and/or (ii) 90 days after the Effective Date. In such event, the number of shares will be increased to the quotient obtained by dividing $1,666,666.67 by the closing price of the common stock. The value of $1,666,667 was expensed as stock-based compensation under this agreement. The Company also agreed to indemnify the Consultant pursuant to indemnification provisions attached to the Consulting Agreement.

The Company entered into an amendment dated September 30, 2023 to the Consulting Agreement dated December 16, 2022, with Centrecourt Asset Management LLC (“Centrecourt”) and Smithline Family Trust I (the “Trust”), pursuant to which the parties agreed as follows: (i) the Consulting Agreement was amended to provide that Centrecourt or its designee(s) are entitled to receive 446,702 shares of common stock and 243.993 shares of a newly designated Series D Convertible Preferred Stock (the “Series D”) convertible into 1,219,965 shares of common stock (subject to adjustment as provided in the Consulting Agreement as amended), rather than 1,666,667 shares of common stock, and (ii) the ~~Shareholder~~Trust exchanged 1,219,965 of the shares of common stock it held for the 243.993 shares of Series D issuable under the Consulting Agreement as amended, convertible into an equivalent number of shares of common stock. The 1,219,965 shares of common stock that were previously issued to and subsequently exchanged by the ~~Shareholder~~Trust for the corresponding shares of Series D are now being held by the Company as treasury stock. The agreement was executed October 9, 2023, and the Series D was approved by the Board of Directors and filed with the State of Nevada on October 4, 2023. On October 19, 2023, the Company issued 95.67 Series D shares for services valued at $530,954.

F-2122

NOTE 89: DERIVATIVE LIABILITIES

The Company issued Units consisting of Series C Preferred Stock and Warrants in a PIPE financing (see Note 910) and two Notes payable (see Note 78) in two transactions (“Derivative Instruments”). The Series C Warrants as well as the conversion option on the Notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.”

The Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.

The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected term, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each derivative instrument is estimated using the Black-Scholes valuation model. The following assumptions were used during the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022:

SCHEDULE OF FAIR VALUE OF EACH WARRANTS

		Six Months Ended September 30, 2023		Six Months Ended September 30, 2022
		Nine Months Ended December 31, 2023		Nine Months Ended December 31, 2022
Expected term		0.20– 5.00 years		-0.70 – 0.75 years
Expected volatility		65- ~~280~~327	%	113 - 172	%
Expected dividend yield		-		-
Risk-free interest rate		3.60 – 5.55	%	-4.64 – 4.73	%
Exercise price	$	0.777 - 1.00		-$1.00
Market price		1.09 – $15.2400		$0.40 - $1.43

Derivative liabilities as of ~~September~~December 3031, 2023 (unaudited) and March 31, 2023 are as follows.

	September 30, 2023		March 31, 2023
	December 31, 2023		March 31, 2023
	~~(unaudited)~~	(unaudited)
Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 9)	$	18,748,506	$	9,948,473
Fair value of Warrants issued in connection with Series C Preferred Stock (see Note 10)	$	-	$	9,948,473
Fair value of conversion option on convertible notes payable (see Note 7)		1,243,509		534,898
Fair value of conversion option on convertible notes payable (see Note 8)		-		534,898
	$	19,992,015	$	10,483,371
Total	$	-	$	10,483,371

Activity related to the derivative liabilities for the ~~six~~nine months ended ~~September~~December 3031, 2023 is as follows:

Beginning balance as of March 31, 2023	$	10,483,371
Issuances of Series C Warrants – derivative liabilities		3,263,470
Issuance of Note 2 (see Note 7)		325,474
Issuance of Note 2 (see Note 8)		325,474
Change in fair value of derivative liabilities		578,~~919~~208,~~700~~463
Ending balance as of September 30, 2023	$	19,992,015
Extinguishment of derivative liability upon repayment of convertible notes		(92,280,778	)
Ending balance as of December 31, 2023	$	-

The change in fair value of the derivative liability for the ~~six~~nine months ended ~~September~~December 3031, 2023 was $578,~~919~~208,~~700~~463.

~~There were no derivative liabilities in the six months ended September 30, 2022.~~F-23

~~F-22~~NOTE 10: STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 9: STOCKHOLDERS’ EQUITY (DEFICIT)

On September 28, 2022, the Company increased its authorized capital to 505,000,000 shares consisting of 500,000,000 shares of common stock (from 200,000,000) and 5,000,000 shares of preferred stock. See Note 1.

The Company executed the Exchange Agreement on July 25, 2022 and pursuant to the Exchange Agreement that day acquired 100% of the outstanding shares of capital stock of Holdings from Ecoark, Holding’s sole stockholder. In exchange the Company issued Ecoark 1,200 shares of the newly designated Series A. See Note 1 under “Description of Business” for more details on the Series A.

The Series A has a stated value of $30 million and has a liquidation preference over the common stock and any subsequent series of junior preferred stock equal to the stated value, plus any accrued but unpaid dividends.

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 shares of Series C. See Note 1 under “Description of Business” and the below section in Note 9 “Series C Convertible Preferred Stock” for more details on the Series C.

From October 19, 2022 through September 30, 2023, the Company entered into a Securities Purchase ~~Agreement~~Agreements (each a “~~SPA~~Purchase Agreement”) ~~pursuant~~ pursuant to which the Company sold 251.5126308 Units to accredited investors, with each Unit consisting of one share of Series C and five-year Warrants to purchase up to 200% of the shares of common stock issuable upon conversion of the Series C, at a purchase price of $25,000 per Unit for a total purchase price of $6,287,816 in the initial Series C Preferred Stock PIPE offering. In addition, the Company sold another 11.6 units ($290,000) to investors, for which ~~the~~$40,000 ~~deposit~~was isreceived ~~expected to be made~~ in ~~the quarter ending~~ December ~~31,~~ 2023 ~~following~~and the ~~effectiveness~~remaining of$250,000 ~~the~~was received ~~Company’s~~in ~~registration~~the ~~statement~~first onweek ~~Form~~of ~~S-1~~January on2024. ~~September~~The 29$250,000 ~~2023, which~~ is reflected as a subscription receivable at ~~September~~December 3031, 2023. 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 tobegan betrading ~~traded~~ on the OTCQB under their own unique ticker symbol effective December 14, 2023.

The net proceeds from the PIPE Offering, after offering expenses and related costs, have been used for working capital and general corporate purposes including oil and gas drilling on the Company’s working interests in Louisiana and Mississippi. The shares of the Series C are expected to be converted upon the effective registration of the Registration Statement filed by the Company.

In June 2023, the Company issued 167,133 shares to its three non-employee directors that were earned through March 31, 2023.

On July 27, 2023, the Company granted 500,000 shares of common stock to a business development advisor for services rendered. The shares were valued at $1.24 per share ($620,000 total).

On September 29, 2023, the Company issued 8,465,633 shares of common stock in the conversion of the Series C shares.

On October 13, 2023, the Company initiated an offering for a $20,000,000 PIPE (PIPE 2 for shares of common stock and warrants) offering on a best efforts, no minimum basis, to offer up to 25,740,026 units consisting of one share of common stock with 200% warrant coverage, at a price per unit of $0.777. The warrants are five-year warrants with an exercise price of $1.00. The Company has used and intends to use the proceeds of this offering primarily for growth capital, working capital, repayment of indebtedness, the purchase of oil and gas mineral leases, and drilling oil of wells. The Company also plans to use this offering in its efforts to meet the stockholder’s equity requirements needed to uplist to a national securities exchange. On October 24, 2023, Emerson Equity LLC, signed an agreement with the Company, effective October 13, 2023 to serve as the managing broker dealer for this offering. During the period October 13, 2023 through December 31, 2023, the Company raised $13,213,917 under PIPE 2 of which $475,000 was received and deposited in the first week of January 2024 and is reflected as a subscription receivable at December 31, 2023, and issued 17,006,561 shares of common stock and 34,013,122 warrants.

On November 22, 2023, the Company issued 10,000,000 shares of common stock to the JV Partner as discussed in Note 3 under the JV Agreement.

On November 28, 2023, the Company issued 500,000 shares at $0.85 per share ($425,000 total) for consulting services.

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 restricted shares of common stock at prices ranging from $0.71 to $1.25 per share (combined value of $12,604,500). These restricted shares were cancelled and exchanged for the same number of Restricted Stock Units (“RSUs”) with the same terms on December 1, 2022. These issuances represented 11,950,000 shares that are service-based grants ($8,699,500 value) and 5,500,000 shares that are performance-based grants ($3,905,000 value). The performance criteria are based on the average number of gross barrels of oil produced per day (BOPD) ranging from 1,000 to 5,000 BOPD. The service-based grants vest through July 31, 2032. ~~None of~~On ~~the 17,450,000 restricted shares of common stock have been issued by the transfer agent as of~~ November 3015, 2022, ~~and on November 15, 2022,~~ 25,000 of these service-based shares were cancelled as the employee terminated ~~their~~his employment prior to any issuance or vesting of those shares. ~~None of the shares have vested. On December 1, 2022, the remaining 17,425,000 restricted stock grants were cancelled.~~ The ~~Company then entered into new restricted stock unit “~~RSU” ~~agreements~~grants ~~on December 1, 2022 with these individuals, that~~ represented 5,500,000 performance-based RSUs valued at $5,005,000, and 11,925,000 service-based RSUs valued at $10,851,750. The performance-based grants are based on the average number of gross barrels of oil produced per day (BOPD) ranging from 1,000 to 5,000 BOPD; and the service-based grants vest through November 30, 2032.

F-2324

In the three months ended June 30, 2023, the Company granted 6,150,000 RSUs to advisors and management that are service-based grants that expire at various times through March 31, 2033.

In the three months ended September 30, 2023, the Company granted 2,215,000 RSUs to advisors and management that are service-based grants that expire at various times through September 30, 2028.

~~The~~In ~~Company~~the ~~has~~three ~~expensed~~months $6ended December 31,~~137~~ 2023,~~955~~ ~~(including~~the ~~$150~~Company granted 1,000,000 RSUs to ~~non-employee~~advisors ~~directors)~~and inmanagement ~~stock~~that are service-based ~~compensation~~grants that ~~for~~expire ~~the~~at ~~six~~various ~~months~~times ~~ended~~through September 30, ~~2023~~2033. ~~related~~In toaddition, ~~all~~one of the Company’s ~~grants.~~officers ~~The~~and ~~Company~~directors, ~~has~~Alisa ~~unrecognized~~Horgan terminated ~~stock-based~~her ~~compensation~~service ofwith ~~$17,729,686~~the asCompany. ofUpon ~~September 30,~~the ~~2023~~termination ~~that~~and ~~will~~separation beagreement, ~~expensed~~1,600,000 ~~through~~RSUs ~~March~~were ~~31,~~forfeited ~~2033~~by Ms. Horgan.

The Company has expensed $7,922,795 (including $225,000 to non-employee directors) in stock-based compensation for the nine months ended December 31, 2023 related to all of the Company’s grants. The Company has unrecognized stock-based compensation of $14,689,750 as of December 31, 2023 that will be expensed through September 30, 2033 for management and advisors.

SCHEDULE OF RESTRICTED STOCK UNITS

	RSUs			Weighted Average Grant Price			Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at March 31, 2023		17,425,000		$	0.91			5.95	$	1,568,250
Granted		89,365,000			1.19			64.7875		~~272~~28,~~000~~304,900
Vested		(24,~~697~~710,~~500~~000	)		(1.1907	)
Exercised		-			-			-		-
Forfeited or expired		(~~550~~2,150,000	)		(0.91	)		-		-
Outstanding at September 30, 2023		22,542,500		$	1.29			5.14	$	4,279,750
Outstanding at December 31, 2023		19,930,000		$	1.61			10.70	$	78,712,400

Series C Convertible Preferred Stock

On October 25, 2022, the Company filed the Series C Certificate of Designation. The Certificate of Designation provides for the issuance of up to 1,000 shares of Series C.

The Company evaluated ASC 480-10-25-14 and determined that the Series C is a financial instrument that embodies an unconditional obligation that the issuer must or may settle by issuing a variable number of its equity shares and shall be classified as a liability.

The Company evaluated ASC 480-10-55-22 and determined the Series C offering was considered a “share settled debt” and was measured at amortized cost and has been expensed immediately.

Details of the Series C:

Dividends: If declared by the Board of Directors.

Conversion: Upon the earlier to occur of (i) the effectiveness of a registration statement on Form S-1 registering the sale by the Holders of the shares of common stock into which such Series C is convertible and (ii) December 31, 2023 (“Conversion Date”).

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~~principal market as of the 10th Trading Day immediately preceding the Conversion Date as such price may be adjusted from time-to-time pursuant to the terms hereof, including, without limitation, Section 8 of the ~~agreement~~Purchase Agreement. All purchases of Series C through September 30, 2023 automatically converted into common ~~shares~~stock on September 29, 2023, at a conversion price of approximately $0.777 per share.

Negative Covenants: Certain restrictions are imposed if more than 25% of the Series C is outstanding at any given point of time.

F-2425

Fundamental Transaction Clause: Present, without the distribution of cash.

Voting Rights: Reserved on “as converted basis”.”

The Company recognized amortization of the discount on the issuance of the Series C in the amount of $1,145,441 for the ~~six~~nine months ended ~~September~~ 30December 31, 2023. On September 29, 2023, the Series C automatically converted into common stock and the liability was reclassified to stockholder’s equity.

