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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

 

(Mark One)

 

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

 

For the Quarterly Period Ended October 31, 2023

 

OR

 

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

 

For the transition period from ______________ to ______________

 

Commission File No. 000-55282

 

Himalaya Technologies, Inc.

(Exact name of small business issuer as specified in its charter)

 

Nevada   5511   26-0841675

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

625 Stanwix St. #2504, Pittsburgh, PA 15222

(Address of principal executive offices)

 

(347) 323-9581

(Registrant’s telephone number, including area code)

831 W North Ave., Pittsburgh, PA 15233

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

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

 

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

 

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

 

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

 

The number of shares of Common Stock (.0001 par value) of the registrant outstanding was 233,203,037 at December 20, 2023.

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Amendment to Form 10-Q filed September 20, 2023 includes iXBRL tagging as required by the Securities Exchange Commission.

 

   

 

 

HIMALAYA TECHNOLOGIES, INC.

 

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED OCTOBER 31, 2023

 

TABLE OF CONTENTS

 

  PAGE
   
Part I. FINANCIAL INFORMATION:  
   
  Item 1. Financial Statements: 3
     
  Condensed Consolidated Balance Sheets as of October 31, 2023 (unaudited) and July 31, 2023 (audited) 4
     
  Condensed Consolidated Statements of Operations (unaudited) for the Three Months ended October 31, 2023 and 2022 5
     
  Condensed Consolidated Statement of Stockholders’ Deficit (unaudited) for the Three Months ended October 31, 2023 and 2022 6
     
  Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months ended October 31, 2023 and 2022 7
     
  Notes to Condensed Consolidated Financial Statements (unaudited) 8
     
  Item 2. Management’s Discussion and Analysis and Plan of Operation 17
     
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
     
  Item 4. Controls and Procedures 19
   
Part II. OTHER INFORMATION:  
   
  Item 1. Legal Proceedings 20
     
  Item 1A. Risk Factors 20
     
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
     
  Item 3. Defaults Upon Senior Securities 20
     
  Item 4. Mine Safety Disclosures 20
     
  Item 5. Other Information 20
     
  Item 6. Exhibits 21
     
SIGNATURES 22
   
EXHIBIT INDEX  

 

 2 

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

HIMALAYA TECHNOLOGIES, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets, October 31, 2023 (unaudited) and July 31, 2023 (audited) 4
   
Condensed Consolidated Statements of Operations (unaudited), for the Three Months ended October 31, 2023 and 2022 5
   
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the Three Months ended October 31, 2023 and 2022 6
   
Condensed Consolidated Statements of Cash Flows (unaudited), for the Three Months ended October 31, 2023 and 2022 7
   
Notes to Condensed Consolidated Financial Statements (unaudited) 8

 

 3 

 

 

Himalaya Technologies Inc

Condensed Consolidated Balance Sheets

(Unaudited)

 

   October 31,   July 31, 
   2023   2023 
ASSETS          
           
Current assets          
Cash  $235   $324 
Total current assets   235    324 
           
Other assets:          
Investments   21,000    21,000 
Website design   13,448    14,651 
Total other assets   34,448    35,651 
           
Total assets  $34,683   $35,975 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Liabilities          
           
Current liabilities          
Accounts payable and accrued expenses  $283,917   $277,478 
Derivative liability   449,790    680,946 
Loan from affiliate   45,319    41,157 
Loans payable due to non-related parties, net   154,247    162,025 
Total current liabilities   933,273    1,161,606 
           
Total liabilities   933,273    1,161,606 
           
Stockholders’ deficit          
Common stock; $0.0001 par value authorized: 1,000,000,000 shares; issued and outstanding 205,791,975 and 186,878,572   20,579    18,688 
Preferred stock Class A; $0.0001 par value authorized:
130,000,000 shares; issued and outstanding 9,398,371 and 8,457,777
   940    846 
Preferred stock Class B; $0.0001 par value authorized:
20,000,000 shares; issued and outstanding 518,730 and 518,730
   52    52 
Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares; issued and outstanding 1,000,000 and 1,000,000   100    100 
Additional paid-in-capital   7,818,503    7,491,934 
Accumulated deficit   (8,738,764)   (8,637,251)
Total stockholders’ deficit   (898,590)   (1,125,631)
           
Total liabilities and stockholders’ deficit  $34,683   $35,975 

 

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

 

 4 

 

 

Himalaya Technologies Inc

Condensed Consolidated Statement of Operations

(Unaudited)

 

   2023   2022 
   For the Three Months Ended October 31, 
   2023   2022 
Operating revenue  $-   $- 
Cost of revenue   -    - 
Gross profit   -    - 
           
Operating expenses:          
General and administrative   294,717    80,599 
Amortization expense   1,203    1,118 
Total operating expenses   295,920    81,717 
           
Loss from operations   (295,920)   (81,717)
           
Other income (expenses)          
Interest expense   (6,693)   (7,354)
Derivative expense   (14,541)   (64,937)
Change in derivative liability   215,629    (29,491)
Other income   12    156 
Total other income (expenses)   194,407    (101,626)
           
Income (loss) before income taxes   (101,513)   (183,343)
           
Provision for income taxes   -    - 
           
Net income (loss)  $(101,513)  $(183,343)
           
Net income (loss) per share, basic and diluted  $(0.00)  $(0.00)
           
Weighted average common equivalent share outstanding, basic and diluted   199,352,612    147,201,861 

 

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

 

 5 

 

 

Himalaya Technologies Inc

Condensed 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
   Additional
paid-in
capital
   Accumulated
deficit
   Total
stockholders’
deficit
 
Balance, July 31, 2023   186,878,572   $18,688    8,457,777   $846    518,730   $52    1,000,000   $100   $7,491,934   $(8,637,251)  $(1,125,631)
                                                        
Shares issued for accrued compensation   -    -    940,594    94    -    -    -    -    29,906    -    30,000 
Conversion of convertible debt   18,913,403    1,891    -    -    -    -    -    -    36,279    -    38,170 
Recognition of warrants   -    -    -    -    -    -    -    -    260,384    -    260,384 
Net income   -    -    -    -    -    -    -    -    -    (101,513)   (101,513)
                                                        
Balance, October 31, 2023   205,791,975   $20,579    9,398,371   $940    518,730   $52    1,000,000   $100   $7,818,503   $(8,738,764)  $(898,590)
                                                        
Balance, July 31, 2022   147,201,861   $14,720    -   $-    536,876   $54    1,000,000   $100   $7,350,927   $(8,059,476)  $(693,675)
                                                        
Shares issued for accrued compensation   -    -    -    -    9,090    1    -    -    39,999    -    40,000 
Recognition of warrants   -    -    -    -    -    -    -    -    22,500    -    22,500 
Net income   -    -    -    -    -    -    -    -    -    (183,343)   (183,343)
                                                        
Balance, October 31, 2022   147,201,861   $14,720    -   $-    545,966   $55    1,000,000   $100   $7,413,426   $(8,242,819)  $(814,518)

 

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

 

 6 

 

 

Himalaya Technologies Inc

Condensed Consolidated Statement of Cash Flows

(Unaudited)

 

   2023   2022 
   For the Three Months Ended October 31, 
   2023   2022 
Cash flows provided by (used for) operating activities:          
Net income (loss)  $(101,513)  $(183,343)
Adjustments to resoncile net loss to net cash provided by (used for) operating activities:          
Amortization expense   1,203    1,118 
Change in derivative liability   

(215,629

)   29,491 
Derivative expense   14,541    64,937 
Amortization of debt discount   175    897 
Shares/ Warrants issued for services   260,384    22,500 
Increase (decrease) in assets and liabilities:          
Accounts payable   30,070    33,831 
Accrued interest on loans payable   6,518    6,457 
           
Net cash used for operating activities   (4,251)   (24,112)
           
Cash flows provided by (used for) Investing activities          
Payment of Website Design   -    (6,000)
           
Net cash used for investing activities   -    (6,000)
           
Cash flows provided by (used for) Financing activities          
Payment of related party loan   -    (12,932)
Proceeds from loan from affiliate   4,162    13,000 
Proceeds from non-related loans   -    35,000 
           
Net cash provided by financing activities   4,162    35,068 
           
Net (decrease) increase in cash   (89)   4,956 
Cash, beginning of period   324    4,141 
           
Cash, end of period  $235   $9,097 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $-   $- 
Cash paid for taxes  $-   $- 
Preferred stock issued for accrued compensation  $30,000   $20,000 
Common stock issued for debt  $38,170   $- 

 

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

 

 7 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOMBER 31, 2023 AND 2022

(UNAUDITED)

 

Note 1 – ORGANIZATION

 

Himalaya Technologies, Inc. (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 previously had 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. During the year ended July 31, 2023, the Company reached an agreement with the Company’s prior CEO to distribute the oil leases in payment of loan from shareholder.

