UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-12G
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
Himalaya
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
(formerly
Homeland Resources Ltd)
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Nevada
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26-0841675
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1
E Erie St, Ste 525 Unit #2420, Chicago, IL
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60611
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(630)
708-0750
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Securities
to be registered pursuant to Section 12(g) of the Act:
Common
Stock $0.0001 Par Value per share
Preferred
Stock Class A $0.0001 Par Value per share
Preferred
Stock Class B $0.0001 Par Value per share
Preferred
Stock Class C $0.0001 Par Value per share
Indicate
by check mark whether the registrant is a large accelerated & filer, an accelerated & filer, a non-accelerated & filer,
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.
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Large
accelerated & filer ☐
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Accelerated
& filer ☐
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Non-accelerated
& filer ☐
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Smaller
reporting company ☒
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Emerging
growth company ☐
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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.
☐
Item
1. Business.
Some
of the statements contained in this registration statement on Form 10 of Himalaya Technologies, Inc. (hereinafter the “Company”,
“we” or the “Company”) discuss future expectations, contain projections of our plan of operation or financial
condition or state other forward- looking information. In this registration statement, forward-looking statements are generally identified
by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”,
and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or
plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and
other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking
information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s
securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this Registration
Statement. Important factors that may cause actual results to differ from projections include, for example:
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the
success or failure of Management’s efforts to implement the Company’s plan of operation;
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the
ability of the Company to fund its operating expenses;
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the
ability of the Company to compete with other companies that have a similar plan of operation;
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the
effect of changing economic conditions impacting our plan of operation;
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the
ability of the Company to meet the other risks as may be described in future filings with the SEC.
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Himalaya
Technologies, Inc. a/k/a Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of Nevada on
July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New
Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as
well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration
and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2021. Over
the past few years, the company generated approximately $1,500 per year of net revenue from these leases. We have an agreement in principle
to divest the mineral, oil and gas properties to the Company’s former CEO and are also entertaining offers from the owner of the
properties and assume control of and/or purchase the assets, though no formal agreement has been signed. Our intended plan of operations
is to develop and enhance our social site Kanab.Club targeting health and wellness in the cannabis media market supplemented by strategic
acquisitions and investments in GenBio, Inc. and other potential to be determined opportunities. On June 28, 2021 the Company amended
its articles to change the name of the Company to Himalaya Technologies Inc.
Our
business plan includes completing our social site Kanab.Club targeting health and wellness based in the cannabis market, generating revenues
from advertising and subscriptions, incorporating social media site into the site, and marketing our planned 19.9% investment GenBio,
Inc.’s health and wellness products targeting anti-inflammatory nutraceuticals to consumers. In the future, in partnership with
GenBio, Inc., we plan to introduce a health and wellness energy and anti-inflammatory beverage product under the brand “FOMO”
or other to drive growth. We are currently in discussions with co-pack and distribution companies, and GenBio, Inc. is formulating its
extracts and obtaining laboratory certification for this planned consumer beverage.
We
have not yet completed the acquisition assets of OTC WATCH LLC. Based on the due diligence that has been performed we have canceled the
proposed transaction.
On
November 28, 2021 we issued 99,868 series B preferred shares of HMLA stock for 2,036,188 common shares of GENBIO Inc., representing 19.99%
ownership. The GENBIO transaction is being accounted for as an investment on our balance sheet. We will not consolidate GENBIO’s
financial statements.
KANAB.CLUB
is an information portal which does not touch the flower; we do not offer e-commerce services at this time and, given these matters,
do not believe regulatory oversight or rules of law are a risk factor to our business.
We
are in preliminary discussions with industry executives with contacts in the co-pack and distribution markets for canned and bottled
beverages, though there can be assurances we will be successful in engaging any of these contacts for development of our pre-formulation
pre-launch wellness beverage.
Item
1A. Risk Factors.
Set
forth, under the caption “Risk Factors,” where appropriate, the risk factors described in Item 105 of regulation S-K (§
229.105 of this chapter) applicable to the registrant. Provide any discussion of risk factors in plain English in accordance with Rule
421(d) of the Securities Act of 1933 (§230.421(d) of this chapter). Smaller reporting companies are not required to provide the
information required by this item.
Substantial
Doubt About the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the consolidated financial statements, the Company had operating losses for the years ended July 31, 2021 and 2020, and had a working
capital deficit and an accumulated deficit at July 31, 2021. These factors raise substantial doubt about its ability to continue as a
going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 3. The
financial statements do not include adjustments that might result from the outcome of this uncertainty.
In
view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a
significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months.
To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do
so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place,
no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve
substantial dilution to existing investors.
The
Company’s shares of common stock are traded from time to time on the OTC Pink Sheet Market. Our common stock is traded on the OTC
Pink Sheet Market. There can be no assurance that there will be a liquid trading market for the Company’s common stock following
an acquisition. In the event that a liquid trading market commences, there can be no assurance as to the market price of the Company’s
shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
The
Company’s CEO owns 1,000,000 shares of the preferred C series stock, Each share of Preferred C series stock has voting rights of
100,000 votes per share, thus giving him a controlling interest in the Company’s securities.
Our
CEO and directly and indirectly owns or controls 300,000 shares of our series B preferred stock and 1,000,000 shares of our Series C
Preferred stock thus making him a control person with the majority shareholder vote of the Company. This concentration of control may
result in reduced investor interest in our common shares as minority positions. This could cause the minority shareholders to be unable
to liquidate the positions
Our
common stock is subject to the Penny Stock Rules of the SEC and the trading market in our common stock is limited, which makes transactions
in our stock cumbersome and may reduce the value of an investment in our common stock.
The
Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes
relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 require:
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that
a broker or dealer approve a person’s account for transactions in penny stocks; and
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the
broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
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In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
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obtain
financial information and investment experience objectives of the person; and
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make
a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
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The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form:
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sets
forth the basis on which the broker or dealer made the suitability determination; and
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that
the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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Generally,
brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.
State
blue sky registration; potential limitations on resale of the Company’s common stock
The
holders of the Company’s shares of common stock registered under the Exchange Act and those persons who desire to purchase them
in any trading market that may develop in the future, should be aware that there may be state blue-sky law restrictions upon the ability
of investors to resell the Company’s securities. Accordingly, investors should consider the secondary market for the Company’s
securities to be a limited one.
It
is the intention of the Company’s Management following the consummation of an acquisition to seek coverage and publication of information
regarding the Company in an accepted publication manual which permits a manual exemption. The manual exemption permits a security to
be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in
a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing
entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss
statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual
exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued
securities.
Most
of the accepted manuals are those published by Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service,
and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize
securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do
not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont
and Wisconsin.
Item
2. Financial Information.
Management’s
Plan of Operation
The
following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words
such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”,
“believe”, and other words and terms of similar meaning in connection with any discussion of future operating or financial
performance. From time to time, we also may provide forward- looking statements in other materials we release to the public.