Series D Convertible Preferred Stock

The Series D has a stated value of $5,000 per share and is convertible into a number of shares of common stock determined by dividing the stated value by the conversion price of $1.00, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice. The Series D shares do not carry any voting rights or other special rights or preferences.

The Company entered into an amendment dated September 30, 2023 to the Consulting Agreement dated December 16, 2022, with Centrecourt Asset Management LLC (“Centrecourt”) and Smithline Family Trust I (the “Trust”), pursuant to which the parties agreed as follows: (i) the Consulting Agreement was amended to provide that Centrecourt or its designee(s) are entitled to receive 446,702 shares of common stock and 243.993 shares of a newly designated Series D Convertible Preferred Stock (the “Series D”) convertible into 1,219,965 shares of common stock (subject to adjustment as provided in the Consulting Agreement as amended), rather than 1,666,667 shares of common stock, and (ii) the Trust exchanged 1,219,965 of the shares of common stock it held for the 243.993 shares of Series D issuable under the Consulting Agreement as amended, convertible into an equivalent number of shares of common stock. The 1,219,965 shares of common stock that were previously issued to and subsequently exchanged by the Trust for the corresponding shares of Series D are now being held by the Company as treasury stock. The agreement was executed October 9, 2023, and the Series D was approved by the Board of Directors and filed with the State of Nevada on October 4, 2023.

On October 18, 2023, the Company entered into an agreement with the Trust pursuant to which the Company agreed to issue the Trust an additional 95.67 shares Series D which, subject to a beneficial ownership limitation, is convertible into 478,337 shares of common stock in exchange for the Trust and its affiliates’ waiver of certain rights under the 10% Original Issue Discount Senior Secured Convertible Promissory Notes the Company issued to the Trust on or about December 16, 2022 and August 10, 2023 and the Consulting Agreement. Under the agreement, the number of shares of Series D the Trust is entitled to receive is subject to potential upward adjustment on the same terms as the Consulting Agreement.

On October 19, 2023, following approval of the Board of Directors, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of the Series D with the Nevada Secretary of State to increase the number of authorized shares of Series D from 250 shares to 1,000 shares.

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 ~~September~~December 3031, 2023 and changes during the periods then ended are presented below:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance outstanding at March 31, 2023		60,421	$	5.20		4.77
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Cancelled		-		-		-
Balance outstanding at September 30, 2023		60,421	$	5.20		4.27
Balance outstanding at December 31, 2023		60,421	$	5.20		4.02
Exercisable at September 30, 2023		60,421	$	5.20		4.27
Exercisable at December 31, 2023		60,421	$	5.20		4.02

Warrants

As discussed herein, the Company issued 16,931,148 Warrants in the Series C Offering as of ~~September~~December 3031, 2023. These Warrants have a five-year term and $0.777 exercise price as the reduction from $1.00 was triggered by the Subsequent Equity Sales clause in the Series C Warrant Agreement. ~~There were no warrants issued in the six months ended September 30, 2022.~~

In addition, the Company issued 34,013,122 Warrants in the PIPE 2 Offering as of December 31, 2023. Each warrant will be exercisable at $1.00 per share for a period of five years from the earlier of (i) the effectiveness of a registration statement registering the resale of the common stock and warrants of PIPE 2 and (ii) January 1, 2024.

F-26

The following table reflects Warrant activity:

SCHEDULE OF WARRANTS ACTIVITY

Warrants	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at March 31, 2023		13,247,787	$	0.777		4.59	$	-
Granted		337,~~683~~696,~~361~~483		0.~~777~~978		5.00		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at September 30, 2023		16,931,148	$	0.777		4.21	$	6,146,007
Outstanding at December 31, 2023		50,944,270	$	0.926		4.65	$	167,306,752
Exercisable at September 30, 2023		16,931,148	$	0.777		4.21	$	6,146,007
Exercisable at December 31, 2023		50,944,270	$	0.926		4.65	$	167,306,752

~~F-25~~NOTE 11: LEASES

~~NOTE~~The ~~10:~~Company ~~LEASES~~has adopted ASU No. 2016-02, Leases (Topic 842) and as such accounted for our leases in terms of the right of use assets and offsetting lease liability obligations under this pronouncement. The Company had had only short-term leases through this acquisition. The Company recorded these amounts at present value, in accordance with the standard, using discount rates ranging between 0% and 18.13%. The right of use asset is composed of the sum of all lease payments, at present value, and is amortized straight line over the life of the expected lease term. For the expected term of the lease the Company used the initial terms ranging between 36 and 48 months. Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and the lease will be reviewed for re-measurement.

The Company has adopted ASU No. 2016-02, Leases (Topic 842) and as such accounted for our leases in terms of the right of use assets and offsetting lease liability obligations under this pronouncement. The Company had had only short-term leases up through this acquisition. The Company recorded these amounts at present value, in accordance with the standard, using discount rates ranging between 0% and 18.13%. The right of use asset is composed of the sum of all lease payments, at present value, and is amortized straight line over the life of the expected lease term. For the expected term of the lease the Company used the initial terms ranging between 36 and 48 months. Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and the lease will be reviewed for re-measurement.

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 ~~September~~December 3031, 2023, the value of the unamortized lease right of use asset was $~~184~~149,~~990~~980 ($~~155~~145,~~870~~711 in financing leases and $294,~~120~~179 in operating leases) (through maturity at November 2026). As of ~~September~~December 3031, 2023, the Company’s lease liability was $~~161~~126,~~419~~286 ($~~130~~122,~~184~~107 in financing leases and $314,~~235~~179 in operating leases) (through maturity at November 2026).

Maturity of lease liability for the operating leases for the period ended September 30,
Maturity of lease liability for the operating leases for the period ended December 31,
2024	$	314,~~531~~319
Imputed interest	$	(~~296~~140	)
Total lease liability	$	314,~~235~~179

Disclosed as:
Current portion	$	314,~~235~~179
Non-current portion	$	-

Maturity of lease liability for the financing leases for the period ended September 30,
Maturity of lease liability for the financing leases for the period ended December 31,
2024	$	55,427
2025	$	55,427
2026	$	5546,~~427~~189
2027	$	4,619
Imputed interest	$	(34,936	)
Imputed interest	$	(40,716	)
Total lease liability	$	122,107
Total lease liability	$	130,184

Disclosed as:
Current portion	$	3436,~~607~~199
Non-current portion	$	9585,~~577~~908

Amortization of the right of use asset for the period ended September 30,
Amortization of the right of use asset for the period ended December 31,
2024	$	7248,~~057~~709
2025	$	4951,~~760~~667
2026	$	5749,~~928~~514
2027	$	5,245
Total	$	149,890
Total	$	184,990

F-2627

Total Lease Cost

Individual components of the total lease cost incurred by the Company is as follows:

SCHEDULE OF TOTAL LEASE COST

	Six Months ended September 30, 2023		Six Months ended September 30, 2022
	Nine Months ended December 31, 2023		Nine Months ended December 31, 2022
	(unaudited)		(unaudited)
Operating lease expense	$	7297,~~244~~045	$	72108,~~244~~366
Financing lease expense
Depreciation of capitalized finance lease assets		1929,~~269~~429		-5,173
Interest expense on finance lease liabilities		1218,~~610~~390		-5,425
Total lease cost	$	~~104~~144,~~123~~864	$	72118,~~244~~964

NOTE 1112: 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 ~~September~~December 3031, 2023 and March 31, 2023, the Company is owed $~~619~~414,~~580~~050 and $683,043, respectively from these entities for their portion of the production expenses over the revenues received. These amounts are monitored closely and fluctuate each month. In addition at ~~September~~December 3031, 2023 and March 31, 2023, the Company is owed $~~447~~545,~~898~~591 and $274,598 from another related party. Total related parties accounts receivable at ~~September~~December 3031, 2023 and March 31, 2023 is $1959,~~067,479~~641 and $957,641.

The May Family Foundation controls 85.23% of the outstanding common stock of the Company as of ~~September~~December 3031, 2023. Additionally, Atikin, Investments LLC, an entity which is controlled by Jay Puchir, our Chief Executive Officer, controls 32.63% of the outstanding common stock as of that date. Alisa Horgan, the daughter of Randy May, our new Executive Chairman, became a director and officer of the Company following the Holdings acquisition. Ms. Horgan resigned her positions and as an employee on December 1, 2023. Her husband Richard Horgan was formerly the Company’s ~~former~~ Chief Executive Officer and director, and presently serves as the Company’s Senior Vice President of M&A. Mr. May iswas the Chief Executive Officer and Mr. Puchir was the Chief Financial Officer of Ecoark until they both resigned from their roles with that entity effective January 29, 2024. Each of Messrs. May, Horgan and Puchir disclaim beneficial ownership of the securities held by The May Family Foundation except to the extent of any pecuniary interest therein.

All amounts due to Ecoark were exchanged for the 1,200 shares of Series A and classified as a capital transaction with the adjustment to additional paid in capital as they were from a related party. The historical cost basis as of the date of the merger with White River Holdings that have been reclassified to additional paid in capital was $28,953,510 which were deemed to be permanently contributed by Ecoark effective with the issuance of the 1,200 Series A. The Series A shares are reflected in the Company’s historical financial statements in place of the equity instruments held by Ecoark on a historical cost basis. There was no impact on the consolidated statements of operations.

Ecoark had previously entered into a written Participation Agreement with Ault Energy, LLC (“Ault Energy”), a subsidiary of ~~Ault~~ Ault Alliance, Inc. (“Ault”). After we acquired Ecoark’s oil and gas exploration and drilling business, we orally ~~agreed~~ agreed to provide Ault Energy with similar rights. In furtherance of this understanding, we entered into written Participation Agreements with Ault Energy. As a result of delays in Ault Energy meeting its payment obligations, on April 4, 2023 we entered into an agreement with Ecoark and with Ault (dated March 29, 2023) under which the parties agreed we were owed $3.25 million for the participation rights, and Ecoark agreed to pay us up to $3.25 million in exchange for Ault Energy agreeing to the redemption of shares of its preferred stock of Ecoark. As of ~~November~~March 818, ~~2023~~2024, the balance due the Company from Ecoark was $1,~~380~~280,627 ~~from~~ under this agreement. The sums received were credited to the project on the Company’s mineral lease located in Concordia Parish, Louisiana. In addition, Ault Energy has a payable to the Company of $~~638~~695,~~870~~ 646 relating to other drilling obligations. The Company has fully reserved both the $1,~~380~~280,627 and the $~~638~~695,~~870 due~~646 due from Ault Energy as of ~~September~~December 3031, 2023.

Based upon Ecoark’s public filings with the SEC, Ecoark has nolimited cash resources and we are uncertain if it will make any further payments although Ault’s Executive Chairman has in the past assured us Ecoark will pay us. ~~While~~We ~~we understand from public filings that Ault has recently raised capital, given their liquidity issues, we~~ cannot predict with certainty if and when we will receive the remaining balance due or any portion thereof from Ault for these participation rights.

Due to Ault Energy’s failure to make timely payments of the full amounts, the Company has concluded that Ault Energy’s participation rights are no longer enforceable except for amounts previously paid and for which all other obligations of Ault Energy have been satisfied. The Company is under no obligation to offer Ault Energy participation rights in the future, although it may do so voluntarily. We are seeking a replacement source of capital for one or more investors to acquire Ault Energy’s interests in the affected wells. As another option, if we are unable to collect payment, we may seek to exercise creditors’ remedies for the unpaid amounts.

The April 4th agreement was approved by the independent directors of the Company and Ecoark with Mr. May and his daughter abstaining as ~~White~~directors ~~River~~of ~~Energy~~the ~~Corp directors~~Company, and Mr. May also abstained as an Ecoark ~~Holdings~~ director.

F-2728

On April 30, 2023, the Company purchased supplies to be used in the current drilling projects for $183,000 from Sky3D, LLC, an entity controlled by Randy May, our Chief Executive Officer. In lieu of payment to this entity, the Company issued a credit against an account receivable from the entity.

The Company from time to time will borrow amounts from related parties, principally Mr. May and to a lesser extent, its Chief Financial Officer. During the ~~six~~nine months ended ~~September~~December 3031, 2023 the Company borrowed $45,~~608~~723,~~826~~926 from related parties in non-interest bearing advances, ~~of which~~ $~~149~~7,~~539~~720,489 was repaid, and incurred $~~810~~1,~~955~~757,183 in accrued salaries and expenses (including the purchased supplies referenced in the following paragraph) that the related parties paid on behalf of the Company that are due to these related parties. These are considered short-term advances. As of ~~September~~December 3031, 2023, the Company owed $6942,~~452,492~~870 to the related parties.

On July 27, 2023, the Company purchased supplies to be used in the current drilling projects for $389,174 from Sky3D, LLC~~, an entity controlled by Randy May, our Chief Executive Officer~~. The related party agreed to payment for these items to be in the form of a credit to the related party payable the Company has with the related party.

Commencing August 2023, the Company commenced drilling a well that we operate only for Sky3D, LLC pursuant to the Operating Agreement dated August 1, 2023 between the Company and Sky3D, LLC. ~~Sky~~This ~~3D,~~was ~~LLC~~a ~~funded~~lease ~~$650~~saving operation,~~000~~ ~~towards~~and ~~this~~the ~~well~~Board ~~through~~of ~~September~~Directors ~~30,~~of ~~2023.~~the ~~The~~ Company ~~recorded~~approved ~~this~~a ~~as deferred~~credit ~~drilling~~to ~~costs~~the ~~and~~joint ~~has~~interest ~~recorded~~billing ~~the~~receivable ~~drilling~~established ~~costs~~for ~~against~~amounts previously recognized as proceeds received for the ~~deferred~~drilling ~~amount~~of this particular well. AsAll ofdrilling ~~September~~costs ~~30,~~are ~~2023,~~included in the ~~Company~~joint ~~has~~interest ~~$33,420~~billing inreceivable ~~deferred drilling~~for ~~costs~~Sky 3D, LLC.