 

On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.”

 

The Company’s business plan includes completing its subsidiary KANAB CORP.’s social site Kanab.Club (https://www.kanab.club/) targeting health and wellness, generating revenues on the site from advertising and subscriptions, incorporating other features into the site, and investing in other growth opportunities as they arise. Since quarter end, we have decided to reskin the site for mainstream social media under the brand “Goccha!” and exit the cannabis information market.

 

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.

 

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of October 31, 2023 and the results of operations and cash flows for the three months ended October 31, 2023 and 2022. The results of operations for the three months ended October 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

 

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

 

The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, KANAB CORP. All material intercompany transactions and accounts have been eliminated in the consolidation.

 

 8 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

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.

 

The Company has 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.

 

The Company recognizes 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, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   449,790    -    -    449,790 
Total liabilities measured at fair value   449,790              449,790 

 

 9 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Assets and liabilities measured at fair value are as follows as of July 31, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   680,946    -    -    680,946 
Total liabilities measured at fair value   680,946              680,946 

 

Earnings Per Share (EPS)

 

During the three months ended October 31, 2023 and 2022, 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

 

On October 31, 2023, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 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 June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 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.

 

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

 

During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022.

 

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.

 

 10 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

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 include the Kanab.Club 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.

 

Derivative Liabilities

 

The Company assessed the classification of its derivative financial instruments as of October 31, 2023 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

 

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 $8,738,764 as of October 31, 2023. The Company also had negative working capital of $933,038 on October 31, 2023 and had operating losses of $295,920 and $81,717 for the three months ended October 31, 2023 and 2022, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and loans 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.

 

 11 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Note 4 – ACQUISITION OF KANAB CORP.

 

On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company operating a website Kanab.Club (https://www.kanab.club/). KANAB CORP.’s business plan includes completing its social site targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a development stage company that does not offer e-commerce services at this time, nor do we touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration for the purchase, we issued 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 acquisition for the website design was $11,500. Although KANAB CORP. has not generated any revenues, it has developed a website that is currently active and generating traffic. Subsequent to the acquisition, additional expenses were incurred in further enhancing the Kanab.Club website. We have decided to reskin the site for mainstream social media under the brand “Goccha!” and exit the cannabis information market.

 

The following summarizes the acquired intangible assets:

 

   October 31,   July 31, 
   2023   2023 
Intangible assets  $23,800   $23,800 
Accumulated amortization   (10,352)   (9,149)
Intangible assets- net  $13,448   $14,651 

 

Note 5 - INVESTMENTS

 

On June 12, 2023, the Company purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. 1,680,000 Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At October 31 and July 31, 2023, the value of the investment in PTOP was $21,000.

 

Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES

 

On June 28, 2021, the Company received a loan of $25,000 from FOMO WORLWIDE, INC. (“FOMO”), a related party. At October 31, 2023 and 2022, the loan balance was $$45,319 and $38,290, respectively . The convertible note for FOMO WORLDWIDE, INC. converts at a price of 30% of the average of the two lowest trading prices 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 convertible note was originally due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 and FOMO waived all default provisions under section 8 (a) through (n). All other provisions of the loan remain in effect.

 

On May 10, 2023, the Company sold 100% of KANAB CORP. from Himalaya for partial forgiveness of $17,017 loaned to the business on June 28, 2021 and as amended on November 9, 2021 and September 1, 2022. The transaction was subsequently unwound on June 15, 2023 thereby returning 100% of KANAB CORP. to the Company. The loan reduction remained, and the Company issued 100,000 Series B Preferred stock for the return of KANAB CORP.

 

 12 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Note 7 - CONVERTIBLE NOTE PAYABLES

 

The Company had convertible note payables with two 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 financial statements. As of October 31, 2023 and 2022, the Company had the following third-party convertible notes outstanding:

 

Lender  Origination   Maturity   October 31, 2022   October 31, 2023   Interest 
                     
GS Capital Partners LLC   6/29/21    6/29/22   $151,500   $145,500    24%
1800 Diagonal Lending LLC   8/15/22    8/15/23    39,250    8,600    8%
              190,750    154,100      
Unamortized discount             -    -     
             $190,750   $154,100      

 

The convertible note for GS Capital Partners LLC 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. At October 31, 2023, the note theoretically would convert into 404,166,667 common shares.

 

On August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $39,250, due on August 15, 2023 and bearing interest at 8%. The convertible note is convertible at 61% multiplied by the lowest trading price for the common stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date. At October 31, 2023, the note theoretically would convert into 23,497,268 common shares.

 

In connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”) of $4,250. At October 31, 2023, this discount was fully amortized.

 

During the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common stock.

 

The variables used for the Black-Scholes model are as listed below:

 

    October 31,2023   July 31, 2023
         
  Volatility: 333% - 339%   Volatility: 333%
         
  Risk free rate of return: 5.40%   Risk free rate of return: 5.40%
         
  Expected term: 1 year   Expected term: 1 year

 

Note 8 – INCOME TAXES

 

The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2023 and 2022 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 October 31, and July 31, 2023 will not be fully realizable.

 

 13 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Note 9 – STOCKHOLDERS ‘EQUITY

 

Common Stock

 

During the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common stock.

 

Preferred Stock

 

The preferred shares are in three classes:

 

  Class A shares which, 130,000,000 authorized are convertible into 50 shares of common shares for each share, these shares have voting rights of 1 vote per share. At October 31 and July 31, 2023, there were 9,398,371 and 8,457,777 shares issued and outstanding which equates into 469,918,550 and 422,888,850 votes, respectively.
     
  Class B shares, 20,000,000 authorized, which are convertible into 1,000 shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At October 31 and July 31, 2023, there were 518,730 and 518,730 shares issued and outstanding which equates into 518,730,000 and 518,730,000 votes, respectively.
     
  Class C shares, 1,000,000 authorized, which are convertible into 1 share of common shares for each share. These shares have voting rights of 100,000 votes per share. At October 31 and July 31, 2023, there were 1,000,000 shares outstanding which equates into 100,000,000,000 votes. These shares represent the controlling votes of the Company. These shares are all issued to the Company CEO. There are 99,000,000 shares of preferred shares authorized that have not been assigned a class at this time for future requirements.

 

During the three months ended October 31, 2023, the Company issued 940,594 shares of Class A Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $30,000.

 

During the three months ended October 31, 2022, the Company issued 9,090 shares of Class B Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $40,000.

 

Common Stock

 

The Company has 1,000,000,000 shares of common stock authorized, and 205,791,975 and 186,878,572 issued and outstanding at Oct 31, 2023 and July 31, 2023, respectively.

 

During the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common stock.

 

Warrants

 

On June 22, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO CORP. as a deposit for the purchase of KANAB CORP. The warrants were canceled and reissued during the year ended July 31, 2023 and exercised by FOMO CORP. for 10,000,000 Series A Preferred shares.