Overview
Our
business plan includes completing our social site Kanab.Club targeting health and wellness based in the cannabis market, generating revenues
from advertising and subscriptions, incorporating the OTC WATCH LLC social media site into the site, running it independently as a general
investor forum, and marketing our planned 19.9% investment GenBio, Inc.’s health and wellness products targeting anti-inflammatory
nutraceuticals to consumers. In the future, in partnership with GenBio, Inc., we plan to introduce a health and wellness energy and anti-inflammatory
beverage product under the brand “FOMO” or other to drive growth. We are currently in discussions with co-pack and distribution
companies, and GenBio, Inc. is formulating its extracts and obtaining laboratory certification for this planned consumer beverage.
Our
100% owned business Kanab Corp is a pre revenue company and will require substantial investment to perfect its platform and market it
to customers which include stock investors. We are currently forming a 12-18 month budget to develop these businesses by adding mobile
apps, e-commerce, online dating, blogs, forums, video etc.
Revenues
The
Company had net revenues of $0 in our three months ended October 31, 2021 as compared to $0 in three months ended October 31, 2020.
Expenses
The
Company had total general and administrative expenses of $20,021 in the three months ended October 31, 2021, as
compared to $10,326 in the three months ended October 31, 2020. The increase in general and administrative expense was due to
the Company being taken over and bring the Company current.
Income
The
Company had a net income of $32,909 in the three months ended October 31, 2021 as compared to net loss of $65,257 in the three
months ended October 31, 2020. The net income for the three months ended October 31, 2021 included $54,930 in other income and
expense.
Three
months ended October 31, 2021 compared to the three months ended October 31, 2020 Liquidity and capital resources
At
October 31,2021, the Company had a cash balance of $5,941 and working capital deficit of $1,050,268 compared with a cash balance
of $28,618 and a working capital deficit of $1,154,009 at July 31,2021. The decrease in working capital deficit was due
to conversion of debt during the three months ended October 31, 2021.
Cash
Flows from Operating Activities
During
the three months ended October 31, 2021, cash flows used in operating activities was $22,063 compared with provided by $38,793
of cash flow during the three months ended October 31, 2020. The decrease in cash flow from operating activities was due the expenses
to continuing to bring the Company current in the three months ended October 31, 2021.
Cash
Flows from Investing Activity
During
the three months ended October 31, 2021, cash flows used in investing activities were $0 compared to cash flow used for investing
activities of $0 for the three months ended October 31, 2020.
Cash
Flows from Financing Activities
During
the three months ended October 31, 2021, cash used for financing activities was $614 as compared cash used in financing activities
of $1,500 for the three months ended October 31, 2020.
Revenues
The
Company had net revenues of $0 in our fiscal year ended July 31, 2021, as compared to $0 in fiscal year ended July 31, 2020.
Expenses
The
Company had total general and administrative expenses of $44,717 in the year ended July 31,2021, as compared to $2,400 in the
year ended July 31,2020. The increase in general and administrative expense was due to the Company being taken over and bring the Company
current.
Income
The
Company had a net income of $32,853 in the year ended July 31, 2021 as compared to net loss of $278,880 in the year ended July
31, 2020. The net income for the year ended July 31, 2021 included $276,480 in other income and expense.
Year
ended July 31, 2021 compared to the year ended July 31, 2020 Liquidity and capital resources
As
at July 31,2021, the Company had a cash balance of $28,618 and working capital deficit of $1,154,009 compared with a cash balance
of $0 and a working capital deficit of $1,328,550 at July 31, 2020. The decrease in working capital deficit was due to payment of and
settlement of debt in the year ended July 31, 2021.
Cash
Flows from Operating Activities
During
the year ended July 31, 2021, cash flows used in operating activities was $28,583 compared with provided by $1,500 of cash flow
during the year ended July 31, 2020. The decrease in cash flow from operating activities was due the expenses to bring the Company current
in the year ended July 31, 2021.
Cash
Flows from Investing Activity
During
the year ended July 31, 2021, cash flows used in investing activities were $0 compared to cash flow provided by investing activities
of $0 for the year ended July 31, 2020.
Cash
Flows from Financing Activities
During
the year ended July 31, 2021, cash provided by financing activities was $57,201 as compared cash used in financing activities
of $1,500 for the year ended July 31, 2020.
Item
3. Properties.
The
Company’s corporate office is located at 1 E Erie St, Ste 525 Unit #2420, Chicago, IL 60611.
The
Company currently has an interest in two oil and gas leases. During the years ended July 31, 2021 and 2020, the leases generated minimal
revenue and expense. The Company is currently in negotiations with the prior CEO to distribute these leases in payment of loan payable
and is talking to other potential buyers of the assets, though no formal agreement has been reached.
Item
4. Security Ownership of Certain Beneficial Owners and Management.
The
following table sets forth information regarding the beneficial ownership of our common stock as of July 31, 2021. The information in
this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock;
each of our directors; each of our executive officers; and our executive officers and directors as a group.
Beneficial
ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect
to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to
the number of shares indicated as beneficially owned by them.
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Name of Beneficial Owner
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Common Stock Beneficially Owned (1)
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Percentage of
Common Stock Owned (1)
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Vikram P Grover
2810 Bristol Dr #309
Lisle, IL 60532
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301,000,000
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72.0
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%
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(1)
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Applicable
percentage ownership is based on 448,933,638 diluted shares outstanding, including 127,933,638 shares of common stock outstanding
plus 1,000,000 share of preferred Class C shares convertible to 1,000,000 shares of common stock plus 320,000 shares of Preferred
Class B shares convertible to 320,000,000 shares of common stock as of September 17, 2021. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect
to securities.
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(2)
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Vikram
P Grover is the sole officer and director of the Company at present.
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,Item
5. Directors and Executive Officers.
The
following table sets forth the names and ages of the member of our Board of Director and our executive officers and the positions held
by each.
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Name
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Age
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Title
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Vikram
P Grover
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52
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CEO
and Chairman
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Vikram
Grover has 25 years-experience on Wall Street as an equity research analyst, investment banker and consultant that has been advising,
financing, and launching businesses for several years. He has worked at Thomas Weisel Partners Group, Inc. (now Stifel Nicolaus), Needham&
Co., Source Capital Group, Inc. and Kaufman Bros., LLC in various capacities ranging from Director of Research, Senior Managing Director
Investment Banking, and Managing Director Equity Research covering Telecommunications, Media, and Technology (“TMT”) companies.
From 1995 – 2015, Vikram Grover worked in various capacities on Wall Street as a FINRA registered representative, including sell-side
equity research, investment banking, and financial advisory services. From 2015 – 2017, he was CEO of Good Gaming, Inc., a publicly-traded
operator of eSports tournaments and content services. From 2019 to today, he has been CEO, CFO, Secretary and Director of FOMO CORP.,
a publicly traded business incubation platform for tech companies. Effective June 2021, he was named CEO, CFO, Secretary and Director
of Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (OTC:HMLA), a publicly traded health and wellness holding company. Since
2015, Mr. Grover has also provided management consulting services under the d/b/a “IX Advisors”. He has a Bachelor’s
Degree from the University of California San Diego, a Master of Science in Management (“MSM”) from the Georgia Institute
of Technology, and has passed all levels of the Chartered Financial Analyst (“CFA”) exam.
Section
16(a) Compliance
The
Company does not have any person who owns 10.0% or more of the Company’s common stock. The Company CEO owns 1,000,000 of the Company’s
Preferred C series shares. These share have voting rights of 100,000 votes per share and are convertible into 1,000,000 shares of common
stock. This gives the Company CEO controlling interest in the securities issued.