~~NOTE~~On 12October 1, 2023, Sky 3D, LLC, a related party, purchased two oil field assets from the Company for $100,000. See Note 14: ~~FAIR~~Commitments under ~~VALUE~~“Legal ~~MEASUREMENTS~~Matters”.

NOTE 13: FAIR VALUE MEASUREMENTS

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the ~~six~~nine months ended ~~September~~December 3031, 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
September 30, 2023
December 31, 2023
Derivative liabilities	$	-	$	-	$	~~19,914,493~~-
March 31, 2023
Derivative liabilities	$	-	$	-	$	10,483,371

The table in Note 89 shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the ~~six~~nine months ended ~~September~~December 3031, 2023.

NOTE 1314: COMMITMENTS

Participation Agreements

The Company had entered into a number of Participation Agreements with third parties. We refer you to the Annual Report on Form 10-K for the year ended March 31, 2023 filed with the SEC on June 29, 2023 for all Participation Agreements entered into as of March 31, 2023. The Company has not executed any Participation Agreements during the ~~six~~nine months ended ~~September~~December 3031, 2023.

F-2829

White River Fund

The WR Fund ~~which~~financial isstatements are consolidated bywith the Company’s asConsolidated ~~the~~Financial ~~Company’s~~Statements since a subsidiary of the Company is the general partner ~~and managing partner~~ of the WR Fund as discussed in Note 1 under “Principles of Consolidation.” The WR Fund is a closed-end private fund where general partners and limited partners invest into WR Fund and the WR Fund then purchases direct working interests in various oil and gas drilling projects of the Company. Subject to available cash, the Company will offer to purchase all outstanding WR Fund partnership interests (other than its subsidiary). The Company has formally committed to purchasing these partnership interests at a PV20 valuation by an independent firm. The PV20 valuation would be the present value of the remaining net cash flows from the WR Fund’s pro rata share of each oil well it has invested in during the term, discounted by 20%. The managing partner of the WR Fund, which is a wholly-owned subsidiary of the Company, shall receive a ~~ten percent (~~10%) carried interest, payable starting after all investor partners have received a return of capital. In addition to the offer to purchase, each partner will have the option to remain a partner or exchange the partnership unit for a new partnership in a new fund the Company is offering (if applicable). The Company plans to make the offer within 90 days of 42 months after the termination of the offering, but no later than June 30, 2027.

The WR Fund invested in two drilling projects in the Company during the year ended March 31, 2023. The first drilling project, the Peabody AMI 12 No 18, hit oil in January 2023 and the second oil project, the Denmiss No 1 well was spudded in August 2023. The Company is still evaluating the economic viability of the Peabody AMI 12 No. 18 well.

On July 13, 2023, White River Private Capital Management (the “Manager”) and the WR Fund, ~~consolidated subsidiaries of the Company,~~ entered into a Managing Broker-Dealer Agreement (the “Agreement”) with Emerson Equity LLC (the “Broker”), pursuant to which the Broker agreed to serve as the managing broker-dealer to assist in selling partnership units of the WR Fund in a private placement offering for gross proceeds of up to $50,000,000 on a “best efforts” basis. ~~Under~~The ~~the Agreement, the~~ Broker ~~may enlist~~raised ~~other broker-dealers which are members of the Financial Industry Regulatory Authority to assist in the selling efforts as part of the selling group for the offering. As compensation for its services~~$1, ~~the Broker will be entitled to receive the following compensation: (i) a selling commission of up to 6% of the gross proceeds from units sold by the Broker in the offering (“Total Sales”)~~735, ~~which~~000 ~~may~~as ~~be allocated to other selling group members, (ii) a placement fee equal to 1.5%~~ of ~~Total~~January ~~Sales~~31, ~~and~~2024 ~~(iii) a wholesaler fee equal to up to 1.25% of the Total Sales, which may be allocated to other wholesalers~~ in ~~the~~exchange ~~offering~~for ~~(including potentially to affiliates~~customary ofcommissions ~~the Broker),~~ and ~~(iv) a marketing diligence allowance equal to up to 1% of the Total Sales, which may be allocated to other selling group members~~fees. ~~Under the Agreement, the WR Fund reserves the right to accept or reject any investments in the offering, and to terminate the offering, in its discretion.~~

Employment Agreements and RSUs

The Company’s Board of Directors approved Executive Employment Agreements pursuant to which our executive officers are entitled to the following compensation and other rights:

Randy May, our Chief Executive Officer, is receiving an annual base salary of $~~400,000, which has increased to $~~420,000 ~~for the cost of living adjustment~~ and ~~was~~has ~~granted~~ 5,000,000 ~~shares of restricted common stock (since cancelled on December 1, 2022 and replaced with 5,000,000~~ RSUs with half of the RSUs vesting annually over a five-year period beginning December 1, 2022 and the remainder vesting based on performance metrics set forth in the Agreement. Under his Agreement, Mr. May was also granted the following rights related to the Company’s oil and gas operations:

(A) an overriding royalty interest or carried working interest to be held in perpetuity from either the Company or its subsidiaries equal to 5% in any and all successfully drilled and completed oil and/or gas wells (an “ORRI”) during the term of his employment.

(B) a 15% participation right in the funding and ownership interest in any drilling or participation by the Company or any subsidiary in the drilling by the Company or a third party of an oil and gas well other than the WR Fund (a “Participation Right”).

F-2930

Jay Puchir, our Chief Financial Officer, is receiving an annual base salary of $~~350,000, which has increased to $~~367,500 ~~for the cost of living adjustment~~ and ~~was~~has ~~granted~~ 5,000,000 ~~shares~~RSUs ~~of restricted common stock (since cancelled on December 1, 2022 and was granted 5,000,000 RSU)~~ with half of the RSUs vesting annually over a five-year period beginning December 1, 2022 and the remainder vesting based on performance metrics set forth in the agreement. Under his Agreement, Mr. Puchir was also granted the following rights related to the Company’s oil and gas operations:

(A) a 5% overriding royalty interest or carried working interest during the term of his employment.

(B) a 10% Participation Right otherwise identical to Mr. May’s.

Alisa Horgan, our former Chief Administrative Officer and a former member of our Board of Directors and Mr. May’s daughter, ~~is receiving~~ received an annual base salary of $180,000, which ~~has~~had increased to $189,000 for the cost of living adjustment and was granted 2,000,000 shares of restricted common stock (since cancelled on December 1, 2022 and was granted 2,000,000 RSUs) with the RSUs vesting annually over a 10-year period. Upon Ms. Horgan’s resignation, 1,600,000 RSUs were forfeited by Ms. Horgan, and she was issued 400,000 shares of common stock.

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, which has increased to $~~210,000 ~~for the cost of living adjustment and was granted 2~~,~~000,000~~ ~~shares of restricted common stock (since cancelled on December 1, 2022~~ and ~~was~~has ~~granted~~ 2,000,000 RSUs) ~~with the RSUs~~ vesting annually over a 10-year period beginning December 1, 2022.

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 lump-sum payment and full vesting of all outstanding equity grants made to the officer.

In the event an officer’s employment is terminated at the end of the term upon the notice of non-renewal and the officer remains employed until the end of the term, the officer will be entitled to receive six months’ base salary and continued benefits for six months.

In addition, the Company agreed to the following compensation for each non-employee director:

(A) an annual grant of $100,000 in RSUs which will vest on the final business day of each quarter equal to one-fourth of the total stipend, or $25,000 per quarter, with the number of shares to be determined based on the volume weighted average price of the Company’s common stock as of each quarterly vesting (the “RSU Grant”).

(B) an annual cash fee of $50,000 which will vest on the final business day of each quarter equal to one-fourth of the total fee, or $12,500 per quarter (the “Cash Fees”).

F-3031

The director compensation set forth above is subject to upward adjustment upon the successful uplisting of the Company to a national securities exchange, whereupon the RSU Grant will be increased to $200,000 per year and the Cash Fees will be increased to $100,000 per year.

In addition, the Company entered into indemnification agreements with each of its officers and directors.

The Company entered into five-year Employment Agreements effective May 2023 with Colin Cosgrove and Zackery Holley. Zackery Holley’s Employment Agreement was terminated effective January 2, 2024. See Note 18.

Mr. Cosgrove, as Chief Executive Officer of the WR Fund Manager, receives a monthly base salary of $85,000 which for the first two years operates as a draw against commissions. This means that if commissions for a given month are less than the draw, Mr. Cosgrove receives no commissions; if the commissions are higher than the draw in a given month, Mr. Cosgrove will receive the difference within five business days. After the first two years he will receive both his monthly base salary and monthly commissions, regardless of whether the commissions are more or less than the salary. The commissions will be 10% of capital raised by the WR Fund ~~and will be paid by the Company’s broker-dealer subsidiary if it receives FINRA approval~~. Mr. Cosgrove has the power to allocate the 10% between himself, ~~Mr. Holley~~ and any other persons associated with the broker-dealer. ~~Because it is possible FINRA will not approve the broker-dealer acquisition, and the commissions by a registered broker-dealer, there is a risk that Mr. Cosgrove may not be paid the commissions.~~

Mr. Holley, as Executive Vice President of the WR Fund Manager, ~~receives~~received a monthly base salary of $65,000 ~~which~~until ~~for~~January ~~the first two years operates as a draw against commissions. This means that if commissions for a given month are less than the draw~~2, ~~Mr.~~2024 ~~Holley~~when ~~receives no commissions; if the commissions are higher than the draw in a given month, Mr. Holley will receive the difference within five business days. After the first two years he will receive both~~ his ~~monthly base salary and monthly commissions, regardless of whether the commissions are more~~ oremployment ~~less than the salary~~terminated. ~~The commissions will be 10% of capital raised by the WR Fund (or any entities they raise money for) and will be paid by the Company’s broker-dealer subsidiary if it receives FINRA approval.~~ Mr. Holley ~~has~~received ~~the power to allocate the 10% between himself~~850,000 ~~Mr.~~shares ~~Holley~~of ~~and~~common ~~any~~stock ~~other~~which ~~persons~~underlined ~~associated~~vested ~~with~~RSUs ~~the~~granted ~~broker-dealer.~~under ~~Because~~his itEmployment ~~is possible FINRA will not approve the broker-dealer acquisition, and the commissions by a registered broker-dealer, there is a risk that Mr~~Agreement. ~~Holley may not be paid the commissions.~~

~~Each of Messrs~~Mr. Cosgrove ~~and~~is ~~Holley are~~ eligible for quarterly bonuses as determined by Mr. Puchir with the approval of Mr. May. ~~Each of Messrs~~Mr. Cosgrove ~~and Holley~~ received a grant of 2,500,000 RSUs with 850,000 vested, 200,000 vesting each May beginning in 2024 for four years and the balance of 850,000 RSUs vesting on May 2028, subject in all cases to continued employment on each applicable vesting date. ~~Messrs~~Mr. Cosgrove ~~and Holly~~has ~~each have~~ 10% participation rights in future wells drilled by the Company except for the WR Fund, which rights apply to future investment partnerships the Company sponsors.

See Note 910 for applicable ASC 718 disclosures related to these grants.

Legal Matters

The Company is a party to two separate actions in the United States District Court, Western District of Louisiana (Alexandria Division) filed on December 30, 2021. In each complaint the plaintiffs namely, in one case Steve H. Crooks and Era Lea Crooks (Case No. 1:21-CV-04457) (“Louisiana Case 1”) and in the other case Ricky Shirley and Dana Shirley (Case No. 1:21-CV-04458) (“Louisiana Case 2”), as plaintiffs who own property in Louisiana filed complaint against multiple defendants, who are involved in oil and gas drilling and production, including White River Operating, LLC (the “Operator”). The other defendants in Louisiana Case 1 are Sanchez Oil & Gas Corporation and Day Town Operating LLC. The other defendants in Louisiana Case 2 are Sanchez Oil & Gas Corporation, Day Town Operating LLC, Pryme Energy, LLC, Belle Exploration, Inc. and Kepco Operating, Inc. The complaints allege that the Operator and the other defendants acted in bad faith in removing minerals from the plaintiffs’ property, and the plaintiffs seek to recover all proceeds from the Operator on the sale of production without deducting any costs. The two cases combined total $299,032 in estimated production. These cases are still in the early stages and management has concluded that there is a remote possibility of the plaintiff securing a favorable outcome and has not accrued for these amounts. The Operator maintains that their costs on the leases in question exceed the proceeds received from the sale of production. On September 18, 2023, Catahoula Lake Investments, et. al (a handful of landowners who own property adjacent to the land owned by the named plaintiffs) moved for leave to file an intervention in the Crooks case, and a cross claim against the plaintiffs. The intervention seeks two things. First, it seeks a declaration/order fixing the initial, riparian boundary of the Little River as it existed in 1812 and all common boundaries attached thereby, and to quiet title. Second, it asserts many of the same claims originally asserted by the plaintiffs. If leave is granted, there will be two competing groups who claim entitlement to the proceeds of production during the Company’s operations.

