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CORRESP
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    MICHAEL
    D. HARRIS
    DIRECT
    DIAL:

    (561)
    471-3507

    ALSO
    ADMITTED IN

    NEW
    YORK
    E-MAIL
    ADDRESS:

    mharris@nasonyeager.com

March
29, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
DC 20549

    Re:
    White
    River Energy Corp

    Registration
    Statement on Form S-1

    File
    No. 333-268707

Ladies
and Gentlemen:

We
are counsel to White River Energy Corp (the “Company”) and respond on its behalf as to Comments 10-12 to the Staff’s
comment letter dated March 24, 2023 which comments requires legal analysis. To the extent that these responses require factual matters,
we have relied primarily upon public information and in a few places upon facts proved by the Company’s management.

 10. The
                                            prior legal analysis provided with regard to investment company and investment adviser status
                                            was not sufficiently detailed and did not provide the staff with a sufficient basis to evaluate
                                            the Company’s analysis. Accordingly, please provide a detailed legal analysis regarding
                                            whether (A) the Company and (B) each of its subsidiaries meet the definition of an “investment
                                            company” under Section 3(a)(1)(A) of the Investment Company Act of 1940 (“Investment
                                            Company Act”). In your response, please address the Company and each subsidiary separately
                                            and please also address in detail, for each such entity, each of the factors outlined in
                                            Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual
                                            support for your analysis of each such factor.

Securities
and Exchange commission

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2 of 13

March
29, 2023

Response:
Before we address the Staff’s request to address each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC
426 (1947) (“Tonopah”), which is readily distinguishable, we start our analysis with the seminal and only appellate
case, SEC v. National Presto Industries, Inc., 486 F.3d 305 (7th Cir. 2007) (“Presto”). Judge Easterbrook’s
unanimous opinion gave each factor equal weight but more importantly stated that “the Commission thought in Tonopah that
what principally matters is the beliefs the company is likely to induce in investors. Will its portfolio and activities lead investors
to treat a firm as an investment vehicle or as an operating enterprise?” Id. at 316. The Court continued: “Reasonable
investors would treat Presto as an operating company rather than a competitor with a closed-end mutual fund.” Id.

As
this letter examines each of the five factors, it becomes quite clear that based upon the Company’s public filings and its website,
reasonable investors must conclude the Company is an operating company actively engaged in the exploration, drilling, completion and
management of oil and gas interests.

Section
3(a)(1)(A) of the Investment Company Act (the “Act”) includes in its definition of “investment company” any
issuer which “is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of
investing, reinvesting, or trading in securities.” As described in the response to Comment 11, only a very small proportion of
the Company and its consolidated subsidiaries’ total assets are comprised of investment securities. Further, as discussed in
more detail below in this response, neither the Company nor any of its consolidated subsidiaries is or holds itself out to be
engaged primarily in the business of investing, reinvesting, or trading in securities, if at all, such that Section
3(a)(1)(A) would not apply. Set forth below is discussion and analysis of the applicability of the five factors set forth in Tonapah
in which the the Commission evaluated whether exemptive relief should be granted to an enterprise which fell within the definition
of an “investment company” under Section 3(a)(1)(C)1 has
based on over 40% of its total assets being investment securities. These factors are: (1) the company’s historical
development, (2) the company’s public representations of its policies, (3) the activities of its officers and directors, (4)
the nature of its present assets, and (5) the sources of its present income. Each of these factors is discussed separately in the
analysis that follows.

The
Company:

The
applicability of each of the Tonopah factors to the Company are discussed and analyzed below.

Historical
Development

As
disclosed in the Company’s previous filings with the Commission, the Company was established in November 2011 in the State of Nevada
under the name TabacaleraYsidron, Inc. to introduce premium cigars to the United States as a cigar broker. The Company later transitioned
to operating as an early-stage life sciences and technology company in August 2015 pursuing the development of bio-pharmaceuticals to
treat autoimmune diseases, and changed its name to “Mount Tam Biotechnologies, Inc.”