 

On June 29, 2021, the Company issued 15,000,000 warrants to GS Capital Group as part of the convertible debenture financing to fund operations. These warrants have a three-year expiration and a strike price of $0.01

 

On June 28, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO Advisors LLC for future advisory services. The warrants were exercised during the year ended July 31, 2023 by FOMO CORP. for 10,000,000 Series A Preferred shares.

 

 14 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

 

These FOMO Advisors LLC warrants were valued at $450,000 and are being recognized over the life of the agreement. During the three months ended October 31, 2023, the Company was notified that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized expense relating to these warrants.

 

During the quarter ended April 30, 2023, FOMO Advisors, LLC exercised 100,000,000 warrants to purchase two million (2,000,000) Series A Preferred shares of the Company which convert 1-50 into common stock and vote on an as converted basis. For the purchase, FOMO used $10,000 consideration of its credit line made available to us since June 2021.During the three months ended October 31, 2023, the Company was notified by the Secretary of State of Wyoming that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized expense relating to these warrants.

 

The following are the assumptions utilized in valuing the warrants:

 

Volatility   465%
Expected life   5 years 
Risk free rate   3%
Dividend yield   0%

 

The following table sets forth common share purchase warrants outstanding as of October 31 and July 31, 2023:

 

      Weighted
Average
   Intrinsic 
  Warrants   Exercise Price   Value 
Outstanding, July 31, 2022   65,000,000    0.0024    105,000 
               
Warrants granted   -    -    - 
Warrants exercised   (50,000,000)   -    - 
Warrants forfeited   -    -    - 
               
Outstanding, July 31, 2023   15,000,000    0.01    - 
               
Warrants granted   -    -    - 
Warrants exercised   -    -    - 
Warrants forfeited   -    -    - 
               
Outstanding, October 31, 2023   15,000,000   $0.01   $- 

 

Note 10 – COMMITMENTS AND CONTINGENCIES

 

On August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $10,000 per month, broken down as $2,500 cash $7,500 stock if the Company is not SEC current, and $5,000 cash $5,000 stock when brought SEC current. Mr. Grover can elect to take the entire amount in Series B Preferred shares priced off the 20-day moving average closing bid price of HMLA common stock (1-1000 ratio) upon written notice at any time.

 

 15 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

During the three months ended October 31, 2023, the Company accrued $30,000 in compensation expense under this agreement and converted $30,000 in accrued compensation into 940,594 shares of Class A preferred stock.

 

During the three months ended October 31, 2022, the Company accrued $30,000 in compensation expense under this agreement and converted $40,000 in accrued compensation into 9,090 shares of Class B preferred stock.

  

Note 11 – SUBSEQUENT EVENTS

 

On November 3, 2023, a third-party lender converted $3,100.00 of principal amount into 10,000,000 shares of our common stock.

 

On November 7, 2023, we launched an indoor agriculture division called “Infood Technologies, Inc.” and, on or around that time, filed a fictitious name (i.e., “doing business as” or “d/b/a”) in the Commonwealth of Pennsylvania. As part of the offering, we have signed reseller agreements with Nelson & Pade, Inc., a provider of aquaponics systems and content, and Vertical Crop Consultant, Inc., a provider of shipping container based farming solutions under “CropBox” and indoor farming services and support.

 

On November 16, 2023, a third-party lender converted $4,500.00 of principal amount into 10,465,116 shares of our common stock.

 

On December 13, 2023, our CEO Vikram Grover converted $5,000 of accrued compensation into 142,857 Series A Preferred shares.

 

On December 19, 2023, our CEO Vikram Grover converted $1,000 of accrued compensation into 22,222 Series A Preferred shares.

 

 16 

 

 

Item 2. Management’s Discussion and Analysis or Plan of Operation

 

This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

Plan of Operations

 

Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (“Himalaya”, “HMLA,” “us,” “we,” 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 had leases on two properties that were fully depleted prior to July 31, 2019. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2022 the Company reached an agreement with the prior CEO to distribute the oil leases in payment of loan from shareholder. Our intended plan of operations was to develop and enhance our social site Kanab.Club targeting health and wellness in the cannabis media market.

 

At October 31, 2023, the Company had one wholly owned subsidiary, KANAB CORP. The Company had one investment, Peer to Peer Network, Inc. (PTOP.)

  

KANAB CORP. is a development stage company targeting information services for the cannabis industry using its social site Kanab.Club (https://kanab.club/). We do not offer e-commerce services at this time or touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to our business. We have decided to reskin the site for mainstream social media under the brand “Goccha!” and withdraw from the cannabis information market.

 

On November 28, 2021 we executed a 19.9% stock purchase with GenBio, Inc. (“GenBio”; https://www.genbioinc.com/) a provider of nutraceutical products and services based on proprietary biotechnology that fight inflammation and high blood pressure. We issued 99,686 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. Based on a stock price at closing of .0019 and 99,685,794 common stock equivalents, this valued the investment at $189,749. On May 16, 2023, we unwound our investment in GenBio, and subsequently received back 99,686 series B Preferred shares of stock.

 

On January 1, 2022, the Company executed a 19.9% stock purchase with The Agrarian Group LLC (“TAG”; http://www.theagrariangroup.com/), a provider of digital intelligence “AgtechDi” software designed from its granted patents to optimize the food supply chain by increasing food safety and profitability for growers who operate vertical farms, greenhouses, converted shipping containers, and other forms of controlled environment agriculture. TAG is focusing its technology on the broad produce market, but in the future may offer it to cannabis cultivators. TAG is a software platform and will never touch the cannabis plant, eliminating regulatory risk, in our view. Under the Investment Agreement, we issued TAG 99,686 Series B Preferred shares in exchange for 1,242,000 Class A Membership units of TAG. Based on a stock price at closing of .0012 and 99,868,000 common stock equivalents, this values the investment at $119,841. On April 3, 2023, we unwound our investment in TAG, and received back 99,686 series B Preferred shares of stock.

 

On June 12, 2023, we purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. 1,680,000 of our Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At July 31, 2023, the value of the investment in PTOP was $21,000.

 

Our business plan included completing our social site Kanab.Club targeting health and wellness , generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing our planned social sites including Goccha.net and Yinzworldwide.com.

 

 17 

 

 

The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share, (ii) 4,777,777 shares of the Company’s Series A Preferred Stock directly (31.9% of that class’s outstanding shares) and 2,000,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (27.4%) which have 50 votes per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.9% of that class’s outstanding shares) and 250,000 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (27.4%) which have 1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.

 

Costs and Resources

 

Himalaya Technologies, Inc. is currently pursuing additional funding resources that will potentially enable it to maintain its current and planned operations through the next 12 months. The Company anticipates that it will need to raise additional capital in order to sustain and grow its operations over the next few years. To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. As of October 31, 2023, the Company had no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

 

The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram P. Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share and (ii) 174,594 shares of the Company’s Series B Preferred Stock directly (31.9% of that class’s outstanding shares) and 150,000 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (27.4%) which have 1,000 votes per share. With this voting power, Mr. Grover, can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.

 

Results of Operation for the Three Months Ended October 31, 2023 and 2022

 

Revenues. During the three months ended October 31, 2023 and 2022, the Company had no revenues.

 

Cost of Revenues. During the three months ended October 31, 2023 and 2022, the Company had no cost of revenues.

 

Operating Expenses. During the three months ended October 31, 2023, the Company incurred operating expenses of $295,920 consisting primarily of non-cash stock based compensation of $260,384. During the three months ended October 31, 2022, the Company incurred operating expenses of $81,717 consisting primarily of stock based compensation and compensation expense.