F-31

The Company is the operator of leases that relate to a lawsuit filed in the 7^th Judicial District Court, Concordia Parish, Louisiana filed by Ravenwood Lands of Louisiana, L.L.C. et. al. v. Chevron U.S. Inc., et. al (Docket No. 54134; Div. “A,” 7th JDC; Parish of Concordia; State of Louisiana). The Company received a verbal demand to plug wells that have no future utility in Concordia Parish to avoid being named in a lawsuit. In August 2022, the plaintiff filed the lawsuit alleging an environmental tort for contamination of groundwater and soil on plaintiffs’ lands, which lawsuit did not name the Company as a defendant although the Company had performed certain work, including the plugging and abandonment of a well, removal of certain equipment and upgrades at one of its tank battery facilities on the property. Moreover, the Company executed a tolling agreement that suspended the statute of limitations, which has been amended twice and currently expires April 15, 2024.

~~NOTE~~On ~~14:~~October ~~CONCENTRATIONS~~1, 2023, Sky 3D, LLC, a company controlled by the Company’s Chief Executive Officer, Randy May, purchased two oil field assets from the Company for $100,000. The Lake St John (Rhodes wells) asset is associated with the lawsuit involving the Company, the Ravenwood Lands of Louisiana, L.L.C., et. al. v. Chevron U.S. Inc., et. al. litigation.

Customer Concentration. Four and four customers accounted for more than 10% of the accounts receivable balance at September 30, 2023 and March 31, 2023 for a total of 92% and 97% of accounts receivable, of which two of the customers in each of the periods have been reserved in the allowance for doubtful accounts, respectively. In addition, one and two customers represent approximately 97% and 95% of total revenues for the Company for the six months ended September 30, 2023 and 2022, respectively.F-32

NOTE 15: CONCENTRATIONS

Customer Concentration. Four and four customers accounted for more than 10% of the accounts receivable balance at December 31, 2023 and March 31, 2023 for a total of 88% and 97% of accounts receivable, of which two of the customers in each of the periods have been fully reserved in the allowance for doubtful accounts, respectively. In addition, one and two customers represent approximately 96% and 95% of total revenues for the Company for the nine months ended December 31, 2023 and 2022, respectively.

Supplier Concentration. Certain of the raw materials, components and equipment used by the Company in the manufacture of its products are available from single-sourced vendors. Shortages could occur in these essential materials and components due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components or equipment at acceptable prices, it would be required to reduce its manufacturing operations, which could have a material adverse effect on its results of operations. In addition, the Company may make prepayments to certain suppliers or enter into minimum volume commitment agreements. Should these suppliers be unable to deliver on their obligations or experience financial difficulty, the Company may not be able to recover these prepayments.

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.

NOTE 1516: 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 at March 31, 2022 for the pre-combination reporting entity is not reflected on the condensed consolidated balance sheet.

The Company reclassified the following operations to discontinued operations for the ~~six~~nine months ended ~~September~~December 3031, 2022.

SCHEDULE OF DISCONTINUED OPERATIONS

	2023		2022
Revenue	$	-	$	212
Operating expenses		-		86,060
Other (income) loss		-		-
Net loss from discontinued operations	$	-	$	(85,848	)

NOTE 1617: REDEEMABLE NON-CONTROLLING INTERESTS

The ownership interests ~~held~~of bythe ~~our~~WR ~~subsidiary,~~Fund ainvestors ~~limited partnership, controlled by the~~ Company are classified as non-controlling interests. These non-controlling interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties’ ownership interests. These interests are classified and reported as redeemable non-controlling interests and are reflected as temporary equity on the consolidated balance sheet as of September 30, 2023, and have been adjusted to their approximate redemption values, after the attribution of net income or loss, pursuant to Paragraph 16C of ASC 480-10-S99-3A.

The WR Fund is governed by the Limited Partnership Agreement, which was entered into in October 31, 2022 and was amended and restated on August 17, 2023 pursuant to an Amended and Restated Limited Partnership Agreement dated August 15, 2023. Under the Amended and Restated Limited Agreement, the Company has agreed, subject to its cash availability, to offer to redeem the partnership interest of all investor partners in the WR Fund within 90 days of the earlier of (i) 42 months after termination of the offering, or (ii) June 30, 2027 by purchasing their respective partnership units at a determined value using the “PV20” valuation methodology generated by an independent valuation firm, subject to the cash availability of the Company. The Company ~~has~~had extended the term of the WR Fund’s offering to December 31, 2023. The WR Fund offering closed on December 31, 2023. The partners will have the option to (i) accept the redemption payment, (ii) remain as a partner or (iii) elect to become partners in a subsequent fund formed by us having similar economic terms to the WR Fund by rolling their net redemption amount into such subsequent fund and receiving partnership interests therein in satisfaction of their ownership of the WR Fund.

The reclassification was made at the carrying amount pursuant to Paragraph 12C of ASC 480-10-S99-3A, and subsequently adjusted to the PV20 valuation when the wells are brought online and this valuation can be measured pursuant to Paragraph 15 of ASC 480-10-S99-3A. The Company has presented in temporary equity the initial amount of $3,250,000 pursuant to Paragraph 16e of ASC 480-10-S99-3A. The Company received additional investments in the nine months ended December 31, 2023 totaling $1,685,000, and recognized $78,750 in expenses that were added to the non-controlling interest, which have brought the total of the non-controlling interests to $5,013,750. There have been no ~~subsequent~~ further adjustments of this amount since the initial recognition.

NOTE 1718: SUBSEQUENT EVENTS

The following events occurred from ~~October~~January 1, ~~2023~~ 2024 through the date of filing:

AsZack ofHolley ~~October~~resigned 1,effective ~~2023~~January 2, ~~the~~2024. ~~Company~~Mr. ~~sold~~Holley ~~their~~was ~~entire~~issued ~~working interest in~~ the ~~Deshotel 24H #1 well to a third party. The Company is~~850,000 ~~keeping~~shares ~~the~~of ~~mineral~~common ~~lease~~stock ~~and~~underlying 3DRSUs ~~seismic~~he ~~for~~originally ~~future~~received ~~drilling projects~~ and ~~only~~effectively ~~selling~~agreed ~~the~~to ~~well~~forfeit ~~bore. The working interest being sold includes~~ the ~~50%~~remainder ~~owned~~of ~~by the Company as well as the working interest owned by outside affiliates. The purchase price was $2~~1,~~000~~650,000. ~~The~~shares ~~Company~~of ~~received~~common ~~the~~stock ~~proceeds~~underlying ~~on October 3, 2023~~RSUs. ~~Of the $2,000,000 received, the Company paid the other working interest owners $1,000,000.~~

OnIn ~~October~~January 12024, ~~2023,~~we ~~Sky~~raised ~~3D,~~an ~~LLC,~~additional ~~a company controlled by the Company’s Chief Executive Officer, Randy May, purchased two oil field assets from the Company for~~ $~~100~~225,000. ~~The~~from ~~Lake~~the Stsale ~~John~~of ~~(Rhodes~~units ~~wells)~~in ~~asset~~the issecond ~~associated~~PIPE ~~with~~offering anwhich ~~ongoing~~terminated ~~legacy~~on ~~lawsuit~~January ~~involving the Company~~31, ~~the~~2024 ~~Ravenwood~~for ~~Lands~~which ~~of Louisiana~~289,579 ~~L.L.C.,~~shares ~~et.~~of ~~al.~~common v.stock ~~Chevron~~and ~~U.S. Inc.~~579,158 ~~et.~~warrants ~~al.~~were ~~litigation,~~issued ~~which is more fully described~~ in ~~Note~~January ~~13: Commitments under “Legal Matters”~~2024. ~~The transaction was reviewed and received approval from the Company’s Audit Committee on November 1, 2023.~~

OnBetween ~~October 2, 2023 the Company terminated the Membership Interest Purchase Agreement dated~~ January 231, ~~2023~~2024 ~~with~~and ~~Commenda~~March ~~Securities~~13, ~~LLC~~2024, awe ~~registered~~raised ~~broker-dealer (“Commenda”), which agreement contemplated the Company’s acquisition of Commenda. As a result of the termination, the Company is now seeking~~ an ~~alternative~~additional registered broker-dealer to acquire to meet certain regulatory requirements in connection with its efforts to raise capital through private limited partnership funds through White River Private Capital Management LLC$17, ~~a subsidiary of the Company~~675,000 tofrom ~~assist~~ the ~~Company~~sale inof ~~continuing~~tax ~~its oil and gas exploration and drilling activities~~credits.

On ~~October~~February 416, ~~2023~~2024, the ~~Board of~~Company ~~Directors~~entered into a letter of intent with the ~~Company~~JV ~~approved~~Partner, ~~and~~as ~~the~~described ~~Company~~under ~~filed~~Note ~~with~~3, and ~~the~~a ~~Nevada~~third ~~Secretary~~party ofintermediary ~~State,~~setting forth the ~~Certificate~~terms of ~~Designation authorizing~~ the ~~issuance~~Company’s ofcontemplated uppurchase toof ~~250~~$13 ~~shares~~billion of ~~Series~~Credits Din ~~Convertible~~exchange for ~~Preferred~~$3 ~~Stock~~million ~~(the~~cash, ~~“Series~~10 ~~D”)~~million ~~and~~shares ~~setting~~of ~~forth~~ the ~~rights~~Company’s restricted common stock, ~~preferences and~~which ~~limitations~~will vest upon the receipt of ~~such~~a ~~Series~~valid D.registration number ~~The~~for ~~Series~~the DCredits ~~has~~from athe ~~stated~~U.S. ~~value~~Treasury. ofOn $5February 16,~~000~~ ~~per~~2024, ~~share~~the ~~and~~Company ispaid ~~convertible~~a ~~into~~$1.25 amillion ~~number~~deposit oftowards ~~shares~~the ofcash ~~common~~portion ~~stock~~of ~~determined~~the bypurchase ~~dividing~~price to the ~~stated~~intermediary, ~~value~~which byis in the ~~conversion~~process ~~price~~ of ~~$1.00,~~working ~~subject~~ to aprovide ~~4.99%~~the ~~beneficial~~Company ~~ownership~~with ~~limitation~~a ~~which may~~certificate befor ~~increased~~the toCredits as ~~9.99%~~well ~~upon~~as 61a ~~days’~~registration ~~notice~~number. The ~~Series~~transactions Dcontemplated doby ~~not~~the ~~carry~~letter ~~any~~of ~~voting~~intent ~~rights~~are orsubject ~~other~~to ~~special~~negotiation ~~rights~~and orexecution ~~preferences~~of a definitive purchase agreement with respect to the Credits.

OnIn ~~October~~February 132024, 2023, the Company initiated an offering for a $20,000,000 PIPE offering on a best efforts, no minimum basis, to offer up to 25,740,026 units consisting of 1 share of common stock with 200% warrant coverage260.82 ~~The~~shares ~~Company intends to use the proceeds~~ of ~~this~~Series ~~offering~~A ~~primarily~~Preferred ~~for~~Stock ~~growth~~were ~~capital,~~converted ~~working~~into ~~capital~~9, ~~repayment of indebtedness~~183,863 ~~the~~common ~~purchase of oil and gas mineral leases, and drilling oil of wells~~shares. The Company also plans to use this offering to meet or exceed the stockholder’s equity requirements needed to uplist to a national securities exchange. On October 24, 2023, Emerson Equity LLC, signed an agreement with the Company, effective October 13, 2023 to serve as the managing broker dealer for this offering. On November 7, 2023, the Company received $95,000 in proceeds from three investors under this PIPE.

OnIn ~~October~~February 182024, ~~2023,~~ the ~~Company~~ ~~entered into an agreement with the Trust pursuant to which the~~ Company ~~agreed~~issued ~~to issue the Trust an additional 95.67 shares Series D which~~350,000 ~~subject to a beneficial ownership limitation, is convertible into 478,337~~ shares of common stock ~~in exchange~~ for ~~the~~vested ~~Trust~~RSUs ~~and its~~in ~~affiliates’~~settlement ~~waiver~~agreements of with certain ~~rights~~terminated ~~under the 10% Original Issue Discount Senior Secured Convertible Promissory Notes the Company issued to the Trust on or about December 16, 2022 and August 10, 2023 and the Consulting Agreement~~employees. ~~Under the agreement, the number of shares of Series D the Trust is entitled to receive is subject to potential upward adjustment on the same terms as the Consulting Agreement.~~

OnIn March ~~October 19~~2024, ~~2023,~~the ~~following approval~~Company of(i) amended the ~~Board~~compensation ofand ~~Directors,~~other terms with respect to the Company’s ~~filed~~independent adirectors, ~~Certificate~~(ii) entered ofinto ~~Amendment~~new toamended Employment Agreements with the ~~Certificate~~Chief ofExecutive ~~Designation~~Officer ofand ~~Preferences~~Chief Financial Officer, ~~Rights~~(iii) designated 50,000 ~~and~~shares ~~Limitations~~of a new series of ~~the~~preferred stock as “Series DE ~~with~~Convertible ~~the~~Preferred ~~Nevada~~Stock,” ~~Secretary~~(iv) ofsold ~~State~~additional Credits, (v) entered into an agreement in principle to ~~increase~~purchase ~~the~~$50 billion of additional Credits, and (vi) received a registration number for certain of the ~~authorized~~Credits. ~~shares~~Each of ~~Series~~these Dmatters ~~from~~is ~~250~~described ~~shares to~~under ~~1,000~~“Part ~~shares~~II – Item 5 – Other Information” in this Report.

From October 1, 2023 through November 4, 2023, the Company borrowed a net $45,000 from Randy May, its Chief Executive Officer, $30,583 from Jay Puchir, its Chief Financial Officer, and $10,000 from Richard Horgan, Senior Vice President of M&A.F-33

On October 31, 2023, the Company received $50,000 in cash proceeds from an outside investment into the WR Fund.