On
September 26, 2019, the Company entered into an Agreement and Plan of Merger pursuant to which the Company acquired Banner Midstream
Corp. (“Banner Midstream”), a Delaware corporation engaged in oil and gas exploration, drilling, and production operations
as well as the provision of transportation services to the oil and gas drilling operations of third parties.

1
Formerly Section 3(a)(3) of the Act.

Securities
and Exchange commission

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3 of 13

March
29, 2023

On
March 27, 2020, the Company then known as Banner Energy Services Corp. sold Banner Midstream to Ecoark Holdings, Inc. (“Ecoark”)2
in exchange for shares of Ecoark common stock in addition to Ecoark assuming all of the debt of Banner Midstream. As a result of
this transaction as of its closing the Company’s sole assets were the Ecoark common stock, such that it qualified as an “investment
company” at that time. As disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2020, the Company intended
to sell a sufficient number of these shares for cash in fiscal year 2021, and to locate and acquire an operating business, to terminate
its status as an investment company. It ultimately liquidated the Ecoark stock so that by January 2022, the stock constituted less than
40% of the Company’s assets, excluding cash.3

On
March 18, 2021, prior to the one-year anniversary of the sale of Banner Midstream to Ecoark, the Company formed Norr LLC, a Nevada limited
liability company as its wholly-owned subsidiary (“Norr”), and thereby commenced operations as a sports equipment and apparel
manufacturer and retailer. On March 23, 2021, the Company engaged the services of two consultants and entered into consulting agreements
through Norr to build its newly formed business.

On
September 9, 2021, the Company formed Elysian Premium Corp., a Colorado corporation as its wholly-owned subsidiary (“Elysian”),
for the purpose of engaging in retail cannabis operations. On December 2, 2021, Elysian and the Company entered into a joint venture
agreement with two other cannabis-related enterprises in which the parties agreed to cooperate in the opening and operation of cannabis
distribution facilities in California.

On
July 25, 2022 the Company entered into a Share Exchange Agreement with Ecoark pursuant to which that day the Company acquired 100%
of the outstanding shares of capital stock of White River Holdings Corp. White River Holdings Corp. (“White River
Holdings” or “Holdings”) from Ecoark in exchange for 1,200 shares of non-voting Series A Convertible Preferred
Stock of the Company (the “Series A”). As a result of its acquisition of White River Holdings, the Company again
began operations as an oil and gas business, which includes exploration, drilling and production operations.

On
September 2022, the Company divested Norr and Elysian to focus exclusively on the oil and gas business.

We
recognize that until some point in time prior to January 2022, the Company’s ownership of Ecoark common stock caused its ownership
of “investment securities”, or Ecoark stock, to exceed the 40% test of Section 3(a)(1)(C) of the Act. Nonetheless, as we
explain later, the Company was a “transient” investment company but more importantly the Ecoark stock was never in essence
an “investment” but rather was used as a “cash equivalent,” as it was liquidated pursuant to the Company’s
plan upon inception. See the Form 10-K for the year ended December 31, 2019 at page 1 where the Company described its plan “to
sell these shares for cash in fiscal year 2021….” Any sale in one day (or a short period) would have severely punished the
Company’s shareholders due to the lack of liquidity of the Ecoark stock at that time. At the time, the Company had one officer
and director who had to balance his fiduciary duty of maximizing the value of this asset with legal compliance. Given that his goal was
to sell the Ecoark stock at prices as high as possible and establish a business during this one year period, the fact that it took longer
to sell the stock than planned should not result in punishing the Company and its shareholders. At no time did the Company publicly disclose
any goal to invest in the Ecoark stock and at all times its goal was to become an operating company, not an investment company. In other
words, the stock was the equivalent of cash since the Company clearly announced its intent to sell it and use the proceeds to pay its
expenses rather than seeking capital appreciation from the stock. See the key factors outlined by the Staff in Medidentic Mortgage
Investors (No-Action Letter May 23, 1984).

2
Ecoark has since changed its name to “BitNile Metaverse, Inc.” in March 2023.

3
By January 2022, the stock had all been sold. See Note 13 to the Form 10-K for the year ended December 31, 2022 (all stock sold
by February 24, 2022).