Item
6. Executive Compensation.
During
the fiscal years ended July 31, 2021 and 2020, the Company did not pay any executive compensation.
Item
7. Certain Relationships and Related Transactions, and Director Independence.
The
Company purchased KANAB CORP. on July 31, 2021. KANAB CORP. was owned by our current CEO and a Company that that our current CEO has
a controlling interest in (FOMO CORP.; OTC: FOMC).
The
Company was not a party to any other transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average of our
assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our common stock, or
any member of the immediate family of any such person have or will have a direct or indirect material interest and no such transactions
are currently proposed.
The
Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews
potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves
or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to
the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or
services at the time they are authorized by the Board.
The
Company has one full time employee and two independent contractors supporting finance, corporate development, investor relations and
human resources, with part-time contractors also engaged for web design services, EDGAR filing services and audit work.
The
Company’s subsidiaries have combined two full time employees.
Item
8. Legal Proceedings.
The
Company does not have any legal proceedings that would have a material effect on the financial statements.
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
Market
Information
Our
common stock is currently quoted on the OTC market “Pink Sheets” under the symbol HMLA. For the periods indicated, the following
table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail
markup, markdown, or commission and may not necessarily represent actual transactions.
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Price Range
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Period
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High
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Low
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Year ended July 31, 2021
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First Quarter
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$
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0.0045
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$
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0.0045
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Second Quarter
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$
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0.0138
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$
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0.0138
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Third Quarter
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$
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0.0051
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$
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0.0051
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Fourth Quarter
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$
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0.0140
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$
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0.0072
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Year ended July 31, 2020
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First Quarter
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$
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0.0320
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$
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0.0201
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Second Quarter
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$
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0.0081
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$
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0.0053
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Third Quarter
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$
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0.0039
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$
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0.0032
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Fourth Quarter
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$
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0.0069
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$
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0.0049
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As
of September 15, 2021, our shares of common stock were held by approximately 34 stockholders of record. The transfer agent of our common
stock is Transhare located at 17755 North US Highway 19, Suite 140, Clearwater, FL 33764, (303)662-1112.
Dividends
Holders
of common and preferred stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available
therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends
in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions
in our articles of incorporation or bylaws that restrict us from declaring dividends.
Securities
Authorized for Issuance Under Equity Compensation Plans
No
equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years
ended July 31, 2021 and 2020.
Item
10. Recent Sales of Unregistered Securities.
During
the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000.
The Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares (130
million authorized) which are convertible into 50 shares of common shares for each share, Class B shares (20 million authorized), which
are convertible into 1,000 shares of common shares for each share and Class C shares (one million authorized), which are convertible
into 1 shares of common shares for each share. There are ninety nine (99) million shares of preferred shares authorized that have not
been assigned a class at this time for future requirements.
On
July 31, 2021 the Company issued 300,000 shares of Class B preferred for the acquisition of KANAB CORP.
On
July 31, 2021 the Company issued 1,000,000 shares of Class C preferred to the new Company CEO.
During
the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into 22,187,901 shares of common stock.
Item
11. Description of Registrant’s Securities to be Registered.
The
following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference
is made to the more detailed provisions of our Certificate of Incorporation and by-laws, copies of which are filed herewith.
Common
Stock
Our
Certificate of Incorporation authorize the issuance of 1,000,000,000 shares of common stock, par value $0.001. Our holders of shares
of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do
not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from
time to time by the board of directors in its discretion from legally available funds. In the event of a liquidation, dissolution or
winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all
liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion
or redemption rights or sinking fund provisions with respect to the common stock.
Preferred
Stock
The
Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares which
are convertible into 50 shares of common shares for each share, Class B shares, which are convertible into 1,000 shares of common shares
for each share and Class C shares, which are convertible into 1 shares of common shares for each share. The Class A shares (130 million
authorized) are entitled to one (1) vote per share and convertible into 50 shares of common stock per share. The Class B shares (20 million
authorized) are entitled to one (1) vote per share and convertible into 1,000 shares of common stock per share. The Class C shares (one
million authorized) are entitled to 100,000 votes per share and convertible into 1 share of common stock per share. There are ninety
nine (99) million shares of preferred shares authorized that have not been assigned a class at this time for future requirements.
Dividends
Dividends,
if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends,
if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations
and accordingly, the board of directors does not anticipate declaring any dividends prior to an acquisition transaction, nor can there
be any assurance that any dividends will be paid following any acquisition.
Item
12. Indemnification of Directors and Officers.
Our
articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is
threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of
Brenham or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or
of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis
of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving
as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General
Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.
Section
145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses
(including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if
such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was
unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses
actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if
such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant
to Section 102(b)(7) of the Nevada General Corporation Law, Article Seven of our articles of incorporation eliminates the liability of
a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:
|
|
●
|
from
any breach of the director’s duty of loyalty to us;
|
|
|
●
|
from
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
|
|
●
|
under
Section 174 of the Nevada General Corporation Law; and
|
|
|
●
|
from
any transaction from which the director derived an improper personal benefit.