F-32

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward Looking Statements

This ~~Quarterly~~ Report ~~on Form 10-Q (this “Report”)~~ contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding ~~the~~ ~~planned~~our ~~distribution~~joint byventure ~~BitNile~~and ~~Metaverse,~~our ~~Inc.,~~ability ~~formerly~~to ~~known~~monetize asthe ~~Ecoark~~federal income ~~Holdings,~~tax ~~Inc.~~credits ~~(“Ecoark”)~~received ofthereunder, our ~~common~~prospective ~~stock issuable~~purchase ~~upon conversion~~ of ~~the~~additional ~~preferred~~tax ~~stock~~credits itand ~~holds,~~other ~~plans~~potential ~~and~~developments ~~expectations~~ with respect to ~~trends~~the ~~and~~tax ~~developments~~credits ~~in our oil drilling~~ and ~~related~~joint ~~activities~~venture, ~~future~~ plans ~~for~~ and ~~anticipated~~expectations ~~transactions and relationships~~ with respect to ~~our~~trends ~~oil~~ and ~~gas~~developments ~~portfolio~~in ~~and operations,~~ our ~~expectations~~oil ~~with~~drilling ~~respect to the WR Fund, as defined below, our working capital needs~~ and related ~~liquidity issues~~activities, ~~expectations with respect to Ault Energy~~ and the ~~resale of working interests, potential financings through the sale of our common stock or other securities, the subsequent use and~~ sufficiency of ~~the proceeds from any capital raising methods we may undertake to fund~~ our ~~operations,~~working ~~and our planned acquisition of a broker-dealer to assist us in our fund raising efforts~~capital. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include oil and gas price volatility and the continuation of high oil prices, the impact of the ~~Securities and Exchange Commission~~SEC’s ~~(“SEC”)~~ ~~proposed~~recently adopted climate change rules on us including enhanced regulatory compliance costs, challenges we will face in connection with our joint venture including potential issues with the tax credits we are monetizing and high costs and resources necessary to pursue carbon-neutral and carbon-zero status particularly given our operations in the oil and gas industry, geopolitical conflicts including those in Israel and Ukraine, inflation and Federal Reserve interest rate increases in response thereto on the economy and the capital markets including a possible recession which could result, the future prices of, and demand for, oil and gas, our ability to efficiently develop our current oil reserves and economically find or acquire additional recoverable reserves, and general risks related to drilling operations, together with those risk factors contained in our ~~Form 10-K for the year ended March 31, 2023, and~~ final Prospectus dated September 29, 2023 as filed with the SEC, as may be amended or supplemented from time-to-time (File No. 333- 268707). We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Company Overview

White River Energy Corp (“White River” or the “Company”) operates in the oil and gas industry, with a focus on exploration, production and drilling operations on approximately 34,000 cumulative acres of active mineral leases in Louisiana and Mississippi through White River Holdings Corp. (“White River Holdings”). Prior to the White River Holdings acquisition, the Company was formerly in the early stages of operations in the online sporting goods space, and was planning to operate as a retail distributor of cannabis products in California. In September 2022, the Company sold each of these entities to focus exclusively on its core business in the energy sector through its oil and gas operations.

~~White~~On ~~River~~November ~~also~~22, ~~manages~~2023, ~~White~~the ~~River~~Company ~~Energy~~entered ~~Partners~~into Ia LPjoint venture agreement (the “WRJV ~~Fund~~Agreement”), ~~which~~or isthe ~~consolidated~~“JVA”) ~~for~~with ~~accounting~~a ~~purposes~~third byparty ~~the~~joint ~~Company~~venture aspartner ~~White~~(the ~~River~~“JV ~~Energy~~Partner”), ~~Partners~~pursuant ~~Management~~to Iwhich ~~LLC,~~ the Company’s ~~subsidiary (the~~has ~~“Manager”),~~received isa ~~the~~total ~~only~~of ~~managing~~$5,500,000,000 ~~general~~of ~~partner~~United States offederal ~~the~~income WRtax ~~Fund~~credits ~~and~~issued ~~has~~to ~~the~~a ~~power~~Native American tribe (referred to ~~deploy~~in ~~the~~this ~~investments~~Report ~~from~~as ~~the~~“Credits” or WR“tax ~~Fund~~credits”) ~~into~~in ~~the~~exchange ~~Company~~ for ~~the~~certain ~~various~~consideration ~~drilling~~including ~~projects~~profit ~~they~~participation ~~undertake.~~and A10,000,000 ~~subsidiary~~shares of the Company’s isrestricted ~~the~~common ~~managing~~stock, ~~partner~~subject ofto the WR ~~Fund~~vesting and performance conditions set forth therein. The Company’s ~~subsidiary,~~agreed ~~the~~to certain ~~managing~~covenants, ~~general~~undertakings ~~partner~~and ~~contributed~~arrangements ~~$100~~under asthe aJoint ~~capital~~Venture ~~contribution~~Agreement, ~~and~~including with respect to the ~~remaining~~use ~~ownership~~of proceeds ~~held~~from bymonetization of the ~~limited~~Credits ~~partners~~and ~~are~~undertakings ~~reflected~~to asachieve ~~non~~carbon-~~controlling~~neutral ~~interest.~~and ~~The~~carbon-zero WRstatus. ~~Fund~~See ~~was~~Note ~~formed~~3 to ~~provide~~ the ~~Company~~financial statements ~~with~~contained ain ~~non-dilutive source~~this ofReport ~~capital~~and tobelow ~~fund~~under ~~its~~“Liquidity ~~oil~~ and ~~gas~~Capital ~~drilling ventures~~Resources.”

On November 27, 2023, the Company formed White River Native CDFI LLC, a Texas limited liability company (“JV Entity”). Under the terms of the Operating Agreement, the Company has full operational control of the JV Entity and owns 100% of the membership interests. The JV Partner is entitled to receive 51% economic benefit in the event of the sale of the JV Entity (with the Company receiving the remaining 49% of such economic benefit), and the JV Partner is entitled to receive 20% net income of the JV Entity prior to any such sale, with the Company receiving the remaining 80% of net income. The JV Entity is consolidated in our financial statements.

On February 16, 2024, the Company entered into a letter of intent with the JV Partner, as described under Note 3, and a third party intermediary setting forth the terms of the Company’s contemplated purchase of $13 billion of Credits in exchange for $3 million cash, 10 million shares of the Company’s restricted common stock, which will vest upon the receipt of a valid registration number for the Credits from the U.S. Treasury. On February 16, 2024, the Company paid a $1.25 million deposit towards the cash portion of the purchase price to the intermediary, which is in the process of working to provide the Company with a certificate for the Credits as well as a registration number. The transactions contemplated by the letter of intent are subject to negotiation and execution of a definitive purchase agreement with respect to the Credits.

The Company has agreed in principle to purchase an additional $50 billion in Credits from the counterparty under the JVA, in exchange for $2 million cash and shares of Series E convertible preferred stock into 50 million shares of common stock, subject to the beneficial ownership limitation. The transaction is subject to negotiation and execution of a definitive purchase agreement with respect to the Credits. On March 12, 2024, the Company received a registration number for the February 16, 2024 purchase and this $50 billion purchase of Credits. The cumulative total of Credits that the Company has received totaled $64 billion. The JV partner has now fulfilled all previous written and verbal agreements to the Company for Credits.

White River also manages White River Energy Partners I LP (the “WR Fund”), which is consolidated for accounting purposes by the Company as White River Energy Partners Management I LLC, the Company’s subsidiary (the “Manager”), is the only managing general partner of the WR Fund and has the power to deploy the investments from the WR Fund into the Company for the various drilling projects they undertake.

Oil and Gas Properties

As of ~~September~~December 3031, 2023, our oil and gas acreage was comprised of approximately 3034,000 cumulative acres of active mineral leases in Louisiana and Mississippi. During the ~~six~~nine months ended ~~September~~December 3031, 2023 period and continuing presently, we continue to focus on expanding our exploration and production footprint and capabilities by acquiring real property and working interests in oil and gas mineral leases and drilling exploratory wells.

The Company has received an analysis from an independent petroleum consulting company as of March 31, 2023 and 2022. We have impaired certain reserves on our oil and gas properties when necessary pursuant to our full cost ceiling test calculations.

The following is an overview of our oil and gas properties portfolio in Louisiana and Mississippi:

Louisiana properties

	-	Blackhawk & Coochie Oil Field

	-	Five Mile Bayou Oil Field

	-	Lake Ophelia Oil Field

	-	Lake St John Oil Field

	-	North Bayou Jack Oil Field

	-	Tew Lake Oil Field

Mississippi properties:

- Pisgah Oil Field - Horseshoe Lake Oil Field - Butler Oil Field - Thanksgiving Oil Field - 2312 Prospect - Wildcat Oil Field

	-	2312 Prospect
	-	Wildcat Oil Field

Business Update

During the period covered by this Report, the Company has continued its efforts to grow its oil and gas exploration and drilling business. As of ~~November~~February 129, ~~2023~~2024, the Company has 75 productive wells in operation. On October 1, 2023, the Company sold interests in 6 productive wells.

As described further below under “Liquidity and Capital Resources,” the Company has also continued to pursue capital raising transactions, directly through the sale of its own securities and through WR Fund, as well as through related party advances, to meet its working capital needs and fund its operations and growth initiatives.

Key Terms and Metrics

In connection with the management of our businesses, we identify, measure and assess a variety of operating metrics. The principal metrics we use in managing our business are set forth below:

“Bbl” – Bbl means barrel of crude oil. Metric used by management to specify the unit of measure (“in barrels”) from which the Company’s midstream customers use to incrementally purchase oil from the Company. Barrels are used as a unit of measure universally across the oil industry so the Company’s adoption of barrels to measure units of oil is a standard practice.

“Mbbl” – Mbbl means a thousand barrels of oil. See comments on “Bbl” metric. “Mbbl” is a standard for measuring larger quantities of barrels of oil in thousands of units.

“Production (Gross)” – Production (Gross) is defined as barrels of oil produced before accounting for working interests from non-mineral owning parties. Metric used by management to specify the total number of barrels of oil produced from a given oil well. Gross production includes both the barrels owned by the oil and gas mineral owners as well as the drilling and investing group who funded and drilled the well which are considered the working interest owners. Gross production is a standard term used universally across the oil industry, so the Company’s adoption of this term is a standard practice.

“Production (Net)” – Production (Net) is defined as the net barrels of oil produced after deducting the ownership portion owned by the mineral owning parties. Unless otherwise specified, management assumes that the mineral ownership portion of a well is 25%, so a 100% working interest would result in a 75% Net Production or Net Revenue interest after accounting for the ownership portion of oil production owned by the mineral owners.

Oil and Natural Gas Reserves

As of ~~September~~December 3031, 2023 all of our proved oil and natural gas reserves and unevaluated wells in progress were located in the United States, specifically in Mississippi and Louisiana.

For more information on our oil and natural gas reserves, we refer you to our Annual Report on Form 10-K filed with the SEC on June 29, 2023.

Drilling and other exploratory activities

During the ~~six~~nine months ended ~~September~~December 3031, 2023, we undertook three drilling programs in Holmes County, MS, Concordia Parish, LA and Rankin County, MS.

Present activities

The Company is assessing all of its properties at the present time to determine any future drilling activities to commence.

Delivery commitments

The Company is not currently committed to provide a fixed and determinable quantity of oil and gas in the near future under existing contracts or agreements.

Results of Operations

Results of Operations for the ~~six~~nine months ended ~~September~~December 3031, 2023 compared to the ~~six~~nine months ended ~~September~~December 3031, 2022

White River Holdings has included in their historical consolidated financial statements certain operating expenses and other income (expense) from RiskOn International, Inc., previously known as Ecoark Holdings, Inc. (“Ecoark”) that have been allocated to them in the ~~six~~nine months ended ~~September~~December 3031, 2022 which are part of the Condensed Consolidated Statements of Operations. The allocations represented charges incurred by Ecoark for certain ~~corporate,~~general ~~infrastructure~~ and ~~shared~~administrative ~~services~~ expenses~~, including legal, human resources, payroll, finance and accounting, employee benefits, insurance, information technology, telecommunications, treasury, and other expenses~~. 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 White River Holdings would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that White River Holdings will incur in the future or would have incurred if White River Holdings had obtained these services from a third party. There were no allocations in the ~~six~~nine months ended ~~September~~December 3031, 2023.

Revenues

There were revenues for the six months ended September 30, 2023 of $382,341 compared to the six months ended September 30, 2022 of $356,741, with the increase primarily related the higher average oil prices in 2023 compared to 2022. Production was comparable for the periods presented for the wells that were online.

We expect our revenues to decline as we sold our working interest in Deshotels 24H unless the production for our unevaluated wells that we expect to complete in the coming months produce oil at levels that exceed our current production for the past two years. This is subject to, among other factors, our ability to raise the necessary capital to fund these projects.

Revenues

There were revenues for the nine months ended December 31, 2023 of $395,411 compared to the nine months ended December 31, 2022 of $616,972, with the decrease primarily related to the sales of wells that occurred in the fiscal quarter ended December 31, 2023 that resulted in less production for the Company, notwithstanding the higher average oil prices in 2023 compared to 2022.

