UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: December 31, 2023

¨ 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

RISKON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		30-0680177
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11411 Southern Highlands Pkwy, Suite 240, Las Vegas, NV		89141		(800) 762-7293
(Address of principal executive offices)		(Zip Code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which
registered

Common Stock, $0.001 par value per share

ROI

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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

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 during the past 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 x 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark 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	x	Smaller reporting company	x
		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 standards 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 x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 32,634,808 shares of common stock as of February 16, 2024.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023	4

	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three and nine months ended December 31, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	37

Item 3.	Defaults Upon Senior Securities	37

Item 4.	Mine Safety Disclosures	37

Item 5.	Other Information	37

Item 6.	Exhibits	38

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this report and our Annual Report on Form 10-K for the year ended March 31, 2023, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements in this Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

RISKON INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	December 31, 2023			March 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	101,487		$	65,838
Accounts receivable		63,246			-
Investment - White River Energy Corp. (“WTRV”)		9,224,785			9,224,785
Prepaid expenses and other current assets		376,360			1,200,157
Assets in bankruptcy		-			21,911
Current assets of discontinued operations held for sale		60,860			1,302,709
TOTAL CURRENT ASSETS		9,826,738			11,815,400

Property and equipment, net		336,593			323,816
Intangible assets, net		5,892,389			6,204,339
Right-of-use assets, operating leases		264,519			-
Other non-current assets		256,000			-
Non-current assets in bankruptcy		124,973			4,447,891
Non-current assets of discontinued operations/held for sale		259,790			984,071
TOTAL ASSETS	$	16,961,002		$	23,775,517

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	10,813,484		$	3,503,179
Accrued liabilities		922,498			1,101,447
Dividends payable		1,342,259			-
Derivative liabilities		1,375,063			19,862,226
Notes and related party advances		944,739				-
Current portion of long-term debt		313,860			311,542
Advances - former parent of Bitnile.com, Inc. (“BNC”)		3,760,857			5,782,643
Liabilities in bankruptcy		3,259,928			3,061,430
Current portion of convertible note payable		4,559,619			-
Current portion of lease liability - operating leases		16,765			-
Current liabilities of discontinued operations/held for sale		1,750,910			3,569,672
TOTAL CURRENT LIABILITIES		29,059,982			37,192,139

LONG TERM LIABILITIES
Operating lease liability, non-current		219,492			-
Long-term debt net of current portion		132,336			149,716
Non-current liabilities of discontinued operations/held for sale		1,108,955			377,786
TOTAL LIABILITIES		30,520,765			37,719,641
Commitment and contingencies
SHAREHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares authorized; Series A Preferred stock, 703 and 882 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively		-			-
Series B Preferred stock, 8,883.4 and 8,637.5 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively		-			-
Series C Preferred stock, 1,401.3 and 1,362.5 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively		-			-
Series D Preferred stock, 611.2 and 0 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized; 10,734,744 and 1,383,832 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively		10,735			1,384
Additional paid-in capital		224,229,296			199,062,577
Accumulated deficit		(232,241,623	)		(208,677,438	)
Total shareholders’ deficit before non-controlling interest		(

SEC Form 10-Q filed by RiskOn International Inc.