|
Item
13. Financial Statements and Supplementary Data.
Himalaya
Technologies Inc
(Formerly
Homeland Resources LTD)
Consolidated
Balance Sheets
(Unaudited)
|
|
|
October 31, 2021
|
|
|
July 31, 2021
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
5,941
|
|
|
|
28,618
|
|
|
Total current assets
|
|
|
5,941
|
|
|
|
28,618
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
Website
|
|
|
10,003
|
|
|
|
10,586
|
|
|
Total other assets
|
|
|
10,003
|
|
|
|
10,586
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
15,944
|
|
|
$
|
39,204
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
232,162
|
|
|
$
|
227,238
|
|
|
Derivative liability
|
|
|
492,341
|
|
|
|
551,892
|
|
|
Loan from shareholder
|
|
|
96,700
|
|
|
|
97,000
|
|
|
Loan from affiliate
|
|
|
26,686
|
|
|
|
27,000
|
|
|
Loans payable due to non-related parties, net
|
|
|
208,320
|
|
|
|
279,497
|
|
|
Total current liabilities
|
|
|
1,056,209
|
|
|
|
1,182,627
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,056,209
|
|
|
|
1,182,627
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
Common stock; $0.0001 par value authorized: 1,000,000,000 shares at July 31, 2021 and 2020, respectively: issued and outstanding 127,933,638 and 97,734,883 at October 31 and July 31, 2021, respectively
|
|
|
12,793
|
|
|
|
9,773
|
|
|
Preferred stock Class A; $0.0001 par value authorized: 229,000,000 shares at October 31 and July 31, 2021, respectively: issued and outstanding 0 at July 31, 2021 and 2020, respectively: discretionary 1% dividend
|
|
|
-
|
|
|
|
-
|
|
|
Preferred stock Class B; $0.0001 par value authorized: 20,000,000 shares at October 31 and July 31, 2021: issued and outstanding 320,000 and 300,000 0 at October 31 and July 31,2021 respectively: discretionary 1% dividend
|
|
|
32
|
|
|
|
30
|
|
|
Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares at October 31 and July 31, 2021, respectively: and issued and outstanding 1,000,000 at October 31 and July 31, 2021,respectively: discretionary 1% dividend
|
|
|
100
|
|
|
|
100
|
|
|
Additional paid-in-capital
|
|
|
6,776,338
|
|
|
|
6,709,111
|
|
|
Accumulated deficit
|
|
|
(7,829,528
|
)
|
|
|
(7,862,437
|
)
|
|
Total stockholders’ deficit
|
|
|
(1,040,265
|
)
|
|
|
(1,143,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
15,944
|
|
|
$
|
39,204
|
|
The
accompanying notes are an integral part of these financial statements
Himalaya
Technologies Inc
(Formerly
Homeland Resources LTD)
Consolidated
Statement of Operations
(Unaudited)
|
|
|
For the Three Months Ended October 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
21,438
|
|
|
|
10,326
|
|
|
Amortization
|
|
|
583
|
|
|
|
-
|
|
|
|
|
|
22,021
|
|
|
|
10,326
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(22,021
|
)
|
|
|
(10,326
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(4,924
|
)
|
|
|
(38,155
|
)
|
|
Change in derivative liability
|
|
|
59,550
|
|
|
|
(17,152
|
)
|
|
Debt settlement gain (loss)
|
|
|
-
|
|
|
|
-
|
|
|
Other income
|
|
|
300
|
|
|
|
375
|
|
|
Interest income
|
|
|
4
|
|
|
|
1
|
|
|
Total other income (expenses)
|
|
|
54,930
|
|
|
|
(54,931
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
32,909
|
|
|
|
(65,257
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
32,909
|
|
|
$
|
(65,257
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common equivalent share outstanding, basic and diluted
|
|
|
76,274,181
|
|
|
|
75,546,982
|
|
The
accompanying notes are an integral part of these financial statements
Himalaya
Technologies Inc
(Formerly
Homeland Resources LTD)
Consolidated
Statement of Stockholders’ Deficit
(Unaudited)
|
|
|
Common
Stock
|
|
|
Preferred
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A
|
|
|
Class
B
|
|
Class
C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of
Shares
|
|
|
No
par
value
|
|
|
Number
of Shares
|
|
|
$0.0001
par value
|
|
|
Number
of Shares
|
|
|
$0.0001
par
value
|
|
|
Number
of
Shares
|
|
|
$0.0001
par value
|
|
|
Common
Stock
Issuable
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
deficit
|
|
|
Total
stockholders’
deficit
|
|
|
Balance,
July 31, 2020
|
|
|
75,546,982
|
|
|
$
|
7,555
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,559,185
|
|
|
$
|
(7,681,667
|
)
|
|
$
|
(1,114,927
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(65,257
|
)
|
|
|
(65,257
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
October 31, 2020
|
|
|
75,546,982
|
|
|
$
|
7,555.00
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,559,185
|
|
|
$
|
(7,746,924
|
)
|
|
$
|
(1,180,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
July 31, 2021
|
|
|
97,734,883
|
|
|
$
|
9,773
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
300,000
|
|
|
$
|
30
|
|
|
|
1,000,000
|
|
|
$
|
100
|
|
|
$
|
-
|
|
|
$
|
6,709,111
|
|
|
$
|
(7,862,437
|
)
|
|
$
|
(1,143,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible debt
|
|
|
30,198,755
|
|
|
|
3,020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
66,429
|
|
|
|
-
|
|
|
|
69,449
|
|
|
Shares
issued for services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
|
|
2
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
798
|
|
|
|
-
|
|
|
|
800
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,909
|
|
|
|
32,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
October 31, 2021
|
|
|
127,933,638
|
|
|
$
|
12,793
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
320,000
|
|
|
$
|
32
|
|
|
|
1,000,000
|
|
|
$
|
100
|
|
|
$
|
-
|
|
|
$
|
6,776,338
|
|
|
$
|
(7,829,528
|
)
|
|
$
|
(1,040,265
|
)
|
The
accompanying notes are an integral part of these financial statements
Himalaya
Technologies Inc
(Formerly
Homeland Resources LTD)
Consolidated
Statement of Cash Flows
(Unaudited)
|
|
|
For the three months ended October 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Cash flows provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
32,909
|
|
|
$
|
(65,257
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
Shares issued for services
|
|
|
800
|
|
|
|
-
|
|
|
Amortization expense
|
|
|
583
|
|
|
|
-
|
|
|
Loan Cost
|
|
|
(1,728
|
)
|
|
|
|
|
|
Change in derivative liability
|
|
|
(59,550
|
)
|
|
|
17,152
|
|
|
Increase (decrease) in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
4,923
|
|
|
|
2,400
|
|
|
Accrued interest on loans payable
|
|
|
-
|
|
|
|
84,498
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities
|
|
|
(22,063
|
)
|
|
|
38,793
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used for) Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used used in for Investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used for) Financing activities
|
|
|
|
|
|
|
|
|
|
Payment of related party loan
|
|
|
(300
|
)
|
|
|
(1,500
|
)
|
|
Payments to loan from affiliate
|
|
|
(314
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities
|
|
|
(614
|
)
|
|
|
(1,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
|
|
|
(22,677
|
)
|
|
|
37,293
|
|
|
Cash, beginning of period
|
|
|
28,618
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
5,941
|
|
|
$
|
37,293
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
Common stock issued for debt
|
|
$
|
761,456
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements
Himalaya
Technologies, Inc
(formerly
Homeland Resources Ltd)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note
1 –ORGANIZATION
Himalaya
Technologies, Inc. a/k/a/ Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of Nevada
on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New
Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as
well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration
and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2021. Over
the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2021
the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and in discussions
with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021 the Company amended its articles
to change the name of the Company to Himalaya Technologies, Inc.
Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America
(“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC).
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant
estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
Consolidation
For
the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly
owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated
in the consolidation.
Cash
Cash
consists of deposits in one large national bank. On October 31, and July 31, 2021, respectively, the Company had $5,941 and $28,618 and
in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks
on its cash in bank accounts.
Fair
Value of Financial Instruments
For
certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative
liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value
Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic
825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair
value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets
for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because
of the short period of time between the origination of such instruments and their expected realization and their current market rate
of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy
are defined as follows:
Level
1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level
3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
The
Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing
Liabilities from Equity,” and ASC 815.
We
have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance
with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We
recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes
in the fair value of the derivatives in the accompanying statement of operations.
Assets
and liabilities measured at fair value are as follows as of October 31, 2021:
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
|
492,341
|
|
|
|
|
|
|
|
|
|
|
|
492,341
|
|
|
Total liabilities measured at fair value
|
|
|
492,341
|
|
|
|
|
|
|
|
|
|
|
|
492,341
|
|
Assets
and liabilities measured at fair value are as follows as of July 31, 2021:
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
|
551,892
|
|
|
|
|
|
|
|
|
|
|
|
551,892
|
|
|
Total liabilities measured at fair value
|
|
|
551,892
|
|
|
|
|
|
|
|
|
|
|
|
551,892
|
|
Earnings
Per Share (EPS)
Basic
EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the
period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been
issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options
were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted
method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised
at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common
stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to
be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December
31, 2020 and 2019, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash
charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any
common stock equivalents on EPS is anti-dilutive during those periods.
Income
Taxes
The
Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under
this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
ASC
740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain.