Costs and Expenses

The following table shows costs and expenses for the ~~six~~nine months ended ~~September~~December 3031, 2023 compared to the ~~six~~nine months ended ~~September~~December 3031, 2022:

	2023		2022
Costs and Expenses
Lease operating expenses	$	~~174~~187,~~758~~486	$	~~292~~505,~~543~~228
Salaries and salaries related costs		812,~~781~~660,~~467~~080		24,~~321~~861,~~066~~432
Professional and consulting fees		24,~~192~~431,~~412~~541		~~319~~2,~~274~~821,430
Selling, general and administrative costs		4,~~286~~880,~~887~~578		49,~~114~~943,~~756~~659
Depreciation, amortization, depletion, accretion and impairment (a)		945,395		6,209,893
Impairment – investment		10,000,000		-
	$	16,380,919	$	13,257,532
Depreciation, amortization, depletion, accretion and impairment (a)		1,047,046		6,406,201
	$	33,206,731	$	24,537,950

Costs and expenses for the ~~six~~nine months ended ~~September 30~~December 31, 2023 totaled $1633,~~380~~206,~~919~~731 compared to $1324,~~257~~537,~~532~~950 for the ~~six~~nine months ended ~~September 30~~December 31, 2022. The significant ~~increases~~changes from 2022 to 2023 were primarily the result of stock-based compensation of $67,~~137~~922,~~955~~795 (included in salaries and salaries related costs) in 2023 versus $1,727,404 in 2022, bad debt expense related to joint interest billing receivables and receivables under participation agreements of $2,206,759 in 2023, additional management salaries, and professional fees incurred in 2023 related to our SEC filings, including our registration statement on Form S-1 for Ecoark’s spin-off of our common stock and the PIPE offering which was declared effective by the SEC on September 29, 2023 as well as our second PIPE offering in the fiscal quarter ended December 31, 2023 and the impairment of our investment in the JV Entity of $10,000,000. In addition in 2022, the Company ~~recognized~~ recognized $5,917,843 in goodwill impairment.

(a) The following is the composition of our depreciation, amortization, depletion, accretion and impairment for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022.

	2023		2022
Impairment – oil and gas reserves	$	617,600	$	28,265
Impairment - goodwill		-		5,917,843
Impairment – goodwill		-		5,917,843
Depletion		97,996		~~173~~284,~~692~~414
Accretion		6283,~~650~~927		3552,~~562~~063
Depreciation		~~167~~247,~~149~~523		54123,~~531~~616
	$	~~945~~1,~~395~~047,046	$	6,~~209~~406,~~893~~201

The impairment charges were the result of the ceiling test calculations we perform every quarter. The depletion changes are the result of less wells producing from 2022 to 2023. The depreciation increase in 2023 is the result of the purchase of our own drilling and workover rigs that are being depreciated in 2023 that we did not have inuntil the fiscal quarter ended December 31, 2022.

We expect our costs and expenses to continue increase in our current fiscal year ending March 31, 2024 as a result of increased drilling projects as well as anticipated increases in stock-based compensation related to the granted RSUs on December 2, 2022 as well more recent equity grants including those in the six months ended September 30, 2023. The Company is currently incurring material start-up costs related to the roll-out of its Fund which is expected to cost approximately $4,000,000 over the next 12 months on a cash basis and also include equity grants which could cost approximately $7,500,000 in non-cash equity compensation over the next five years due to stock grant vesting terms. The Company, however, expects to realize significantly more than that in allowable commission revenue over the next 12 months as these functions are expected to raise up to $50,000,000 in drilling capital for the Company prior to December 31, 2023 based on the offering of the WR Fund. The significant cost relates to salaries, benefits and equity grants to two new key securities salesmen the Company recently hired to spearhead capital raising for the WR Fund. The salaries and related share-based compensation to the two individuals are expected to add approximately $4,000,000 in the remainder of the year ending March 31, 2024.

We expect our costs and expenses to continue to increase in our current fiscal year ending March 31, 2024 as a result of an anticipated increase in drilling projects as well as anticipated increases in stock-based compensation related to RSUs granted in December 2022 as well more recent equity grants including those in the nine months ended December 31, 2023. The Company is currently incurring charges on the equity grants which could cost increase our non-cash equity compensation over the next five years due to stock grant vesting terms. The significant cost relates to salaries, benefits and equity grants.

Other Income (Expense)

The following table shows other income (expense) for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022:

	2023			2022
Change in fair value of derivative liabilities	$	(578,~~919~~208,~~700~~463	)	$	-3,451,752
Derivative expense		(3,263,470	)		-(10,124,521	)
Gain on disposal of fixed assets		173,949			-2,974,293
Other income		329,039			-
Amortization of original issue discount		(217,141	)		-
Gain on disposal of wells		775,267			-
Amortization of debt discount on convertible note		(709,858	)		-
Amortization of original issue discount		(217,141	)		(6,525	)
Amortization of debt discount on convertible note		(913,278	)		-
Amortization of discount on Series C Preferred Stock		(1,145,441	)		-
Interest expense, net of interest income		(~~215~~2,~~187~~098,048	)		(49,~~123~~108	)
	$	(1084,~~967~~567,~~809~~586	)	$	(43,~~123~~714,109	)

Total other expense was ($1084,~~967~~567,~~809~~586) in 2023 compared to other expense of ($43,~~123~~714,109) in 2022. The increase was primarily related to the ~~derivative~~non-cash ~~expense~~change ~~related~~in to the ~~warrants~~fair ~~issued~~value inof ~~connection with~~ the ~~PIPE~~derivative ~~offering~~liability ~~for~~of ($381,~~263~~660,~~470~~215), ~~the~~resulting ~~change~~from changes in our stock price, the ~~fair~~non-cash ~~value~~derivative ofexpense related to the ~~derivative~~warrants ~~liability~~issued ofin connection with the PIPE offering for ($53,~~919~~263,~~700~~470), and the ~~amortization~~non-cash amortization of debt discount, original issue discount on the convertible note and amortization of discount related to the previously outstanding Series C preferred stock (all of which has since automatically converted), which were partially offset by gains on disposal of fixed assets, wells, and ~~miscellaneous~~ other income in 2023 as compared to 2022.

Net Loss

Net loss from continuing operations for the ~~six~~nine months ended ~~September~~December 3031, 2023 was $26117,~~966~~378,~~387~~906 as compared to net loss from continuing ~~operations~~ operations of $1227,~~904~~635,~~914~~087 for the ~~six~~nine months ended ~~September~~December 3031, 2022. The increase in net loss was primarily due to the ~~items~~non-cash items discussed above.

Results of Operations for the three months ended ~~September~~December 3031, 2023 compared to the three months ended ~~September~~December 3031, 2022

White River Holdings has included in their historical consolidated financial statements certain operating expenses and other income (expense) from Ecoark that have been allocated to them in the period July 1, 2022 through July 25, 2022 which are part of the Condensed Consolidated Statements of Operations. The allocations represented charges incurred by Ecoark for certain corporate, infrastructure and shared services expenses, including legal, human resources, payroll, finance and accounting, employee benefits, insurance, information technology, telecommunications, treasury, and other expenses. 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 White River Holdings would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that White River Holdings will incur in the future or would have incurred if White River Holdings had obtained these services from a third party. There were no allocations in the three months ended September 30, 2023.

Revenues

There were revenues for the three months ended ~~September 30~~December 31, 2023 of $~~186~~13,~~404~~070 compared to the three months ended ~~September~~December 3031, 2022 of $~~240~~260,~~279~~231, with the decrease primarily related to fewer wells in production offset by higher oil prices in 2022.

We expect our revenues to decline in the short term, as we sold our working interest in ~~Deshotels~~several ~~24H~~wells in October 2023 unless the production for our unevaluated wells that we expect to complete in the coming months produce oil at levels that exceed our current production for the past two years. ~~This is subject to, among other factors, our ability to raise the necessary capital to fund these projects.~~

Costs and Expenses

The following table shows costs and expenses for the three months ended ~~September~~December 3031, 2023 compared to the three months ended ~~September~~December 3031, 2022:

	2023		2022
Costs and Expenses
Lease operating expenses	$	6912,~~310~~728	$	~~187~~212,~~095~~685
Salaries and salaries related costs		3,~~951~~878,~~516~~613		12,~~875~~540,~~461~~366
Professional and consulting fees		12,~~378~~239,~~139~~129		~~272~~2,~~611~~502,156
Selling, general and administrative costs		1593,~~472,357~~691		24,~~780~~465,~~355~~761
Depreciation, amortization, depletion, accretion and impairment (a)		627,831		6,041,209
Impairment – investment		10,000,000		-
	$	7,499,153	$	11,156,731
Depreciation, amortization, depletion, accretion and impairment (a)		101,651		196,308
	$	16,825,812	$	9,917,276

Costs and expenses for the three months ended ~~September 30~~December 31, 2023 totaled $716,~~499~~825,~~153~~812 compared to $119,~~156~~917,~~731~~276 for the three months ended ~~September 30~~December 31, 2022. The ~~significant~~changes ~~increases~~ from 2022 to 2023 were the result of stock-based compensation of $21,~~417~~784,~~091~~840 (included in salaries and salaries related costs), ~~bad~~in ~~debt~~2023 ~~expense related~~versus to$1,069,469 ~~joint~~in ~~interest billing receivables and receivables under participation agreements~~2022, additional management salaries, and professional fees incurred in 2023 related to our SEC filings, ~~including~~and ~~our~~the ~~registration~~impairment ~~statement~~ on ~~Form~~the ~~S-1~~investment ~~for~~in ~~Ecoark’s~~the ~~spin-off~~JV Entity of ~~our common stock and the PIPE offering~~$10,000,000. These increases were offset by the changes in depreciation, depletion, accretion and impairment most of which was ~~the~~depletion ~~impairment of goodwill of $5,917,843~~ in 2022 as well as decreases in our administrative costs as 2022 was the result of the initial period that the Company was a stand-alone public company, post reverse merger with ~~BitNile Metaverse, Inc~~Ecoark.

(a) The following is the composition of our depreciation, amortization, depletion, accretion and impairment for the three months ended ~~September~~December 3031, 2023 and 2022.

	2023		2022
Impairment – oil and gas reserves	$	475,635	$	-
Depletion	$	-	$	110,720
Impairment - goodwill		-		5,917,843
Accretion		21,276		16,504
Depletion		40,185		71,469
Depreciation		80,375		69,084
Accretion		31,637		17,216
	$	101,651	$	196,308
Depreciation		80,374		34,681
	$	627,831	$	6,041,209

The ~~impairment charges were the result of the ceiling test calculations we perform every quarter. The~~ depletion changes are the result of less wells producing from 2022 to 2023. The depreciation increase in 2023 is the result of the purchase of our own drilling and workover rigs that are being depreciated in 2023 ~~that~~which we did not have inuntil the middle of the fiscal quarter ended December 31, 2022.

We expect our costs and expenses to continue increase in our current fiscal year ending March 31, 2024 as a result of ~~increased~~an ~~drilling~~anticipated increase in drilling projects as well as anticipated increases in stock-based compensation related to the granted RSUs onin December 2, 2022 as well more recent equity grants including those in the ~~six~~nine months ended ~~September~~December 3031, 2023. The Company is currently incurring ~~material~~charges ~~start-up costs related to the roll-out its Fund which is expected to cost approximately $4,000,000 over the next 12 months~~ on ~~a cash basis and also~~the ~~include~~ equity grants which could ~~cost~~increase ~~approximately~~our ~~$7,500,000 in~~ non-cash equity compensation over the next five years due to stock grant vesting terms. The Company, however, expects to realize significantly more than that in allowable commission revenue over the next 12 months as these functions are expected to raise up to $50,000,000 in drilling capital for the Company prior to December 31, 2023 based on the offering of the WR Fund. The significant cost relates to salaries, benefits and equity grants ~~to two new key securities salesmen the Company recently hired to spearhead capital raising for the WR Fund~~. ~~The salaries and related share-based compensation to the two individuals are expected to add approximately $4,000,000 in the remainder of the year ending March 31, 2024.~~

Other Income (Expense)

The following table shows other income (expense) for the three months ended ~~September~~December 3031, 2023 and 2022:

	2023			2022
Change in fair value of derivative liabilities	$	(372,~~576~~288,~~380~~763	)	$	-3,451,752
Derivative expense		~~(835,874~~-	)		-(10,124,521	)
Gain on disposal of fixed assets		~~173,949~~-			-1,611,151
Other income		329,039			-
Gain on disposal of wells		775,267			-
Amortization of original issue discount		~~(160,787~~-	)		-(6,525	)
Amortization of debt discount on convertible note		(~~351~~203,~~664~~420	)		-
Interest expense, net of interest income		(651,~~053~~882,861	)		(14,~~918~~985	)
	$	(473,~~486~~599,~~770~~777	)	$	(15,~~918~~073,128	)

Total other expense was ($4,486,770) in 2023 compared to other expense of ($1,918) in 2022. The increase was primarily the derivative expense related to the warrants issued in connection with the PIPE offering for ($835,874), the change in the fair value of the derivative liability of ($3,576,380), and the amortization of debt discount, and amortization of the original issue discount on the convertible note offset by gains on disposal of fixed assets and miscellaneous income in 2023.8

Total other expense was ($73,599,777) in 2023 compared to other expense of ($5,073,128) in 2022. The increase was primarily the change in the derivative liability in 2023 versus 2022, offset by the derivative expense related to the warrants issued in connection with the PIPE offering in 2022, the amortization of debt discount, and amortization of the original issue discount on the convertible note offset by gains on disposal of fixed assets, disposal of wells, and the added interest expense in 2023 as a result of prepaying the convertible notes.