 

Other Income (Expenses). During the three months ended October 31, 2023, the Company recognized other income of $194,506 consisting of interest expense, derivative liability gains and other income. During the three months ended October 31, 2022, the Company incurred other loss of $101,626 consisting of interest expense, derivative liability gains, and other income.

 

Net Losses. As a result of the above, the Company recognized a net loss of $101,513 for the three months ended October 31, 2023, as compared to a net loss of $183,343 for the three months ended October 31, 2022.

 

Liquidity and Capital Resources

 

We have incurred losses since the inception of our business and as of October 31, 2023 we had an accumulated deficit of $8,738,764. As of October 31, 2023, the Company had cash balance of $235 and negative working capital of $933,038.

 

To date, we have funded our operations through short-term debt and equity financing. During the three months ended October 31, 2023, the Company received $4,162 in related party lending.

 

 18 

 

 

We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our automobile business. However, we do not expect to start generating revenues from our operations for another 12 months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may be unavailable in the amounts or the times when we require.

 

Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

 

Delinquent Loans

 

Our third-party loan of $145,500 from GS Capital Partners funded in June 2021 is currently in default, though we have not been given a notice of such by the lender and are in negotiations to satisfy the obligation amicably.

 

Off-balance Sheet Arrangements

 

None

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “small reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report on Form 10-Q, our President and Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures are not effective in timely alerting them to material information relating to Himalaya Technologies, Inc. required to be included in our Exchange Act filings.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended April 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

 

19
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We have been named in a business lawsuit by Swift Funding Source Inc. seeking monies owed, fees and penalties of $149,837.85 in the State of New York. We did not receive any funds from this third party provider of cash advances and intend to file to vacate the judgment if the third party attempts legal action in the State of Nevada where we are incorporated.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None

 

20
 

 

Item 6. Exhibits.

 

  (a) Exhibits.

 

Exhibit No.   Description
     
2.1**   Articles of Incorporation.
     
2.2**   Amendment to Articles of Incorporation
     
2.3**   Amendment to Articles of Incorporation
     
2.4**   By-laws
     
2.5*   Certificate of Designation Preferred A Convertible Stock
     
2.6*   Certificate of Designation Preferred B Convertible Stock
     
2.7*   Certificate of Designation Preferred C Convertible Stock
     
6.1***   Himalaya Technologies Sprecher Beverage Brewing Company Co-pack Agreement
     
6.2****   Brokerwebs Statement of Work – Stock Chat Room for Kanab Club
     
6.3*****   GS Capital Partners Loan Document June 29, 2021
     
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
     
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Link base Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Link base Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Link base Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Link base Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282

 

** Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282. 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.

 

*** Incorporated by Reference to the exhibit to the Registrant’s Form 8-K/A filed June 1, 2022.

 

**** Incorporated by Reference to the exhibit to the Registrant’s Form 8-K filed August 22, 2022

 

*****Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K filed July 6, 2021.

 

****** Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K/A filed November 2, 2022.

 

21
 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Himalaya Technologies, Inc.
   
Date: December 21, 2023 /s/ Vikram Grover
  Vikram Grover, President
  (Principal Executive Officer)
   
Date: December 21, 2023 /s/ Vikram Grover
  Vikram Grover, Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

22

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Vikram Grover, certify that:

 

1. I have reviewed this report on Form 10-Q/A of Himalaya Technologies Inc;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  c. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Vikram Grover
  Vikram Grover
  President (Principal Executive Officer)
  December 21, 2023

 

 

 

 

CERTIFICATION

 

I, Vikram Grover, certify that:

 

1. I have reviewed this report on Form 10-Q of Himalaya Technologies Inc;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  c. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Vikram Grover
  Vikram, Grover
  Chief Financial Officer
  December 21, 2023

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of Himalaya Technologies Inc (the “Company”) on Form 10-Q/A for the period ending October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  /s/ Vikram Grover
  Vikram Grover
  President (Principal Executive Officer)
  December 21, 2023
   
  /s/ Vikram Grover
  Vikram Grover
  Chief Financial Officer
  December 21, 2023

 

 

 

 

v3.23.4
Cover - shares
3 Months Ended
Oct. 31, 2023
Dec. 20, 2023
Cover [Abstract]    
Document Type 10-Q/A  
Amendment Flag true  
Amendment Description This Amendment to Form 10-Q filed September 20, 2023 includes iXBRL tagging as required by the Securities Exchange Commission  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Oct. 31, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --07-31  
Entity File Number 000-55282  
Entity Registrant Name Himalaya Technologies, Inc.  
Entity Central Index Key 0001409624  
Entity Tax Identification Number 26-0841675  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 625 Stanwix St. #2504  
Entity Address, City or Town Pittsburgh  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 15222  
City Area Code (347)  
Local Phone Number 323-9581  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   233,203,037
v3.23.4
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Oct. 31, 2023
Jul. 31, 2023
Current assets    
Cash $ 235 $ 324
Total current assets 235 324
Other assets:    
Investments 21,000 21,000
Website design 13,448 14,651
Total other assets 34,448 35,651
Total assets 34,683 35,975
Current liabilities    
Accounts payable and accrued expenses 283,917 277,478
Derivative liability 449,790 680,946
Loan from affiliate 45,319 41,157
Loans payable due to non-related parties, net 154,247 162,025
Total current liabilities 933,273 1,161,606
Total liabilities 933,273 1,161,606
Stockholders’ deficit    
Common stock; $0.0001 par value authorized: 1,000,000,000 shares; issued and outstanding 205,791,975 and 186,878,572 20,579 18,688
Additional paid-in-capital 7,818,503 7,491,934
Accumulated deficit (8,738,764) (8,637,251)
Total stockholders’ deficit (898,590) (1,125,631)
Total liabilities and stockholders’ deficit 34,683 35,975
Preferred Class A [Member]    
Stockholders’ deficit    
Preferred stock value 940 846
Preferred Class B [Member]    
Stockholders’ deficit    
Preferred stock value 52 52
Preferred Class C [Member]    
Stockholders’ deficit    
Preferred stock value $ 100 $ 100
v3.23.4
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Oct. 31, 2023
Jul. 31, 2023
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 205,791,975 186,878,572
Common stock, shares, outstanding 205,791,975 186,878,572
Preferred Class A [Member]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 130,000,000 130,000,000
Preferred stock, shares issued 9,398,371 8,457,777
Preferred stock, shares outstanding 9,398,371 8,457,777
Preferred Class B [Member]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 518,730 518,730
Preferred stock, shares outstanding 518,730 518,730
Preferred Class C [Member]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 1,000,000 1,000,000
Preferred stock, shares outstanding 1,000,000 1,000,000
v3.23.4
Condensed Consolidated Statement of Operations (Unaudited) - USD ($)
3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Income Statement [Abstract]    
Operating revenue
Cost of revenue
Gross profit
Operating expenses:    
General and administrative 294,717 80,599
Amortization expense 1,203 1,118
Total operating expenses 295,920 81,717
Loss from operations (295,920) (81,717)
Other income (expenses)    
Interest expense (6,693) (7,354)
Derivative expense (14,541) (64,937)
Change in derivative liability 215,629 (29,491)
Other income 12 156
Total other income (expenses) 194,407 (101,626)
Income (loss) before income taxes (101,513) (183,343)
Provision for income taxes
Net income (loss) $ (101,513) $ (183,343)
Net income (loss) per share, basic $ (0.00) $ (0.00)
Net income (loss) per share, diluted $ (0.00) $ (0.00)
Weighted average common equivalent share outstanding, basic 199,352,612 147,201,861
Weighted average common equivalent share outstanding, diluted 199,352,612 147,201,861
v3.23.4
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Preferred Stock [Member]
Preferred Class A [Member]
Preferred Stock [Member]
Preferred Class B [Member]
Preferred Stock [Member]
Preferred Class C [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Jul. 31, 2022 $ 14,720 $ 54 $ 100 $ 7,350,927 $ (8,059,476) $ (693,675)
Balance, shares at Jul. 31, 2022 147,201,861 536,876 1,000,000      
Shares issued for accrued compensation $ 1 39,999 40,000
Shares issued for accrued compensation, shares     9,090        
Recognition of warrants 22,500 22,500
Net income (183,343) (183,343)
Balance at Oct. 31, 2022 $ 14,720 $ 55 $ 100 7,413,426 (8,242,819) (814,518)
Balance, shares at Oct. 31, 2022 147,201,861 545,966 1,000,000      
Balance at Jul. 31, 2023 $ 18,688 $ 846 $ 52 $ 100 7,491,934 (8,637,251) (1,125,631)
Balance, shares at Jul. 31, 2023 186,878,572 8,457,777 518,730 1,000,000      
Shares issued for accrued compensation $ 94 29,906 30,000
Shares issued for accrued compensation, shares   940,594          
Conversion of convertible debt $ 1,891 36,279 38,170
Conversion of convertible debt, shares 18,913,403            
Recognition of warrants 260,384 260,384
Net income (101,513) (101,513)
Balance at Oct. 31, 2023 $ 20,579 $ 940 $ 52 $ 100 $ 7,818,503 $ (8,738,764) $ (898,590)
Balance, shares at Oct. 31, 2023 205,791,975 9,398,371 518,730 1,000,000      
v3.23.4
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Cash flows provided by (used for) operating activities:    
Net income (loss) $ (101,513) $ (183,343)
Adjustments to resoncile net loss to net cash provided by (used for) operating activities:    
Amortization expense 1,203 1,118
Change in derivative liability (215,629) 29,491
Derivative expense 14,541 64,937
Amortization of debt discount 175 897
Shares/ Warrants issued for services 260,384 22,500
Increase (decrease) in assets and liabilities:    
Accounts payable 30,070 33,831
Accrued interest on loans payable 6,518 6,457
Net cash used for operating activities (4,251) (24,112)
Cash flows provided by (used for) Investing activities    
Payment of Website Design (6,000)
Net cash used for investing activities (6,000)
Cash flows provided by (used for) Financing activities    
Payment of related party loan (12,932)
Proceeds from loan from affiliate 4,162 13,000
Proceeds from non-related loans 35,000
Net cash provided by financing activities 4,162 35,068
Net (decrease) increase in cash (89) 4,956
Cash, beginning of period 324 4,141
Cash, end of period 235 9,097
Supplemental disclosure of cash flow information    
Cash paid for interest
Cash paid for taxes
Preferred stock issued for accrued compensation 30,000 20,000
Common stock issued for debt $ 38,170
v3.23.4
ORGANIZATION
3 Months Ended
Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION

Note 1 – ORGANIZATION

 

Himalaya Technologies, Inc. (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 previously had 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. During the year ended July 31, 2023, the Company reached an agreement with the Company’s prior CEO to distribute the oil leases in payment of loan from shareholder.

 

On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.”

 

The Company’s business plan includes completing its subsidiary KANAB CORP.’s social site Kanab.Club (https://www.kanab.club/) targeting health and wellness, generating revenues on the site from advertising and subscriptions, incorporating other features into the site, and investing in other growth opportunities as they arise. Since quarter end, we have decided to reskin the site for mainstream social media under the brand “Goccha!” and exit the cannabis information market.

 

v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.

 

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of October 31, 2023 and the results of operations and cash flows for the three months ended October 31, 2023 and 2022. The results of operations for the three months ended October 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

 

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

 

The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, KANAB CORP. All material intercompany transactions and accounts have been eliminated in the consolidation.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

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.

 

The Company has 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.

 

The Company recognizes 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, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   449,790    -    -    449,790 
Total liabilities measured at fair value   449,790              449,790 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Assets and liabilities measured at fair value are as follows as of July 31, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   680,946    -    -    680,946 
Total liabilities measured at fair value   680,946              680,946 

 

Earnings Per Share (EPS)

 

During the three months ended October 31, 2023 and 2022, 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

 

On October 31, 2023, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 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 June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 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.

 

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

 

During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022.

 

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.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

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 include the Kanab.Club 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.

 

Derivative Liabilities

 

The Company assessed the classification of its derivative financial instruments as of October 31, 2023 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

 

v3.23.4
GOING CONCERN
3 Months Ended
Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

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 $8,738,764 as of October 31, 2023. The Company also had negative working capital of $933,038 on October 31, 2023 and had operating losses of $295,920 and $81,717 for the three months ended October 31, 2023 and 2022, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and loans 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.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

v3.23.4
ACQUISITION OF KANAB CORP
3 Months Ended
Oct. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITION OF KANAB CORP

Note 4 – ACQUISITION OF KANAB CORP.

 

On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company operating a website Kanab.Club (https://www.kanab.club/). KANAB CORP.’s business plan includes completing its social site targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a development stage company that does not offer e-commerce services at this time, nor do we touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration for the purchase, we issued 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 acquisition for the website design was $11,500. Although KANAB CORP. has not generated any revenues, it has developed a website that is currently active and generating traffic. Subsequent to the acquisition, additional expenses were incurred in further enhancing the Kanab.Club website. We have decided to reskin the site for mainstream social media under the brand “Goccha!” and exit the cannabis information market.

 

The following summarizes the acquired intangible assets:

 

   October 31,   July 31, 
   2023   2023 
Intangible assets  $23,800   $23,800 
Accumulated amortization   (10,352)   (9,149)
Intangible assets- net  $13,448   $14,651 

 

v3.23.4
INVESTMENTS
3 Months Ended
Oct. 31, 2023
Investments, All Other Investments [Abstract]  
INVESTMENTS

Note 5 - INVESTMENTS

 

On June 12, 2023, the Company purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. 1,680,000 Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At October 31 and July 31, 2023, the value of the investment in PTOP was $21,000.

 

v3.23.4
LOANS PAYABLE DUE TO RELATED PARTIES
3 Months Ended
Oct. 31, 2023
Related Party Transactions [Abstract]  
LOANS PAYABLE DUE TO RELATED PARTIES

Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES

 

On June 28, 2021, the Company received a loan of $25,000 from FOMO WORLWIDE, INC. (“FOMO”), a related party. At October 31, 2023 and 2022, the loan balance was $$45,319 and $38,290, respectively . The convertible note for FOMO WORLDWIDE, INC. converts at a price of 30% of the average of the two lowest trading prices 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 convertible note was originally due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 and FOMO waived all default provisions under section 8 (a) through (n). All other provisions of the loan remain in effect.

 

On May 10, 2023, the Company sold 100% of KANAB CORP. from Himalaya for partial forgiveness of $17,017 loaned to the business on June 28, 2021 and as amended on November 9, 2021 and September 1, 2022. The transaction was subsequently unwound on June 15, 2023 thereby returning 100% of KANAB CORP. to the Company. The loan reduction remained, and the Company issued 100,000 Series B Preferred stock for the return of KANAB CORP.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

v3.23.4
CONVERTIBLE NOTE PAYABLES
3 Months Ended
Oct. 31, 2023
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE PAYABLES

Note 7 - CONVERTIBLE NOTE PAYABLES

 

The Company had convertible note payables with two 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 financial statements. As of October 31, 2023 and 2022, the Company had the following third-party convertible notes outstanding:

 

Lender  Origination   Maturity   October 31, 2022   October 31, 2023   Interest 
                     
GS Capital Partners LLC   6/29/21    6/29/22   $151,500   $145,500    24%
1800 Diagonal Lending LLC   8/15/22    8/15/23    39,250    8,600    8%
              190,750    154,100      
Unamortized discount             -    -     
             $190,750   $154,100      

 

The convertible note for GS Capital Partners LLC 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. At October 31, 2023, the note theoretically would convert into 404,166,667 common shares.