When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while
others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.
The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals
or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement
with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured
as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated
interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits
is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
On
July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July
31, 2021 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed
that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination.
The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years
after they are filed. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s
decision to not file federal tax returns and plans on filing past returns and related 10-99 filings for compensation paid to prior management,
employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating
losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and
acquisitions.
Concentration
of Credit Risk
Cash
is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally
insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated
with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks
and Uncertainties
The
Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude
Oil and Natural Gas Properties
The
Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition,
exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and
geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative
costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural 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 capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
The
capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production
method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs
begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed
periodically based on a variety of factors, including management’s intention with regard to future exploration and development
of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under
full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset
retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”)
equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves,
based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c)
the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects
related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess
is charged to earnings.
Given
the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from
proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even
if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In
addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present
value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted
present value of the related proved crude oil and natural gas reserves.
The
crude oil and gas properties were fully depleted prior to July 31, 2019.
Revenue
Recognition
The
Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with
Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance
obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based
Compensation
The
Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted
to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation
expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible
Assets
The
Company’s intangible assets is the KANAB CORP. website, which was developed for external use. The Company carries these intangibles
at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated
to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized
as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future
revenue.
Goodwill
and Other Acquired Intangible Assets
The
Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically
for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets
acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth
quarter.
Recently
Issued Accounting Pronouncements
In
February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize
right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies,
ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting
period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will
have on our financial position and statement of operations.
Concentrations
The
Company recorded 100% of its other income from the operator of its crude oil and natural gas properties during the three months ended
October 31, 2021 and for the year ended July 31, 2021.
Note
3 – GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $7,829,528
as of October 31, 2021. The Company also had negative working capital of $1,050,268 on October 31, 2021, and had operating losses of
$22,021 and $10,326 for the three months ended October 31, 2021 and 2020, respectively. To date, these losses and deficiencies
have been financed principally through the issuance of common stock, loans from related parties and from third parties.
In
view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a
significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months.
To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do
so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place,
no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve
substantial dilution to existing investors.
Note
4 – ACQUISITION OF KANAB CORP
On
July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis development company, in exchange for 300,000 shares of Class
B preferred stock. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled by the Company’s
Chief Executive Office, the Company has accounted for the acquisition as an acquisition under common control, recorded at cost. The historical
value of the development costs at July 31, 2021 for the website design was $11,500. As an acquisition under common control, the results
of operations for KANAB CORP. are included in the consolidated results of operations for the year ended July 31, 2021. Although KANAB
CORP. has not generated any revenues, they have developed a website that is currently active. The website is www.kanab.club.
The
following summarizes the acquired intangible assets:
|
|
|
October 31,
|
|
|
July 31,
|
|
|
|
|
2021
|
|
|
2021
|
|
|
Intangible assets
|
|
$
|
11,500
|
|
|
$
|
11,500
|
|
|
Accumulated amortization
|
|
|
(1,497
|
)
|
|
|
(914
|
)
|
|
|
|
$
|
10,003
|
|
|
$
|
10,586
|
|
Note
5 – LOANS PAYABLE DUE TO RELATED PARTIES
As
of October 31, 2021, the Company’s former chief executive officer had an outstanding balance of $96,700. The loan is non-interest
bearing and due on demand. The Company is in discussions with the executive to resolve this amount by divesting the Company’s oil
interests to him.
Note
6 - CONVERTIBLE NOTE PAYABLES
The
Company had convertible note payables with three third parties with stated interest rates ranging between 10% and 12% and 22% default
interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate
authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability
in the accompanying interim financial statements. As of October 31, 2021, the Company had the following third-party convertible notes
outstanding:
|
|
|
Lender
|
|
Origination
|
|
Maturity
|
|
Amount
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note*
|
|
KBM Worldwide Inc
|
|
12/29/14
|
|
10/1/15
|
|
|
56,820
|
|
|
|
22
|
%
|
|
Note
|
|
GS Capital
|
|
6/29/21
|
|
6/29/22
|
|
|
151,500
|
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
208,320
|
|
|
|
|
|
|
Discount
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
208,320
|
|
|
|
|
|
*Note
is currently in default. The default interest rate of 22% is being charged. When the registration becomes effective, the lender may convert
the loan into common shares of stock. The loan can be converted into common shares at a price of 60% of the lowest trading price for
the twenty (20) prior trading days including the day the conversion notice is received.
The
convertible note for GS Capital converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including
the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of
conversion. The note theoretically today would convert into 130,603,448 common shares.
The
notes for KBM Worldwide convert at a price of 61% of the average of the lowest five trading price for the last ten (10) trading days
ending on the latest trading date prior to date of conversion to and including the date of notice of conversion. The number of shares
that the loan can be converted into depends on the trading price at the time of conversion. The note theoretically would convert into
46,573,459 common shares.
During
the three months ended October 31, 2021, third-party lenders converted $69,449 of principal and interest into 30,198,755 shares of common
stock.
The
variables used for the Black-Scholes model are as listed below:
|
|
|
October
31,2021
|
|
July
31, 2021
|
|
|
|
|
|
|
|
|
●
|
Volatility:
125% - 165%
|
|
Volatility:
253% - 466%
|
|
|
|
|
|
|
|
|
●
|
Risk
free rate of return: 1.24%- 1.53%
|
|
Risk
free rate of return: 1.24%- 1.53%
|
|
|
|
|
|
|
|
|
●
|
Expected
term: 1-3 years
|
|
Expected
term: 1-3 years
|
On
June 29, 2021, a third-party loaned the Company $151,500 in a 10% debenture that matures on June 29, 2022. The transaction netted the
Company $125,000.00 after legal fees and due diligence expenses. The third party was also issued 2,500,000 shares of common stock as
a loan incentive. Of the $125,000 proceeds, $93,899 was used to settle $391,196 of debt resulting in debt settlement income of $297,297.
Note
7 – INCOME TAXES
The
Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it should
not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred
during these years.
Based
on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets
on December 31, 2020 and December 31, 2019 will not be fully realizable. The Company is current with corporate listing fees due to the
State of Nevada and intends to prepare tax statements for federal and state requirements for 2019 and 2020.
Note
8 – EQUITY
During
the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000.
The Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares which,
one hundred thirty (130) million authorized are convertible into 50 shares of common shares for each share, Class B shares, twenty (20)
million authorized, which are convertible into 1,000 shares of common shares for each share and Class C shares, one (1) million authorized,
which are convertible into 1 shares of common shares for each share. There are ninety nine (99) million shares of preferred shares authorized
that have not been assigned a class at this time for future requirements.
On
July 31, 2021 the Company issued 300,000 shares of Class B Preferred for the acquisition of KANAB CORP.
On
July 31, 2021 the Company issued 1,000,000 shares of Class C preferred to the new Company CEO.
During
the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into 22,187,901 shares of common stock.
On
June 28, 2021, the Company issued 50,000,000 warrants to FOMO Advisors LLC for advisory services for future advisory services.
During
the three months ended October 31, 2021, third-party lenders converted $69,449 of principal and interest into 30,198,755 shares of common
stock.
On
September 25, 2021, the Company issued 20,000 shares of Class B Preferred for services.
