[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended June 30, 2023 [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the quarter ended June 30, 2023, highlighting a net income driven by non-cash derivative gains despite a significant operating loss and critical liquidity [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets as of June 30, 2023, show total assets of $22.7 million, total liabilities of $28.2 million, and a stockholders' deficit of $5.5 million, with critically low cash Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 ($) | March 31, 2023 ($) | | :--- | :--- | :--- | | **Total Current Assets** | $11,422,111 | $11,804,495 | | **Total Assets** | $22,658,026 | $23,775,517 | | **Total Current Liabilities** | $27,395,927 | $36,900,445 | | **Total Liabilities** | $28,171,969 | $37,719,641 | | **Total Stockholders' Deficit** | $(5,513,943) | $(13,944,124) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show a net income of $5.46 million for the quarter, primarily driven by non-cash derivative gains, masking an operating loss of $12.2 million Statement of Operations Summary (Unaudited, Three Months Ended June 30) | Metric | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Hospitality and VIP experience revenue | $45,150 | $0 | | Gross loss | $(41,150) | $(93,862) | | Operating loss | $(12,233,599) | $(8,369,971) | | Total other income (expense) | $18,837,624 | $(430,360) | | Net income (loss) | $5,460,722 | $(10,724,644) | | Net income (loss) per share | $3.02 | $(12.19) | [Condensed Consolidated Statement of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders%27%20Deficit) The stockholders' deficit improved from $13.9 million to $5.5 million, primarily due to net income from derivative gains and capital increases from stock issuance - The stockholders' deficit decreased from **$(13,944,124)** on March 31, 2023, to **$(5,513,943)** on June 30, 2023[12](index=12&type=chunk) - Key changes included **$5.9 million** in net income attributable to controlling interest, **$1.78 million** from shares issued for cash under the ATM, and **$0.63 million** for shares issued for services[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows show a net usage of $6.8 million in operating activities, largely offset by $6.7 million from financing, resulting in a critical cash balance of $2,005 Cash Flow Summary (Unaudited, Three Months Ended June 30) | Cash Flow Activity | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,804,358) | $(8,513,699) | | Net cash provided by investing activities | $0 | $5,083,299 | | Net cash provided by financing activities | $6,739,519 | $11,607,590 | | **Net (decrease) increase in cash** | **$(64,839)** | **$8,177,190** | | **Cash at end of period** | **$2,005** | **$8,262,263** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's name change, BNC acquisition, significant going concern warning, derivative liabilities, and ongoing legal and Nasdaq compliance challenges - The company has substantial doubt about its ability to continue as a going concern, as current cash of **$2,005** is not sufficient to fund planned operations for one year[26](index=26&type=chunk) - The acquisition of BNC was accounted for as an asset purchase, not a business combination, resulting in a recognized loss on acquisition of **$54.5 million** in the prior fiscal year[47](index=47&type=chunk)[49](index=49&type=chunk) - The company has significant derivative liabilities related to convertible notes, warrants, and Series A, B, and C preferred stock, with changes in fair value causing a net gain of over **$21 million** in the quarter[75](index=75&type=chunk)[85](index=85&type=chunk)[116](index=116&type=chunk) - The company has received multiple non-compliance notices from Nasdaq regarding listing rules for stockholder approval, voting rights, and minimum bid price, posing a significant delisting risk[139](index=139&type=chunk)[147](index=147&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to the metaverse, noting a widened operating loss of $12.2 million, and reiterates that net income is due to non-cash derivative gains, highlighting critical liquidity issues and going concern doubts - Operating loss increased by **$3.9 million** year-over-year, primarily due to increased advertising (**~$7 million**), hospitality (**~$1 million**), and travel (**~$1 million**) expenses, partially offset by a decrease in salaries and professional fees (**~$5 million**)[185](index=185&type=chunk) - The reported income from continuing operations was driven by a **$21 million** non-cash gain from the change in fair value of derivative liabilities, which offset the operating loss[186](index=186&type=chunk) - The company's cash position is critical, with only **$2,005** in cash and cash equivalents as of June 30, 2023, which management states is insufficient to fund operations for the next year, raising substantial doubt about its ability to continue as a going concern[190](index=190&type=chunk) - Recent financing activities to address liquidity include raising approximately **$3.5 million** from an ATM offering (now terminated) and **$5.5 million** in gross proceeds from a senior secured convertible note issuance in April 2023[174](index=174&type=chunk)[190](index=190&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is reported as not applicable, indicating