Net Loss

Net loss from continuing operations for the three months ended ~~September~~December 3031, 2023 was $1190,~~799~~412,519 as compared to net loss from continuing operations of $1014,~~918~~730,~~370~~173 for the three months ended ~~September~~December 3031, 2022. The increase in net loss was primarily due to the ~~items~~non-cash ~~discussed~~items discussed above.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are revenue generated from operations, levels of accounts receivable and accounts payable and capital expenditures.

~~Six~~Nine months ended ~~September~~December 3031, 2023 and ~~six~~nine months ended ~~September~~December 3031, 2022

Net cash (used in) operating activities was $(5,~~675~~331,~~710~~174) for the 2023 period, as compared to net cash (used in) operating activities of ($26,~~689~~422,~~794~~633) for the 2022 period. Cash used in operating activities for the 2022 period was primarily caused by White River Holdings net loss partially offset by adjustments including depreciation, amortization, depletion and accretion, share-based compensation, bad debt expenses and loss on the disposal of Elysian and Norr as amounts allocated from Ecoark and changes in amounts due to Ecoark. In the 2023 period, the net cash used in operating activities was caused by the net loss offset by non-cash items such as depreciation, depletion, impairment, stock-based compensation, derivative expense and the change in fair value of the derivative liability as well as the net changes in our assets and liabilities including the proceeds of $6,475,000 from the sale of tax credits (which are being treated by the Company as advances for accounting purposes) that yielded an offset to the loss of approximately $21107.82 million in the 2023 period versus an offset of $16.4 million in the 2022 period.

~~Net cash (used in) investing activities for the 2023~~Cash ~~period was $(803,892) compared to net cash (~~used in) ~~investing~~operating activities ~~of $(89,353)~~ for the 2022 period. Inwas ~~the~~primarily ~~2023~~caused ~~period,~~by ~~the~~White ~~cash used~~River inHoldings ~~investing~~net ~~activities~~loss ~~primarily~~partially ~~related~~offset toby ~~purchases~~adjustments including ofdepreciation, ~~oil~~amortization, depletion and ~~gas properties~~accretion, ~~net~~share-based ofcompensation, ~~asset~~bad ~~retirement~~debt ~~obligations~~expenses, ~~and~~changes ~~purchases of fixed assets. Net cash used~~ in ~~investing~~derivative ~~activities~~liabilities and inderivative ~~the~~expenses ~~2022~~and ~~period~~loss ~~were~~on ~~comprised of proceeds from~~ the ~~sale~~disposal of ~~oil~~two ~~and~~small ~~gas~~subsidiaries ~~properties~~ as weamounts ~~sold~~allocated ~~various~~from ~~leases~~Ecoark ~~that had large plugging liabilities, partially offset by purchases of oil~~ and ~~gas~~changes ~~properties,~~in ~~net~~amounts ~~of asset retirement~~due ~~obligations.~~to Ecoark

9Net cash (used in) investing activities for the 2023 period was $(344,161) compared to net cash (used in) investing activities of $(310,640) for the 2022 period. In the 2023 period, the cash used in investing activities primarily related to purchases of oil and gas properties, net of asset retirement obligations, and purchases of fixed assets as well as a $500,000 investment made in purchasing tax credits. Net cash used in investing activities in the 2022 period were comprised of proceeds from the sale of oil and gas properties as we sold various leases that had large plugging liabilities, partially offset by purchases of oil and gas properties, net of asset retirement obligations.

Net cash provided by financing activities for the 2023 period was $511,~~950~~655,~~213~~496 related to proceeds received from related party advances, ~~and~~common stock and warrants, purchases of limited partnership interests in the White River Energy Partners 1 Fund, and our Series C ~~Preferred~~preferred ~~Stock~~stock offset by repayment of long-term debt, including related party advances. Net cash provided by financing activities for the 2022 period was $37,~~107~~697,~~454~~662 arising from ~~an increase in cash overdraft and from~~ proceeds received from long-term debt, asconvertible notes, and the Series C offering as well as proceeds received from Ecoark of $3,000,000.

Available Cash

As of ~~October~~March 3113, ~~2023~~2024, the Company has approximately $5911,~~953~~388,283 in cash and cash equivalents.

The ~~Company~~ ~~does~~accompanying ~~not~~financial ~~have~~statements ~~available~~for ~~cash~~the ~~resources~~nine tomonths ~~meet~~ended ~~its~~December ~~working~~31, ~~capital~~2023 ~~needs~~have ~~for~~been prepared assuming the Company ~~next~~will 12continue ~~months.~~as Ata ~~September~~going 30concern, ~~2023,~~but ~~its~~the ~~current~~ability ~~assets~~of ~~were~~the ~~$2,081,708~~Company ~~compared~~ to ~~current~~continue ~~liabilities~~as ofa ~~$33,490,393.~~going Toconcern ~~date,~~is wedependent ~~have~~on ~~relied~~the ~~upon~~Company obtaining ~~related~~adequate ~~party~~capital ~~loans,~~to ~~principally~~fund ~~from~~operating ~~our~~losses ~~Chief~~until ~~Executive~~it ~~Officer,~~establishes toa ~~fund~~revenue ~~our~~stream ~~working~~and ~~capital~~becomes ~~needs~~profitable. AsManagement’s ofplans ~~October~~to ~~31,~~continue as ~~2023,~~a wegoing ~~owe related~~concern ~~parties~~include araising ~~total~~additional capital through sales of ~~$7,000,075~~equity securities and borrowing. WeHowever, ~~are~~management ~~relying~~cannot ~~upon~~provide any assurances that the ~~future~~Company ~~results~~will be successful in accomplishing any of ~~our~~its ~~two~~plans. ~~new~~If ~~key~~the ~~executives~~Company inis ~~selling~~not WRable ~~Fund~~to ~~units~~obtain the necessary ~~which~~additional infinancing ~~turn~~on ~~will,~~a iftimely ~~successful~~basis, ~~raise~~the ~~substantial~~Company ~~capital~~will ~~for~~be required to delay, and reduce the WRscope ~~Fund~~of the Company’s development and atoperations. ~~some~~Continuing ~~point~~as ~~eliminate~~a ~~our~~going ~~need~~concern is dependent upon its ability to ~~pay~~successfully ~~their~~secure ~~salaries~~other sources of financing and attain ~~since~~profitable ~~the~~operations. ~~commissions~~The ~~payable~~accompanying toconsolidated ~~them~~financial ~~will~~statements ~~eliminate~~do ~~the~~not include any adjustments that might be necessary if the Company’s ~~obligation~~is unable to continue as a going concern.

In addition to related party advances and WR Fund’s unit offering, the Company has raised and intends to continue to raise capital through sales of its securities and interests in drilling projects. These offerings are summarized below.9

~~Ecoark~~As ~~had~~described ~~previously~~in ~~entered~~“Part ~~into~~II a– ~~written~~Item ~~Participation~~2 ~~Agreement~~– ~~with~~Unregistered ~~Ault~~Sales ~~Energy, LLC (“Ault Energy”), a subsidiary~~ of ~~Ault Alliance,~~Equity ~~Inc.~~Securities ~~(“Ault”). After we acquired Ecoark’s oil~~ and ~~gas~~Use ~~exploration and drilling business, we orally agreed to provide Ault Energy with similar rights. In furtherance~~ of ~~this understanding~~Proceeds,” wefrom ~~entered into written Participation Agreements with~~December ~~Ault Energy. As a result of delays in Ault Energy meeting its payment obligations~~27, ~~on April 4,~~ 2023 wethrough ~~entered~~January ~~into an agreement with Ecoark and with Ault (dated March 29~~31, ~~2023) under which the parties agreed we were owed $3.25 million for the participation rights~~2024, ~~and Ecoark agreed to pay us up to $3.25 million in exchange for Ault Energy agreeing to~~ the ~~redemption of shares of its preferred stock of Ecoark. As of November 7, 2023, the balance due the~~ Company ~~from~~raised ~~Ecoark was~~ $113,~~380~~439,~~627~~080 ~~from under this agreement. The sums received were credited to the project on the Company’s mineral lease located~~ in ~~Concordia Parish, Louisiana. In addition, Ault Energy has a payable to~~ the ~~Company~~sale of ~~$638,870~~units ~~relating~~consisting toof ~~other~~common ~~drilling~~stock ~~obligations. The Company has reserved both the $1,380,627~~ and ~~the $638,870 due from Ault Energy as of September 30, 2023~~warrants.

~~Based~~WR ~~upon Ecoark~~Fund’s ~~public~~offering ~~filings~~closed ~~with~~on ~~the~~December ~~SEC~~31, ~~Ecoark~~2023. ~~has~~While nothe ~~cash~~Company ~~resources~~had ~~and~~previously weplanned ~~are~~to ~~uncertain~~launch ifa itsecond ~~will~~larger ~~make~~fund, ~~any~~the ~~further payments~~Company ~~although Ault’s Executive Chairman~~ has ~~assured~~subsequently usdetermined ~~Ecoark~~not ~~will~~to ~~pay~~proceed ~~us.~~with ~~While~~additional ~~we understand from public filings that Ault has recently raised capital~~funds, ~~given~~due ~~their~~in ~~liquidity~~part ~~issues,~~to weits ~~cannot~~inability ~~predict~~to ~~with~~acquire ~~certainty~~a ifbroker-dealer ~~and~~as ~~when we will receive the remaining balance due~~previously ~~or any portion thereof from Ault for these participation rights~~contemplated.

~~Due~~ As of March 13, 2024, the Company tohas ~~Ault~~sold ~~Energy’s~~$48,300,000 ~~failure~~of totax ~~make~~credits ~~timely~~for ~~payments~~total gross proceeds of $24,150,000. Under the ~~full~~JV ~~amounts~~Agreement, the Company ~~has~~agreed ~~concluded~~to ~~that~~use the ~~Ault~~net ~~Energy’s~~proceeds ~~participation rights~~from ~~are~~the nomonetization ~~longer~~of ~~enforceable~~the ~~except~~initial ~~for~~$500,000,000 ~~amounts~~of ~~previously~~credits ~~paid~~as ~~and~~follows: ~~for~~(i) ~~which~~first, to pay off all ~~other~~tax ~~obligations~~liabilities on ofthe ~~Ault~~Company’s ~~Energy~~balance ~~have~~sheet ~~been~~(approximately ~~satisfied. The~~$10,000,000 ~~Company~~as isof ~~under~~the nodate ~~obligation~~of the Agreement); (ii) second, to ~~offer~~fund ~~Ault~~potential acquisitions ~~Energy~~and ~~participation~~other ~~rights~~partnerships inand ~~the~~joint ~~future,~~ventures ~~although~~(up itto ~~may~~$100,000,000); do(iii) sothird, ~~voluntarily.~~to Wepurchase ~~are~~existing oil production ~~seeking~~including aproven ~~replacement~~undeveloped ~~source~~reserves of(up ~~capital~~to ~~for~~$100,000,000); ~~one~~(iv) orfourth, ~~more~~to ~~investors~~fund a drilling program to ~~acquire~~extract ~~Ault~~oil ~~Energy~~from the Company’s ~~interests~~oil inand ~~the~~gas ~~affected~~mineral ~~wells.~~leases ~~As another~~(up ~~option~~to $240,000,000); ifand we(v) ~~are~~fifth, ~~unable~~ to ~~collect~~enter ~~payment,~~into wemidstream ~~may~~operations ~~seek~~including tocrude oil ~~exercise~~storage ~~creditors’~~tank ~~remedies~~farm ~~for~~and commodities trading (the ~~unpaid~~remaining ~~amounts~~net proceeds estimated to be approximately $50,000,000).