 

On August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $39,250, due on August 15, 2023 and bearing interest at 8%. The convertible note is convertible at 61% multiplied by the lowest trading price for the common stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date. At October 31, 2023, the note theoretically would convert into 23,497,268 common shares.

 

In connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”) of $4,250. At October 31, 2023, this discount was fully amortized.

 

During the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common stock.

 

The variables used for the Black-Scholes model are as listed below:

 

    October 31,2023   July 31, 2023
         
  Volatility: 333% - 339%   Volatility: 333%
         
  Risk free rate of return: 5.40%   Risk free rate of return: 5.40%
         
  Expected term: 1 year   Expected term: 1 year

 

v3.23.4
INCOME TAXES
3 Months Ended
Oct. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

Note 8 – INCOME TAXES

 

The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2023 and 2022 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 October 31, and July 31, 2023 will not be fully realizable.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

v3.23.4
STOCKHOLDERS ‘EQUITY
3 Months Ended
Oct. 31, 2023
Equity [Abstract]  
STOCKHOLDERS ‘EQUITY

Note 9 – STOCKHOLDERS ‘EQUITY

 

Common Stock

 

During the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common stock.

 

Preferred Stock

 

The preferred shares are in three classes:

 

  Class A shares which, 130,000,000 authorized are convertible into 50 shares of common shares for each share, these shares have voting rights of 1 vote per share. At October 31 and July 31, 2023, there were 9,398,371 and 8,457,777 shares issued and outstanding which equates into 469,918,550 and 422,888,850 votes, respectively.
     
  Class B shares, 20,000,000 authorized, which are convertible into 1,000 shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At October 31 and July 31, 2023, there were 518,730 and 518,730 shares issued and outstanding which equates into 518,730,000 and 518,730,000 votes, respectively.
     
  Class C shares, 1,000,000 authorized, which are convertible into 1 share of common shares for each share. These shares have voting rights of 100,000 votes per share. At October 31 and July 31, 2023, there were 1,000,000 shares outstanding which equates into 100,000,000,000 votes. These shares represent the controlling votes of the Company. These shares are all issued to the Company CEO. There are 99,000,000 shares of preferred shares authorized that have not been assigned a class at this time for future requirements.

 

During the three months ended October 31, 2023, the Company issued 940,594 shares of Class A Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $30,000.

 

During the three months ended October 31, 2022, the Company issued 9,090 shares of Class B Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $40,000.

 

Common Stock

 

The Company has 1,000,000,000 shares of common stock authorized, and 205,791,975 and 186,878,572 issued and outstanding at Oct 31, 2023 and July 31, 2023, respectively.

 

During the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common stock.

 

Warrants

 

On June 22, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO CORP. as a deposit for the purchase of KANAB CORP. The warrants were canceled and reissued during the year ended July 31, 2023 and exercised by FOMO CORP. for 10,000,000 Series A Preferred shares.

 

On June 29, 2021, the Company issued 15,000,000 warrants to GS Capital Group as part of the convertible debenture financing to fund operations. These warrants have a three-year expiration and a strike price of $0.01

 

On June 28, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO Advisors LLC for future advisory services. The warrants were exercised during the year ended July 31, 2023 by FOMO CORP. for 10,000,000 Series A Preferred shares.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

 

These FOMO Advisors LLC warrants were valued at $450,000 and are being recognized over the life of the agreement. During the three months ended October 31, 2023, the Company was notified that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized expense relating to these warrants.

 

During the quarter ended April 30, 2023, FOMO Advisors, LLC exercised 100,000,000 warrants to purchase two million (2,000,000) Series A Preferred shares of the Company which convert 1-50 into common stock and vote on an as converted basis. For the purchase, FOMO used $10,000 consideration of its credit line made available to us since June 2021.During the three months ended October 31, 2023, the Company was notified by the Secretary of State of Wyoming that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized expense relating to these warrants.

 

The following are the assumptions utilized in valuing the warrants:

 

Volatility   465%
Expected life   5 years 
Risk free rate   3%
Dividend yield   0%

 

The following table sets forth common share purchase warrants outstanding as of October 31 and July 31, 2023:

 

      Weighted
Average
   Intrinsic 
  Warrants   Exercise Price   Value 
Outstanding, July 31, 2022   65,000,000    0.0024    105,000 
               
Warrants granted   -    -    - 
Warrants exercised   (50,000,000)   -    - 
Warrants forfeited   -    -    - 
               
Outstanding, July 31, 2023   15,000,000    0.01    - 
               
Warrants granted   -    -    - 
Warrants exercised   -    -    - 
Warrants forfeited   -    -    - 
               
Outstanding, October 31, 2023   15,000,000   $0.01   $- 

 

v3.23.4
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

Note 10 – COMMITMENTS AND CONTINGENCIES

 

On August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $10,000 per month, broken down as $2,500 cash $7,500 stock if the Company is not SEC current, and $5,000 cash $5,000 stock when brought SEC current. Mr. Grover can elect to take the entire amount in Series B Preferred shares priced off the 20-day moving average closing bid price of HMLA common stock (1-1000 ratio) upon written notice at any time.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

During the three months ended October 31, 2023, the Company accrued $30,000 in compensation expense under this agreement and converted $30,000 in accrued compensation into 940,594 shares of Class A preferred stock.

 

During the three months ended October 31, 2022, the Company accrued $30,000 in compensation expense under this agreement and converted $40,000 in accrued compensation into 9,090 shares of Class B preferred stock.

  

v3.23.4
SUBSEQUENT EVENTS
3 Months Ended
Oct. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 11 – SUBSEQUENT EVENTS

 

On November 3, 2023, a third-party lender converted $3,100.00 of principal amount into 10,000,000 shares of our common stock.

 

On November 7, 2023, we launched an indoor agriculture division called “Infood Technologies, Inc.” and, on or around that time, filed a fictitious name (i.e., “doing business as” or “d/b/a”) in the Commonwealth of Pennsylvania. As part of the offering, we have signed reseller agreements with Nelson & Pade, Inc., a provider of aquaponics systems and content, and Vertical Crop Consultant, Inc., a provider of shipping container based farming solutions under “CropBox” and indoor farming services and support.

 

On November 16, 2023, a third-party lender converted $4,500.00 of principal amount into 10,465,116 shares of our common stock.

 

On December 13, 2023, our CEO Vikram Grover converted $5,000 of accrued compensation into 142,857 Series A Preferred shares.

 

On December 19, 2023, our CEO Vikram Grover converted $1,000 of accrued compensation into 22,222 Series A Preferred shares.

v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.

 

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of October 31, 2023 and the results of operations and cash flows for the three months ended October 31, 2023 and 2022. The results of operations for the three months ended October 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

 

Use of Estimates

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

Consolidation

 

The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, KANAB CORP. All material intercompany transactions and accounts have been eliminated in the consolidation.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Fair Value of Financial Instruments

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.

 

The Company has 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.

 

The Company recognizes 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, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   449,790    -    -    449,790 
Total liabilities measured at fair value   449,790              449,790 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Assets and liabilities measured at fair value are as follows as of July 31, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   680,946    -    -    680,946 
Total liabilities measured at fair value   680,946              680,946 

 

Earnings Per Share (EPS)

Earnings Per Share (EPS)

 

During the three months ended October 31, 2023 and 2022, 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

Income Taxes

 

On October 31, 2023, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 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 June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 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.

 

Risks and Uncertainties

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

Crude Oil and Natural Gas Properties

 

During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022.

 

Revenue Recognition

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.

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Stock-Based Compensation

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

Intangible Assets

 

The Company’s intangible assets include the Kanab.Club 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

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.