the company does not have material exposure to market risks requiring quantitative and qualitative disclosure - The company states this item is 'Not applicable'[202](index=202&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2023, due to material weaknesses, and is implementing a remediation plan for key financial areas - Management concluded that disclosure controls and procedures were not effective as of the end of the reporting period due to previously identified material weaknesses[203](index=203&type=chunk) - The company is implementing a remediation plan to address weaknesses in Revenue Recognition, Accounts Receivable, Complex Financial Instruments, and Fair value estimates[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) [PART II – OTHER INFORMATION](index=50&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers other information including legal proceedings, risk factors, unregistered sales of equity, defaults on senior securities, mine safety disclosures, and exhibits [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) No material developments in legal proceedings were reported for the quarter, though ongoing litigation includes a $110 million jury award against Walmart and claims against subsidiaries for unpaid bills - The company states there were no material developments in legal proceedings during the period covered by the report[213](index=213&type=chunk) - Ongoing litigation detailed in the notes includes a **$110 million** jury award against Walmart (under appeal) and claims against subsidiaries for unpaid equipment and services, for which the company has fully accrued[140](index=140&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) This section highlights critical risks, including misleading net income from non-cash derivative gains, substantial doubt about going concern, and significant Nasdaq delisting risks due to multiple compliance violations - The company explicitly warns that its reported net income for Q2 2023 is unrelated to actual performance and is a non-cash result of GAAP accounting for derivative liabilities, which move inversely to the company's stock price[215](index=215&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern due to insufficient cash to fund operations for one year[216](index=216&type=chunk)[217](index=217&type=chunk) - The company faces a significant risk of being delisted from Nasdaq due to multiple violation notices concerning stockholder approval requirements, voting rights rules, and minimum bid price rules[219](index=219&type=chunk)[228](index=228&type=chunk)[232](index=232&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period covered by this report - The company reported 'None' for this item[235](index=235&type=chunk) [Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - The company reported 'None' for this item[236](index=236&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is reported as not applicable, as the company is not engaged in mining operations - The company reported this item as 'Not applicable'[237](index=237&type=chunk) [Other Information](index=54&type=section&id=Item%205.%20Other%20Information) The company reported no other information required for Form 8-K disclosure during the quarter that was not already disclosed - The company reported 'None' for this item[238](index=238&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the 10-Q report, including corporate governance documents, preferred stock certificates, securities agreements, and certifications - The report includes numerous exhibits, such as amendments to Articles of Incorporation, Certificates of Designation for Series A, B, and C Preferred Stock, a Securities Purchase Agreement dated April 27, 2023, and Sarbanes-Oxley Act certifications[240](index=240&type=chunk)[241](index=241&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number 000-53361 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) | Nevada | | 30-0680177 | | --- | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 001-40701 ECOARK HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 30-0680177 | | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 001-40701 ECOARK HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 30-0680177 | | --- | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 303 Pearl Parkway, Suite 200, San Antonio, TX 78215 (Address of principal executive offices) (Zip Code) (800) 762-7293 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 001-40701 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 000-53361 ECOARK HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 30-0680177 | | --- | --- | ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller repor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR For the transition period from _______ to _______ Commission File Number 000-53361 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such short ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ECOARK HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 30-0680177 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 303 Pearl Parkway, Suite 200, San Antonio, TX | 78215 | | (Address of principal executive offices) | (Zip Code) | Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 000-53361 ECOARK HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Nevada | 30-0680177 | | --- | --- | ...