Note
9 - COVID-19 PANDEMIC UPDATE
In
March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19
pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could
have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated
precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar
measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s
operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition
or operating results cannot be reasonably estimated at this time.
Note
10 – SUBSEQUENT EVENTS
On
September 20, 2021, the Company entered into negotiation to acquire 100% interest in OTC Watch LLC in exchange for shares of Preferred
B series stock. The transaction was canceled after due diligence.
On
November 28, 2021 we issued 99,868 series B preferred shares of HMLA stock for 2,036,188 common shares of GENBIO Inc., representing 19.99%
ownership. The GENBIO transaction is being accounted for as an investment on our balance sheet. We will not consolidate GENBIO’s
financial statements. GenBio Inc is a Biotechnology Company that researches natural products that act on new molecular pathways, primarily
to suppress inflammation at critical points in these biochemical pathways. The Company’s research has shown that these active compounds
decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance.
On
January 1, 2022 we issued 99,868 series B preferred shares of HMLA stock for 1,242,000 Class A Member Interests in The Agrarian Group,
LLC (“TAG”), a provider of digital management software and services for indoor agriculture and AgTech management. The TAG
transaction is being accounted for as an investment on our balance sheet. We will not consolidate TAG’s financial statements.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and
Board
of Directors of Himalaya Technologies, Inc. (formerly Homeland Resources Ltd.)
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Himalaya Technologies, Inc. (formerly Homeland Resources Ltd.) (the “Company”)
as of July 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each
of the years in the two-year period ended July 31, 2021, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31,
2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2021, in conformity
with accounting principles generally accepted in the United States of America.
Substantial
Doubt About the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the consolidated financial statements, the Company had operating losses for the years ended July 31, 2021 and 2020, and had a working
capital deficit and an accumulated deficit at July 31, 2021. These factors raise substantial doubt about its ability to continue as a
going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 3. The
financial statements do not include adjustments that might result from the outcome of this uncertainty.
Basis
of Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We
have served as the Company’s auditor since July 2021
Red
Bank, NJ
January 18, 2022
|
331
Newman Springs Road
|
P
(732) 784-1582
|
|
Building
1, 4th Floor, Suite 143
|
F
(732) 510-0665
|
|
Red
Bank, NJ 07701
|
|
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Balance Sheets
|
|
|
As of
|
|
|
As of
|
|
|
|
|
July 31, 2021
|
|
|
July 31, 2020
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
28,618
|
|
|
|
-
|
|
|
Total current assets
|
|
|
28,618
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
Intangible assets- net
|
|
|
10,586
|
|
|
|
-
|
|
|
Total other assets
|
|
|
10,586
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
39,204
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
227,238
|
|
|
$
|
229,638
|
|
|
Derivative liability
|
|
|
551,892
|
|
|
|
483,283
|
|
|
Loan from shareholder
|
|
|
97,000
|
|
|
|
98,500
|
|
|
Loan from affiliate
|
|
|
27,000
|
|
|
|
-
|
|
|
Loans payable due to non-related parties, net
|
|
|
279,497
|
|
|
|
517,129
|
|
|
Total current liabilities
|
|
|
1,182,627
|
|
|
|
1,328,550
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,182,627
|
|
|
|
1,328,550
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
Common stock; $0.0001 par value authorized: 1,000,000,000 shares at July 31, 2021 and 2020, respectively: issued and outstanding 97,734,883 and 75,546,982 at July 31, 2021 and 2020, respectively
|
|
|
9,773
|
|
|
|
7,555
|
|
|
Preferred stock Class A; $0.0001 par value authorized: 130,000,000 shares at July 31, 2021 and 2020, respectively: issued and outstanding 0 at July 31, 2021 and 2020, respectively: discretionary 1% dividend
|
|
|
-
|
|
|
|
-
|
|
|
Preferred stock Class B; $0.0001 par value authorized: 20,000,000 shares at July 31, 2021 and 2020, respectively: issued and outstanding 300,000 and 0 at July 31, 2021 and 2020, respectively: discretionary 1% dividend
|
|
|
30
|
|
|
|
-
|
|
|
Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares at July 31, 2021 and 2020, respectively: and issued and outstanding 1,000,000 and 0 at July 31, 2021 and 2020,respectively: discretionary 1% dividend
|
|
|
100
|
|
|
|
-
|
|
|
Additional paid-in-capital
|
|
|
6,709,111
|
|
|
|
6,559,185
|
|
|
Accumulated deficit
|
|
|
(7,862,437
|
)
|
|
|
(7,895,290
|
)
|
|
Total stockholders’ deficit
|
|
|
(1,143,423
|
)
|
|
|
(1,328,550
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
39,204
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these financial statements
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Operations
|
|
|
For the Year Ended July 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
43,803
|
|
|
|
2,400
|
|
|
Amortization expense
|
|
|
914
|
|
|
|
-
|
|
|
|
|
|
44,717
|
|
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(44,717
|
)
|
|
|
(2,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(152,621
|
)
|
|
|
(84,498
|
)
|
|
Change in derivative liability
|
|
|
(68,609
|
)
|
|
|
(193,482
|
)
|
|
Debt settlement gain (loss)
|
|
|
297,297
|
|
|
|
-
|
|
|
Other income
|
|
|
1,500
|
|
|
|
1,500
|
|
|
Interest income
|
|
|
3
|
|
|
|
-
|
|
|
Total other income (expenses)
|
|
|
77,570
|
|
|
|
(276,480
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
32,853
|
|
|
|
(278,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
32,853
|
|
|
$
|
(278,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common equivalent share outstanding, basic and diluted
|
|
|
76,274,181
|
|
|
|
75,546,982
|
|
The accompanying notes are an integral part of these financial statements
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Stockholders’ Deficit
|
|
|
Common
Stock
|
|
|
Preferred
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A
|
|
Class
B
|
|
Class
C
|
|
|
Common
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Number
|
|
|
No
|
|
|
Number
|
|
|
$0.0001
|
|
|
Number
|
|
|
$0.0001
|
|
|
Number
|
|
|
$0.0001
|
|
|
Stock
|
|
|
paid-in
|
|
|
Accumulated
|
|
|
stockholders’
|
|
|
|
|
of
Shares
|
|
|
par value
|
|
|
of Shares
|
|
|
par value
|
|
|
of Shares
|
|
|
par value
|
|
|
of
Shares
|
|
|
par value
|
|
|
Issuable
|
|
|
capital
|
|
|
deficit
|
|
|
deficit
|
|
|
Balance,
July 31, 2019
|
|
|
75,546,982
|
|
|
$
|
7,555
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,559,185
|
|
|
$
|
(7,616,410
|
)
|
|
$
|
(1,049,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(278,880
|
)
|
|
|
(278,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
July 31, 2020
|
|
|
75,546,982
|
|
|
|
7,555
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,559,185
|
|
|
|
(7,895,290
|
)
|
|
|
(1,328,550
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible debt
|
|
|
19,687,901
|
|
|
|
1,968
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
98,589
|
|
|
|
-
|
|
|
|
100,557
|
|
|
Shares
issued for purchase of Kanab Corp
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300,000
|
|
|
|
30
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,970
|
|
|
|
-
|
|
|
|
12,000
|
|
|
Shares
issued for loan commitment
|
|
|
2,500,000
|
|
|
|
250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,750
|
|
|
|
|
|
|
|
30,000
|
|
|
Shares
purchased
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
|
Warrants
issued for advisory fees
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,617
|
|
|
|
-
|
|
|
|
9,617
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,853
|
|
|
|
32,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
July 31, 2021
|
|
|
97,734,883
|
|
|
|
9,773
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300,000
|
|
|
|
30
|
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
-
|
|
|
|
6,709,111
|
|
|
|
(7,862,437
|
)
|
|
|
(1,143,423
|
)
|
The accompanying notes are
an integral part of these financial statements
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Cash Flows
|
|
|
For the year ended July 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Cash flows provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
32,853
|
|
|
$
|
(278,880
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
Amortization expense
|
|
|
914
|
|
|
|
|
|
|
Loss (gain) on debt settlement
|
|
|
(297,297
|
)
|
|
|
-
|
|
|
Change in derivative liability
|
|
|
68,609
|
|
|
|
193,482
|
|
|
Warrants issued for services
|
|
|
9,617
|
|
|
|
-
|
|
|
Increase (decrease) in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(2,400
|
)
|
|
|
2,400
|
|
|
Interest expense
|
|
|
152,621
|
|
|
|
-
|
|
|
Accrued interest on loans payable
|
|
|
6,500
|
|
|
|
84,498
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities
|
|
|
(28,583
|
)
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used for) Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used for) Financing activities
|
|
|
|
|
|
|
|
|
|
Payment of related party loan
|
|
|
(1,500
|
)
|
|
|
(1,500
|
)
|
|
Proceeds from loan from affiliate
|
|
|
27,500
|
|
|
|
-
|
|
|
Purchase of Preferred C shares
|
|
|
100
|
|
|
|
-
|
|
|
Payment of non-related party loans
|
|
|
(93,899
|
)
|
|
|
-
|
|
|
Proceeds from non-related loans
|
|
|
125,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities
|
|
|
57,201
|
|
|
|
(1,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
|
|
|
28,618
|
|
|
|
-
|
|
|
Cash, beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
28,618
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
Common stock issued for debt
|
|
$
|
761,456
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these financial statements
Himalaya
Technologies, Inc
(formerly