Securities
and Exchange commission

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4 of 13

March
29, 2023

As
the foregoing corporate history demonstrates, with the exception of the period between March 2020 and February 2022 when the Company
was a “transient” or “inadvertent” investment Company, during the Company’s history it engaged in or proposed
to engage in activities as an operating enterprise and not an investment company.

While
it was a transient investment company during the aforementioned period, the Company relied on Rule 3a-2 under the Act, which affords
such companies a 12-month window within which to cease being an investment company. As required by this Rule, the Company had a bona
fide intent of establishing non-investment company operations (as reflected in its Commission filings made during the relevant
times), and its Board of Directors which at the time consisted of a single member also adopted a resolution to that effect. See Verde
Ventures Inc., 1988 WL 234278 ( No - Action Letter Apr. 27, 1988), wherein the Staff noted that transient investment company
status lasting beyond one year does not necessarily require registration as an investment company, depending on the application of
factors including the company’s officers’ good faith efforts to attempt to invest in an non-investment (operating)
business. Further, the fact that the Company transitioned between different business focuses and operations during its existence
similarly does not alter this analysis. See Presto at 314 where the Court confirmed that an enterprise transitioning between
business focuses does not support a conclusion of investment company status.4

Given
the limited activities of the Company and the clear goal of liquidating all Ecoark stock, this does not seem to be “extraordinary
circumstances” which might have resulted in receiving no-action relief. Metropolitan Realty Corp. (No-Action letter Nov.
15, 1989).

Public
Representations of Policies

With
the exception of the period discussed above, the Company’s public disclosures, including its filings with the Commission,
press releases and website, all contain information which a reasonable investor would understand and interpret to suggest that it
either was or endeavored to be an operating business and not an investment company. Even during its time as a transient investment
company, the Company made clear to the public through its filings with the Commission that its intent was to cease its status as a
transient investment company in time to avoid becoming subject to the requirements of the Act.5

4
In Presto, the Court stated “Perhaps one could have applied the ‘purports to be looking for acquisitions’
label to Presto in the 1980s and 1990s, but one could not say that Presto had withdrawn from active business operations in the meantime.
It continued selling both consumer and military products. It changed from a manufacturer to a firm that was (principally) a designer
and marketer of products assembled by others, but this did not make Presto less an operating enterprise. Many other firms have made a
similar transition (Apple comes to mind) without being thought to have evolved into mutual funds.” 486 F.2d at 314.

5
See for example page 1 of the Company’s 2020 Form 10-K, wherein the Company discloses: “[T]he Company’s primary
asset is currently 175,295 shares of Ecoark common stock post-reverse stock split as of December 31, 2020 and 167,508 as of January 26,
2021. Because the Company holds these shares and has no other assets, we are currently an “investment company” as such term
is defined under the 1940 Act. The Company intends to sell a sufficient number of these shares for cash in fiscal year 2021 to terminate
its status as an investment company under the 1940 Act.”

Securities
and Exchange commission

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5 of 13

March
29, 2023

The
Prospectus to which this response letter relates states in relevant part on page 1, with similar disclosure elsewhere, that “White
River is a holding company which beginning in late July 2022 operates in the oil and gas exploration and drilling industry 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.”

Similarly,
the Company’s website described the Company as “[b]ased in Fayetteville, Arkansas, White River is a public company
engaged in oil and gas exploration, production and drilling operations. We operate on over 30,000 cumulative acres of active oil and
gas mineral leases in Louisiana and Mississippi. Our vertical integration allows us to streamline lease acquisition, drilling procedures
and all other operations seamlessly.”6

The
above-described public disclosure since the July 2022 acquisition would not lead a reasonable investor to believe the Company was engaged
in anything other than the operations on which it is focused in the oil and gas industry, which is a critical element in the analysis.7
It is also markedly different from certain disclosure that was at issue in Tonopah, such as that its directors and officers
were experienced in evaluating mining “investments,” and that that company sought to obtain properties showing a “reasonable
prospect of substantial appreciation.”8 In this regard, the Company is more akin to Presto, wherein the Court
stated that “[a]n investor in the market for a mutual fund, a hedge fund, or any other investment pool would not dream of turning
to Presto, whose net income can increase or decrease substantially as a result of b