OnWith ~~July~~respect ~~13,~~to ~~2023,~~ the ~~Manager~~JV ~~and the WR Fund entered into a Managing Broker-Dealer Agreement with Emerson Equity LLC (the “Broker”)~~Entity, ~~pursuant~~ tounder ~~which~~ the ~~Broker~~JV ~~agreed~~Agreement ~~to serve as~~ the ~~managing~~JV ~~broker-dealer~~Partner tois ~~assist~~entitled ~~in selling partnership units of the WR Fund in a private placement offering for gross proceeds of up~~ to ~~$50,000,000~~receive ~~on a “best efforts” basis, which it may undertake with the efforts of other broker-dealers, in exchange for compensation consisting of (i) a selling commission of up to 6~~20% of ~~the~~any ~~gross~~net ~~proceeds~~ profits from ~~units sold by~~ the ~~Broker~~JV ~~in the offering (“Total Sales”)~~Entity, ~~(ii) a placement fee equal to 1.5% of Total Sales, (iii) a~~with ~~wholesaler fee equal to up to 1.25% of~~ the ~~Total~~Company ~~Sales,~~receiving ~~and (iv) a marketing diligence allowance equal to up to 1% of~~ the ~~Total~~remaining ~~Sales~~80%. ~~The Broker is currently seeking to raise capital using other broker-dealers it with which has a relationship. Our two senior executives we recently hired are associated persons with the Broker.~~

~~As disclosed~~On ~~under~~February ~~“Unregistered~~16, ~~Sales~~2024, the Company entered into a letter of ~~Equity~~intent ~~Securities~~with the counterparty to the JV Agreement and ~~Use~~a third party intermediary setting forth the terms of ~~Proceeds,”~~the onCompany’s ~~August~~contemplated purchase of $13 billion of United States federal income tax credits in exchange for $3 million cash and 10, ~~2023,~~million shares of the Company’s restricted ~~extended~~common stock, which will vest upon the ~~maturity~~ ~~date~~receipt of a valid registration number for the ~~10%~~tax ~~Senior~~credits ~~Secured~~from ~~Promissory~~the ~~Note~~U.S. (Treasury. On February 16, 2024, the ~~“Note”)~~Company ~~originally~~paid ~~issued~~a on$1.25 ~~December~~million ~~20,~~deposit ~~2022~~towards the cash portion of the purchase price to ~~December~~the 16intermediary, which ~~2023.~~is Itin ~~also~~the ~~entered~~process ~~into~~of aworking ~~new~~to ~~Securities~~provide ~~Purchase~~the ~~Agreement~~Company with a certificate for the ~~same~~tax ~~lender,~~credits ~~borrowed~~as ~~$1,000,000~~well ~~and~~as ~~issued~~a anregistration ~~additional~~number. ~~Note~~The transactions ~~having~~contemplated aby ~~principal~~the ~~amount~~letter of ~~$1,111,111~~intent are subject to negotiation and ~~with~~execution ~~identical~~of ~~terms~~a asdefinitive ~~the~~purchase ~~December~~agreement ~~2022~~with ~~Note~~respect asto ~~amended~~the Credits. Additionally, ~~and~~on ~~agreed~~February to22, ~~provide~~2024, the ~~lender with~~Company received a ~~carried~~registration ~~working~~number ~~interest~~for inthe ~~one~~first ortwo ~~more~~tranches ~~productive~~of ~~oil~~tax ~~wells~~credits it received in November an2023 ~~amount~~and December 2023 pursuant to bethe ~~mutually~~JV ~~agreed~~Agreement. byThe ~~the~~Company ~~parties~~has hired a Washington, ~~and~~D.C. ~~that~~law iffirm/lobbying ~~such~~firm to perform ~~interest~~due ~~does~~diligence ~~not~~on ~~result~~its inbehalf ~~revenue~~with respect to the ~~lender~~tax ofcredits, atand ~~least~~if $1possible,~~111~~ issue a tax opinion,~~111~~ ~~within~~which 24firm ~~months~~is ~~from~~in the ~~date~~process of ~~the~~conducting its ~~amendment~~review. However, tono ~~pay~~assurances ~~the lender~~can ~~the~~be ~~difference~~given ~~between~~that such ~~amount~~an opinion will be provided, and the ~~amount~~tax ~~actually~~credits ~~received~~and byour ~~the~~transactions ~~lender~~involving them ~~pursuant~~remain subject to ~~the~~various ~~carried~~risks ~~working~~and ~~interest~~uncertainties.

~~Finally,~~As described under “Part II – Item 5 – Other Information,” the Company ~~recently~~has ~~commenced~~agreed ain ~~private~~principle ~~placement~~to ~~offering~~purchase ~~which~~an isadditional ~~intended~~$50 tobillion ~~serve~~in Credits asfrom athe ~~bridge~~counterparty ~~financing~~under tothe ~~help~~JVA, ~~White~~in ~~River~~exchange ~~sustain~~for $2 million cash and shares of Series E convertible ~~operations~~preferred ~~until~~stock ~~the~~into ~~Broker~~50 ismillion ~~able~~shares of common stock, subject to ~~raise~~the ~~capital~~beneficial ~~for~~ownership limitation. The cumulative total of Credits that the Company has received totaled $64 billion. The JV partner has now fulfilled all previous written and verbal agreements to the Company for Credits.

The Company ~~will~~has ~~continue~~raised toand ~~require~~intends ~~additional~~to ~~capital~~continue ~~from~~to ~~either~~raise ~~the~~capital WRthrough ~~Fund~~sales orof ~~from~~its ~~other~~tax ~~sources~~credits to ~~assist~~conduct inextensive ~~their~~diligence ~~operations~~in ~~and~~the drilling ~~projects. The raising~~ of ~~additional~~various ~~funds~~projects ~~may be~~ on ~~terms~~their ~~that~~mineral ~~continue to dilute the current shareholders~~leases.

10The Company does not anticipate any further purchases of tax credits.

Critical Accounting Policies, Estimates and Assumptions

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We evaluate our estimates and assumptions on an ongoing basis and base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for the judgments we make about the carrying value of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties.

There have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our Form 10-K. For a description of our critical accounting policies and estimates, see Part I, Item 1, Note 1, “Description of Business, Basis of Presentation and Summary of Significant Accounting Policies” in our notes to the consolidated financial statements in this Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act. Based on their evaluation as of the end of the period covered by this Report, Mr. Randy May, our Chief Executive Officer and Mr. Jay Puchir, our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting.

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this Report, all such litigation required to be disclosed has previously been disclosed.

ITEM 1A – RISK FACTORS

~~See also the Company’s Annual Report on Form~~Not ~~10-K for the fiscal year ended March 31, 2023 and Final Prospectus dated September 29, 2023 as filed with the SEC for the Risk Factors~~ applicable ~~to the Company and its securities~~.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All unregistered sales of equity securities which are responsive to this item have previously been disclosed., except for the following:

From December 27, 2023 through January 31, 2024, the Company raised $13,439,080 by entering into Securities Purchase Agreements (each a “SPA”) with accredited investors (the “Purchasers”) whereby the Purchasers purchased a total of 17,296,115 Units from the Company, with each Unit consisting of one share of the Company’s common stock (for a total of 17,296,115 shares of common stock) and five-year warrants to two shares of Common Stock (the “Warrants”) (for a total of 34,592,230 Warrants), at a purchase price of $0.777 per Unit.

Each Warrant is exercisable at $1.00 per share for a period of five years from the earlier of (i) the effectiveness of a registration statement registering the resale of the common stock issuable upon exercise of such Warrants and (ii) December 31, 2023. The Company also entered into a Registration Rights Agreement with the Purchasers under which the Company agreed to register the sale by the Purchasers of the shares of Common Stock and Warrants by filing a registration statement on Form S-1 within 30 days after the final closing of the offering, and to cause such registration statement to be declared effective within 60 days thereafter.

The net proceeds from the offering, after offering expenses and related costs, will primarily be used for growth capital, working capital, repayment of indebtedness, the purchase of oil and gas mineral leases, and drilling oil of wells.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

~~None.~~Amended Employment Agreements and Compensation Terms

On March 8, 2024, the Board of Directors (the “Board”) of the Company approved the following amended compensation and other terms with respect to the Company’s independent directors. In addition, with approval of the Board, the Company entered into new amended Employment Agreements with the Chief Executive Officer and Chief Financial Officer (the “Amended Employment Agreements”). The material terms of these arrangements are summarized below.

Independent Directors

The Board granted each independent director of the Company the following: (i) 1,000,000 restricted stock units (“RSUs”) vesting quarterly at 50,000 RSUs per quarter; and (ii) $300,000 cash fees per year vesting at $75,000 per quarter; in each case for the next 20 quarters subject to continued service as a director on each applicable vesting date.

In addition, the Board granted to each independent director the right to purchase Credits at a purchase price of $0.50 per $1.00 of Credits, provided that each director is limited to purchasing a number Credits amounting to the director’s taxable income for the current or prior year resulting in a net $0 federal tax liability.

Chief Executive Officer and Chief Financial Officer

The Amended Employment Agreements for each of Randy May, the Company’s Chief Executive Officer and Chairman of the Board, and Jay Puchir, the Company’s Chief Financial Officer include the following amended or additional compensation:

	(i)	Annual base salary increase to $1,000,000, subject to future sales of at least $25 million of Credits;
	(ii)	Signing bonus of $1,000,000, grossed up for applicable federal, state, and local taxes by the Company’s payroll provider, and to be paid on the execution of this agreement;
	(iii)	Additional grant of 5,000,000 RSUs vesting in five equal annual increments in accordance with the terms set forth in the Amended Employment Agreements including continued provision of services for the Company;
	(iv)	Up to 15% participation rights in oil and gas drilling ventures in which the Company undertakes or participates;
	(v)	A one-half of 1% commission on gross proceeds from sales of Credits generated by the applicable executive officer; and
	(vi)	The right to purchase Credits at a purchase price of $0.50 per $1.00 of Credits, provided that each such executive be limited to purchasing a number Credits amounting to such executive officer’s taxable income for the current or prior year resulting in a net $0 federal tax liability.

Copies of the Amended Employment Agreements with each such executive officer are filed as Exhibits 10.7 and 10.8 to this Report. The foregoing descriptions do not purport to be complete, and are qualified in their entirety by the complete text of such Amended Employment Agreements, which are incorporated herein by reference.

Designation of Series E Convertible Preferred Stock

On March 13, 2024, following approval of the Board of Directors, the Company filed with the Nevada Secretary of State the Certificate of Designation authorizing the issuance of up to 50,000 shares of Series E Convertible Preferred Stock and setting forth the rights, preferences and limitations of such Series E.

The Series E has a stated value of $5,000 per share, and is convertible into a number of shares of common stock determined by dividing the stated value by the conversion price of $1.00, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice. The Series E does not carry any voting rights or other special rights or preferences.

The foregoing description of the terms of the Series E does not purport to be complete and is qualified in its entirety by reference to the full text of Certificate of Designation for the Series E, a copy of which is filed as Exhibit 3.8 to this Report.

Other Officer Appointments

On March 1, 2024, the Company’s Board appointed Jack Corona, as Chief Executive Officer of White River Operating LLC, the Company’s indirect subsidiary, and Elizabeth Boyce as Treasurer of the Company.

Tax Credit Sales

From November 29, 2023 to March 13, 2024, the Company entered into Tax Credit Purchase Agreements (each, an “Agreement”) with third party purchasers pursuant to which the Company sold a total of $48,300,000 of United States federal trust fund tax credits in exchange for $24,150,000, which credits the Company had acquired through a joint venture agreement as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2023.

Potential Tax Credit Purchase

The Company has agreed in principle to purchase an additional $50 billion in Credits from the counterparty under the JVA, in exchange for $2 million cash and shares of Series E convertible into 50 million shares of common stock, subject to the beneficial ownership limitation. The transaction is subject to negotiation and execution of a definitive purchase agreement with respect to the Credits. On March 12, 2024, the Company received a registration number the third and fourth tranche of Credits totaling $58.5 billion. The cumulative total of Credits that the Company has received or agreed to purchase is $64 billion, which includes the first and second tranches for which a registration number was received on February 22, 2024. The JV partner has now fulfilled all previous written and verbal agreements to the Company for the Credits, and following completion of the transactions described above, the Company does not anticipate purchasing further Credits.

ITEM 6 – EXHIBITS

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
3.1	Amended and Restated Articles of Incorporation	10-Q	8/12/2022	3.1
3.1(a)	Certificate of Amendment to the Articles of Incorporation	8-K	9/30/2022	3.1
3.1(b)	Certificate of Amendment to the Articles of Incorporation	8-K	9/20/2022	3.1
3.2	Amended and Restated Bylaws of Fortium Holdings Corp.	8-K	8/19/2022	3.1
3.2 (a)	Amendment No. 1 to the Amended and Restated Bylaws	8-K	7/7/2023	3.1
3.3	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock	8-K	71/2931/~~2022~~2024	4.1
3.3(a)	Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock	8-K	9/27/2022	3.1
3.3(b)	Certificate of Correction to the Certificate of Designation of Series A Convertible Preferred Stock	8-K	8/25/2022	3.1
3.4	Certificate of Designation of Series B Preferred Stock	8-K	7/29/2022	3.1
3.5	Certificate of Designation of Series C Convertible Preferred Stock	8-K	10/25/2022	3.1
3.6	Certificate of Designation of Series D Convertible Preferred Stock	8-K	10/11/2023	4.1
3.7	Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock	8-K	10/24/2023	5.03
3.8	Certificate of Designation of Series E Convertible Preferred Stock				Filed
4.1	Form of Warrant	8-K	10/25/2022	10.2
10.1	~~Managing~~Amendment ~~Broker-Dealer~~to Consulting Agreement+	8-K	710/1913/2023	10.1
10.2	Form of ~~Amended~~Joint ~~and~~Venture ~~Restated Limited Partnership~~ Agreement+	S8-~~1/A~~K	811/2329/2023	10.331
10.3	~~Amendment~~Form toof Securities Purchase Agreement ~~dated December 20, 2022~~+	108-QK	812/1106/2023	10.71
10.4	~~Securities~~Form ~~Purchase~~of ~~Agreement~~Warrant+	108-QK	812/1106/2023	10.82
10.5	~~$1,111,111~~Form ~~Senior~~of ~~Secured~~Registration ~~Convertible~~Rights ~~Note~~Agreement+	108-QK	812/1106/2023	10.93
10.6	~~Guarantee~~Form of Tax Credit Purchase Agreement+	108-QK	812/1107/2023	10.101
10.7	~~Security~~Amended Employment Agreement+ with Randy May	~~10-Q~~	~~8/11/2023~~	~~10.11~~	Filed
10.8	~~Registration~~Amended ~~Rights~~Employment Agreement with Jay Puchir	~~10-Q~~	~~8/11/2023~~	~~10.12~~	Filed
10.9	Amendment to Consulting Agreement+	8-K	10/13/2023	10.1
31.1	Certification of Principal Executive Officer (302)				Filed
31.2	Certification of Principal Financial Officer (302)				Filed
32.1	Certification of Principal Executive and Principal Financial Officer (906)				Furnished*
101.INS	Inline XBRL Instance Document.				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document.				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				Filed

*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

^ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WHITE RIVER ENERGY CORP
Dated: November 8, 2023	By:	/s/ Randy May
Dated: March 15, 2024	By:	/s/ Randy May
		Randy May
		Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Jay Puchir
		Jay Puchir
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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