Homeland Resources Ltd)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1 –ORGANIZATION
Himalaya Technologies, Inc. a/k/a/ Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of
Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State
of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program
as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the
exploration and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July
31, 2021. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to
July 31, 2021 the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and
in discussions with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021 the Company amended
its articles to change the name of the Company to Himalaya Technologies Inc.
Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America
(“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC).
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant
estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
Consolidation
For
the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly
owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated
in the consolidation.
Cash
Cash
consists of deposits in one large national bank. On July 31, 2021 and 2020, respectively, the Company had $28,618 and $0 in cash in the
United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in
bank accounts.
Fair
Value of Financial Instruments
For
certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative
liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value
Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic
825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair
value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets
for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because
of the short period of time between the origination of such instruments and their expected realization and their current market rate
of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy
are defined as follows:
Level
1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level
3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
The
Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing
Liabilities from Equity,” and ASC 815.
We
have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance
with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We
recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes
in the fair value of the derivatives in the accompanying statement of operations.
Assets
and liabilities measured at fair value are as follows as of July 31, 2021:
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
|
551,892
|
|
|
|
|
|
|
|
|
|
|
|
551,892
|
|
|
Total liabilities measured at fair value
|
|
|
551,892
|
|
|
|
|
|
|
|
|
|
|
|
551,892
|
|
Assets
and liabilities measured at fair value are as follows as of July 31, 2020:
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
|
483,283
|
|
|
|
|
|
|
|
|
|
|
|
483,283
|
|
|
Total liabilities measured at fair value
|
|
|
483,283
|
|
|
|
|
|
|
|
|
|
|
|
483,283
|
|
Earnings
Per Share (EPS)
Basic
EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the
period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been
issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options
were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted
method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised
at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common
stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to
be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December
31, 2020 and 2019, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash
charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any
common stock equivalents on EPS is anti-dilutive during those periods.
Income
Taxes
The
Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under
this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
ASC
740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain.
When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while
others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.
The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals
or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement
with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured
as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated
interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits
is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
On
July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July
31, 2021 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed
that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination.
The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years
after they are filed. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s
decision to not file federal tax returns and plans on filing past returns and related 10-99 filings for compensation paid to prior management,
employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating
losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and
acquisitions.
Concentration
of Credit Risk
Cash
is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally
insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated
with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks
and Uncertainties
The
Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude
Oil and Natural Gas Properties
The
Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition,
exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and
geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative
costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural 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 capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
The
capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production
method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs
begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed
periodically based on a variety of factors, including management’s intention with regard to future exploration and development
of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under
full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset
retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”)
equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves,
based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c)
the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects
related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess
is charged to earnings.
Given
the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from
proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even
if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In
addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present
value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted
present value of the related proved crude oil and natural gas reserves.
The
crude oil and gas properties were fully depleted prior to July 31, 2019.
Revenue
Recognition
The
Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with
Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance
obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based
Compensation
The
Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted
to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation
expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible
Assets
The
Company’s intangible assets is the KANAB CORP. website, which was developed for external use. The Company carries these intangibles
at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated
to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized
as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future
revenue.
Goodwill
and Other Acquired Intangible Assets
The
Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically
for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets
acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth
quarter.
Recently
Issued Accounting Pronouncements
In
February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize
right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies,
ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting
period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will
have on our financial position and statement of operations.
Concentrations
The
Company recorded 100% of its other income from the operator of its crude oil and natural gas properties during the fiscal years ended
July 31, 2021 and 2020.
Note
3 – GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $7,862,437
as of July 31, 2021. The Company also had negative working capital of $1,154,009 on July 31, 2021, and had operating losses of
$44,717 and $2,400 for the years ended July 31, 2021 and 2020, respectively. To date, these losses and deficiencies have been financed
principally through the issuance of common stock, loans from related parties and from third parties.
In
view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a
significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months.
To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do
so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place,
no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve
substantial dilution to existing investors.
Note
4 – ACQUISITION OF KANAB CORP
On
July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis development company, in exchange for 300,000 shares of
Class B preferred stock. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled by
the Company’s Chief Executive Office, the Company has accounted for the acquisition as an acquisition under common control,
recorded at cost. The historical value of the development costs at July 31, 2021 for the website design was $11,500. As an
acquisition under common control, the results of operations for KANAB CORP. are included in the consolidated results of operations
for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues, they have developed a website that is
currently active. The website is www.kanab.club.
The
following summarizes the acquired intangible assets:
|
Intangible assets
|
|
$
|
11,500
|
|
|
Accumulated amortization
|
|
|
(914
|
)
|
|
|
|
$
|
10,586
|
|
Note
5 – LOANS PAYABLE DUE TO RELATED PARTIES
As
of July 31, 2021, the Company’s former chief executive officer had an outstanding balance of $97,000. The loan is non-interest
bearing and due on demand.