 

Derivative Liabilities

Derivative Liabilities

 

The Company assessed the classification of its derivative financial instruments as of October 31, 2023 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

The Company recognizes 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, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   449,790    -    -    449,790 
Total liabilities measured at fair value   449,790              449,790 

 

 

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023 AND 2022

(UNAUDITED)

 

Assets and liabilities measured at fair value are as follows as of July 31, 2023:

 

   Total   Level 1   Level 2   Level 3 
Assets                    
Investments   21,000    21,000    -    - 
Total assets measured at fair value   21,000    21,000    -    - 
                     
Liabilities                    
Derivative liability   680,946    -    -    680,946 
Total liabilities measured at fair value   680,946              680,946 
v3.23.4
ACQUISITION OF KANAB CORP (Tables)
3 Months Ended
Oct. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS

The following summarizes the acquired intangible assets:

 

   October 31,   July 31, 
   2023   2023 
Intangible assets  $23,800   $23,800 
Accumulated amortization   (10,352)   (9,149)
Intangible assets- net  $13,448   $14,651 
v3.23.4
CONVERTIBLE NOTE PAYABLES (Tables)
3 Months Ended
Oct. 31, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING

 

Lender  Origination   Maturity   October 31, 2022   October 31, 2023   Interest 
                     
GS Capital Partners LLC   6/29/21    6/29/22   $151,500   $145,500    24%
1800 Diagonal Lending LLC   8/15/22    8/15/23    39,250    8,600    8%
              190,750    154,100      
Unamortized discount             -    -     
             $190,750   $154,100      
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL

The variables used for the Black-Scholes model are as listed below:

 

    October 31,2023   July 31, 2023
         
  Volatility: 333% - 339%   Volatility: 333%
         
  Risk free rate of return: 5.40%   Risk free rate of return: 5.40%
         
  Expected term: 1 year   Expected term: 1 year
v3.23.4
STOCKHOLDERS ‘EQUITY (Tables)
3 Months Ended
Oct. 31, 2023
Equity [Abstract]  
SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS

The following are the assumptions utilized in valuing the warrants:

 

Volatility   465%
Expected life   5 years 
Risk free rate   3%
Dividend yield   0%
SCHEDULE OF PURCHASE WARRANTS OUTSTANDING

The following table sets forth common share purchase warrants outstanding as of October 31 and July 31, 2023:

 

      Weighted
Average
   Intrinsic 
  Warrants   Exercise Price   Value 
Outstanding, July 31, 2022   65,000,000    0.0024    105,000 
               
Warrants granted   -    -    - 
Warrants exercised   (50,000,000)   -    - 
Warrants forfeited   -    -    - 
               
Outstanding, July 31, 2023   15,000,000    0.01    - 
               
Warrants granted   -    -    - 
Warrants exercised   -    -    - 
Warrants forfeited   -    -    - 
               