Note
6 - CONVERTIBLE NOTE PAYABLES
The
Company had convertible note payables with three third parties with stated interest rates ranging between 10% and 12% and 22% default
interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate
authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability
in the accompanying interim financial statements. As of July 31, 2021, the Company had the following third-party convertible notes outstanding:
|
|
|
Lender
|
|
Origination
|
|
Maturity
|
|
Amount
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note*
|
|
KBM Worldwide Inc
|
|
9/8/14
|
|
6/12/15
|
|
$
|
32,149
|
|
|
|
22
|
%
|
|
Note*
|
|
KBM Worldwide Inc.
|
|
12/29/14
|
|
10/1/15
|
|
|
95,848
|
|
|
|
22
|
%
|
|
Note
|
|
GS Capital
|
|
6/29/21
|
|
6/29/22
|
|
|
151,500
|
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
279,497
|
|
|
|
|
|
|
Discount
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
279,497
|
|
|
|
|
|
*Note
is currently in default. The default interest rate of 22% is being charges. When the registration becomes effective the lender will convert
the loan into common shares of stock. The loan can be converted into common shares at a price of 60% of the lowest trading price for
the twenty (20) prior trading days including the day the conversion notice is received.
The
convertible note for GS Capital converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including
the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of
conversion. The note theoretically would convert into 130,603,448 common shares.
The
notes for KBM Worldwide converts at a price of 61% of the average of the lowest five trading price for the last ten (10) trading days
ending on the latest trading date prior to date of conversion to and including the date of notice of conversion. The number of shares
that the loan can be converted into depends on the trading price at the time of conversion. The note theoretically would convert into
46,573,459 common shares.
During
the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into 22,187,901 shares of common stock.
The
variables used for the Black-Scholes model are as listed below:
|
|
|
July
31,2021
|
|
July
31, 2020
|
|
|
|
|
|
|
|
|
●
|
Volatility:
253% - 466%
|
|
Volatility:
191% - 455%
|
|
|
|
|
|
|
|
|
●
|
Risk
free rate of return: 1.24%- 1.53%
|
|
Risk
free rate of return: 1.93% - 1.99%
|
|
|
|
|
|
|
|
|
●
|
Expected
term: 1-3 years
|
|
Expected
term: 1-3 years
|
On
June 29, 2021, a third-party loaned the Company $151,500 in a 10% debenture that matures on June 29, 2022. The transaction netted the
Company $125,000.00 after legal fees and due diligence expenses. The third party was also issued 2,500,000 shares of common stock as
a loan incentive. Of the $125,000 proceeds, $93,899 was used to settle $391,196 of debt resulting in debt settlement income of $297,297.
Note
7 – INCOME TAXES
The
Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it should
not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred
during these years.
Based
on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets
on December 31, 2020 and December 31, 2019 will not be fully realizable. The Company is current with corporate listing fees due to the
State of Nevada and intends to prepare tax statements for the federal and state requirements for 2019 and 2020.
Note
8 – EQUITY
During
the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000.
The Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares which,
one hundred thirty (130) million authorized are convertible into 50 shares of common shares for each share, Class B shares, twenty (20)
million authorized, which are convertible into 1,000 shares of common shares for each share and Class C shares, one (1) million authorized,
which are convertible into 1 shares of common shares for each share. There are ninety nine (99) million shares of preferred shares authorized
that have not been assigned a class at this time for future requirements.
On
July 31, 2021 the Company issued 300,000 shares of Class B Preferred for the acquisition of KANAB CORP.
On
July 31, 2021 the Company issued 1,000,000 shares of Class C preferred to the new Company CEO.
During
the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into 22,187,901 shares of common stock.
On
June 28, 2021, the Company issued 50,000,000 warrants to FOMO Advisors LLC for future advisory services.
Note
9 - COVID-19 PANDEMIC UPDATE
In
March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19
pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could
have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated
precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar
measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s
operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition
or operating results cannot be reasonably estimated at this time.
Note
10 – SUBSEQUENT EVENTS
On
August 4, 2021 a third-party lender converted $14,600 into 3,743,590 shares of common stock
On
August 23 2021 a third-party lender converted $10,100 into 3,740,741 shares of common stock
On
August 24, 2021 a third-party lender converted $7,449 into 2,979,564 shares of common stock
On
August 27, 2021 a third-party lender converted $9,000 into 3,743,590 shares of common stock
On
September 20, 2021, the Company entered into negotiation to acquire 100% interest in OTC Watch LLC in exchange for shares of Preferred
B series stock. The transaction has since been canceled after due diligence.
On
November 14, 2021, the Company issued 2,000 Series B Preferred Stock for Services.
On
November 28, 2021 we issued 99,868 series B preferred shares of HMLA stock for 2,036,188 common shares of GENBIO Inc., representing 19.99%
ownership. The GENBIO transaction is being accounted for as an investment on our balance sheet. We will not consolidate GENBIO’s
financial statements. GenBio Inc is a Biotechnology Company that researches natural products that act on new molecular pathways, primarily
to suppress inflammation at critical points in these biochemical pathways. The Company’s research has shown that these active compounds
decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance.
On
January 1, 2022, we issued 99,868 series B preferred shares of HMLA stock for 1,242,000 Member Interests of The Agrarian Group, LLC (“TAG”)
representing 19.99% ownership. The TAG transaction is being accounted for as an investment on our balance sheet.
Prior
to the transactions above there was no common ownership in the companies. The Company did not have any ownership interest in GENBIO Inc.
or TAG.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
In
its two most recent fiscal years, the Company has had no disagreements with its independent accountants.
Item
15. Financial Statements and Exhibits.
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Exhibit
No.
|
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Description
|
|
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3.1
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Articles of Incorporation*
|
|
|
|
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3.2
|
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Amendment to Articles of Incorporation*, except Amendment filed June 28, 2021 to change name attached
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|
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3.3
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By-laws*
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|
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3.4
|
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Certificate of Determination of Preferred A Convertible Stock
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|
|
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3.5
|
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Certificate of Determination of Preferred B Convertible Stock
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|
|
|
|
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3.6
|
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Certificate of Determination of Preferred C Convertible Stock
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|
|
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|
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10.1
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Loan Agreement dated June 29, 2021 from GS Capital Partners LLC
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|
|
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10.2
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Loan Agreement dated September 8, 2014 from KBM Worldwide Inc
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|
|
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10.3
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Loan Agreement dated December 29, 2014 from KBM Worldwide Inc
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|
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10.4
|
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Stock Purchase Agreement for 150,000 Preferred B series shares-Vikram Grover
|
|
|
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10.5
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Stock Purchase Agreement for 150,000 Preferred B series shares-FOMO CORP
|
|
|
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10.6
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Equity Exchange Agreement for 99,686 Preferred B series share The Agrarian Group LLC (TAG)
|
|
|
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10.7
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Stock Purchase Agreement for 99,868 Preferred B series share GenBio, Inc.
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23.1
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Consent of Independent Auditor
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*Incorporated
by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501.
Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file
number 333-147501.
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
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Himalaya
Technologies, Inc.
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(Registrant)
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Date:
January 18, 2022
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By:
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/s/
Vikram Grover
|
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Chief
Executive Officer
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(Signature)*
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*Print
name and title of the signing officer under his signature.
Himalaya Technologies (PK) (USOTC:HMLA)
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