Outstanding, October 31, 2023   15,000,000   $0.01   $- 
v3.23.4
ORGANIZATION (Details Narrative)
3 Months Ended
Oct. 31, 2023
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Revenues $ 1,500
v3.23.4
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($)
Oct. 31, 2023
Jul. 31, 2023
Platform Operator, Crypto-Asset [Line Items]    
Investments $ 21,000 $ 21,000
Total assets measured at fair value 21,000 21,000
Derivative liability 449,790 680,946
Total liabilities measured at fair value 449,790 680,946
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Investments 21,000 21,000
Total assets measured at fair value 21,000 21,000
Derivative liability
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Investments
Total assets measured at fair value
Derivative liability
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Investments
Total assets measured at fair value
Derivative liability 449,790 680,946
Total liabilities measured at fair value $ 449,790 $ 680,946
v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
Oct. 31, 2023
Accounting Policies [Abstract]  
Finite lived intangible asset useful life 5 years
v3.23.4
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Accumulated deficit $ 8,738,764   $ 8,637,251
Working capital 933,038    
Operating losses $ 295,920 $ 81,717  
v3.23.4
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($)
Oct. 31, 2023
Jul. 31, 2023
Business Acquisition [Line Items]    
Intangible assets- net $ 13,448 $ 14,651
Kanab Corp [Member]    
Business Acquisition [Line Items]    
Intangible assets 23,800 23,800
Accumulated amortization (10,352) (9,149)
Intangible assets- net $ 13,448 $ 14,651
v3.23.4
ACQUISITION OF KANAB CORP (Details Narrative) - Kanab Corp [Member]
Jul. 31, 2021
USD ($)
shares
Business Acquisition [Line Items]  
Ownership percentage acquired 100.00%
Development costs period cost | $ $ 11,500
Series B Preferred Stock [Member]  
Business Acquisition [Line Items]  
Shares issued for purchase of Kanab Corp, shares | shares 300,000
v3.23.4
INVESTMENTS (Details Narrative) - USD ($)
3 Months Ended
Jun. 12, 2023
Oct. 31, 2023
Jul. 31, 2023
Converted value of preferred shares   $ 38,170  
Fomo Worldwide Inc [Member]      
Common stock purchased 210,000,000    
Fair value of investment $ 63,000    
Loss on acquisition of investments $ 37,800    
Investment, value   $ 21,000 $ 21,000
Fomo Worldwide Inc [Member] | Series A Preferred Stock [Member]      
Stock issued during period shares new issues 1,680,000    
Converted value of preferred shares $ 100,800    
v3.23.4
LOANS PAYABLE DUE TO RELATED PARTIES (Details Narrative) - USD ($)
3 Months Ended
May 10, 2023
Oct. 31, 2023
Jul. 31, 2023
Jun. 15, 2023
Oct. 31, 2022
Jun. 28, 2021
Related Party Transaction [Line Items]            
Loan from affiliate   $ 45,319 $ 41,157      
Kanab Corp [Member]            
Related Party Transaction [Line Items]            
Debt instrument, partial forgiveness $ 17,017          
Percentage of return on acquired loaned business       100.00%    
Kanab Corp [Member] | Series B Preferred Stock [Member]            
Related Party Transaction [Line Items]            
Number of shares issued 100,000          
Fomo Worldwide Inc [Member]            
Related Party Transaction [Line Items]            
Loan received           $ 25,000
Loan from affiliate   $ 45,319     $ 38,290  
Debt instrument conversion rate   30.00%        
Kanab Corp [Member]            
Related Party Transaction [Line Items]            
Sale of stock 100.00%          
v3.23.4
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($)
3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Short-Term Debt [Line Items]    
Convertible notes $ 154,100 $ 190,750
Unamortized discount
Unamortized discount total $ 154,100 190,750
G S Capital Partners L L C [Member]    
Short-Term Debt [Line Items]    
Lender GS Capital Partners LLC  
Origination Jun. 29, 2021  
Maturity Jun. 29, 2022  
Convertible notes $ 145,500 151,500
Interest 24.00%  
Diagonal Lending L L C [Member]    
Short-Term Debt [Line Items]    
Lender 1800 Diagonal Lending LLC  
Origination Aug. 15, 2022  
Maturity Aug. 15, 2023  
Convertible notes $ 8,600 $ 39,250
Interest 8.00%  
v3.23.4
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL (Details)
3 Months Ended 12 Months Ended
Oct. 31, 2023
Jul. 31, 2023
Measurement Input, Price Volatility [Member]    
Debt Instrument [Line Items]    
Debt measurement input   333
Measurement Input, Price Volatility [Member] | Minimum [Member]    
Debt Instrument [Line Items]    
Debt measurement input 333  
Measurement Input, Price Volatility [Member] | Maximum [Member]    
Debt Instrument [Line Items]    
Debt measurement input 339  
Measurement Input, Risk Free Interest Rate [Member]    
Debt Instrument [Line Items]    
Debt measurement input 5.40 5.40
Measurement Input, Expected Term [Member]    
Debt Instrument [Line Items]    
Expected term 1 year 1 year
v3.23.4
CONVERTIBLE NOTE PAYABLES (Details Narrative) - USD ($)
3 Months Ended
Aug. 15, 2022
Oct. 31, 2023
Oct. 31, 2022
Short-Term Debt [Line Items]      
Amortization of debt discount premium   $ 154,100 $ 190,750
Third Party Lender [Member]      
Short-Term Debt [Line Items]      
Debt conversion of common stock, shares   18,913,403  
Debt conversion of amount   $ 8,100  
Convertible Note Agreement [Member]      
Short-Term Debt [Line Items]      
Debt interest rate 8.00%    
Debt conversion of common stock, shares   23,497,268  
Convertible debt $ 39,250    
Debt maturity date Aug. 15, 2023    
Debt instrument convertible threshold percentage 61.00%    
G S Capital Partners L L C [Member]      
Short-Term Debt [Line Items]      
Debt interest rate   24.00%  
Debt conversion percentage   60.00%  
Debt conversion of common stock, shares   404,166,667  
Debt maturity date   Jun. 29, 2022  
Third Party One [Member]      
Short-Term Debt [Line Items]      
Debt interest rate   10.00%  
Third Party Two [Member]      
Short-Term Debt [Line Items]      
Debt interest rate   12.00%  
Third Party Three [Member]      
Short-Term Debt [Line Items]      
Debt interest rate   22.00%  
Diagonal Lending L L C [Member]      
Short-Term Debt [Line Items]      
Amortization of debt discount premium   $ 4,250  
v3.23.4
SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS (Details)
Oct. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Expected life 5 years
Measurement Input, Price Volatility [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 465
Measurement Input, Risk Free Interest Rate [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 3
Measurement Input, Expected Dividend Rate [Member]  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 0
v3.23.4
SCHEDULE OF PURCHASE WARRANTS OUTSTANDING (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2023
Jul. 31, 2023
Equity [Abstract]    
Number of warrants, outstanding, balance, beginning 15,000,000 65,000,000
Weighted average exercise price, Beginning $ 0.01 $ 0.0024
Weighted average intrinsic value, beginning $ 105,000
Number of warrants, granted
Weighted average exercise price, granted
Number of warrants, exercised (50,000,000)
Weighted average exercise price, exercised
Number of warrants, forfeited
Weighted average exercise price, forfeited
Number of warrants, outstanding, balance, ending 15,000,000 15,000,000
Weighted average exercise price, ending $ 0.01 $ 0.01
Weighted average intrinsic value, ending
v3.23.4
STOCKHOLDERS ‘EQUITY (Details Narrative) - USD ($)
3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Jul. 31, 2023
Apr. 30, 2023
Jun. 29, 2021
Jun. 28, 2021
Jun. 22, 2021
Class of Stock [Line Items]              
Common stock, shares authorized 1,000,000,000   1,000,000,000        
Common stock, shares issued 205,791,975   186,878,572        
Common stock, shares outstanding 205,791,975   186,878,572        
Warrants and rights outstanding, term 5 years            
Issuance of stock and warrants $ 260,384 $ 22,500          
Fomo Corp [Member]              
Class of Stock [Line Items]              
Warrant issued             50,000,000
Warrants and rights outstanding, term             5 years
Exercise price per share warrants             $ 0.0001
GS Capital Group [Member]              
Class of Stock [Line Items]              
Warrant issued         15,000,000    
Warrants and rights outstanding, term         3 years    
Exercise price per share warrants         $ 0.01    
FOMO Advisors LLC [Member]              
Class of Stock [Line Items]              
Warrant issued           50,000,000  
Warrants and rights outstanding, term           5 years  
Exercise price per share warrants           $ 0.0001  
Warrant purchased       100,000,000      
Issuance of stock and warrants 450,000            
Warrants unrecognized $ 260,384            
Line of credit       $ 10,000      
Preferred Stock [Member]              
Class of Stock [Line Items]              
Preferred stock, shares authorized for future 99,000,000   99,000,000        
Preferred Class A [Member]              
Class of Stock [Line Items]              
Preferred stock, shares authorized 130,000,000   130,000,000        
Conversion of common stock, shares 50            
Preferred stock voting rights voting rights of 1 vote per share            
Preferred Stock, Shares Issued 9,398,371   8,457,777        
Preferred stock, shares outstanding 9,398,371   8,457,777        
Preferred stock shares votes 469,918,550   422,888,850        
Conversion of accrued compensation $ 30,000            
Preferred Class B [Member]              
Class of Stock [Line Items]              
Preferred stock, shares authorized 20,000,000   20,000,000        
Conversion of common stock, shares 1,000            
Preferred stock voting rights voting rights of 1,000 votes per share            
Preferred Stock, Shares Issued 518,730   518,730        
Preferred stock, shares outstanding 518,730   518,730        
Preferred stock shares votes 518,730,000   518,730,000        
Conversion of accrued compensation   $ 30,000          
Preferred Class C [Member]              
Class of Stock [Line Items]              
Preferred stock, shares authorized 1,000,000   1,000,000        
Conversion of common stock, shares 1            
Preferred stock voting rights voting rights of 100,000 votes per share            
Preferred Stock, Shares Issued 1,000,000   1,000,000        
Preferred stock, shares outstanding 1,000,000   1,000,000        
Preferred stock shares votes 100,000,000,000   100,000,000,000        
Series A Preferred Stock [Member] | Fomo Corp [Member]              
Class of Stock [Line Items]              
Warrant purchased     10,000,000        
Series A Preferred Stock [Member] | FOMO Advisors LLC [Member]              
Class of Stock [Line Items]              
Warrant purchased     10,000,000 2,000,000      
Third Party Lender [Member]              
Class of Stock [Line Items]              
Debt conversion of amount $ 8,100            
Debt conversion of common stock, shares 18,913,403            
Chief Executive Officer [Member] | Preferred Class A [Member]              
Class of Stock [Line Items]              
Number of new shares issued 940,594            
Conversion of accrued compensation $ 30,000            
Chief Executive Officer [Member] | Preferred Class B [Member]              
Class of Stock [Line Items]              
Number of new shares issued   9,090          
Conversion of accrued compensation   $ 40,000          
v3.23.4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
3 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Aug. 01, 2021
Preferred Class A [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Compensation expense $ 30,000    
Converison of stock, shares issued 940,594    
Series A Preferred Stock [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Accrued compensation expense $ 30,000    
Preferred Class B [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Compensation expense   $ 30,000  
Accrued compensation expense   $ 40,000  
Converison of stock, shares issued   9,090  
Chief Executive Officer [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Employee related liabilities     $ 10,000
Employee related liabilities noncurrent     2,500
Employee related liabilities in shares, noncurrent     7,500
Employee related liabilities current     5,000
Employee related liabilities in shares current     $ 5,000
Chief Executive Officer [Member] | Preferred Class A [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Compensation expense $ 30,000    
Chief Executive Officer [Member] | Preferred Class B [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Compensation expense   $ 40,000  
v3.23.4
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
3 Months Ended
Dec. 19, 2023
Dec. 13, 2023
Nov. 16, 2023
Nov. 03, 2023
Oct. 31, 2023
Third Party Lender [Member]          
Subsequent Event [Line Items]          
Debt conversion of amount         $ 8,100
Debt conversion of common stock, shares         18,913,403
Third Party Lender [Member] | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Debt conversion of amount     $ 4,500.00 $ 3,100.00  
Third Party Lender [Member] | Subsequent Event [Member] | Common Stock [Member]          
Subsequent Event [Line Items]          
Debt conversion of common stock, shares     10,465,116 10,000,000  
Chief Executive Officer [Member] | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Compensation expense $ 1,000 $ 5,000      
Chief Executive Officer [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member]          
Subsequent Event [Line Items]          
Converison of stock, shares issued 22,222 142,857      

Himalaya Technologies (PK) (USOTC:HMLA)
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