UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For
the Quarterly Period Ended
OR
For the transition period from ______________ to ______________
Commission
File No.
(Exact name of small business issuer as specified in its charter)
| 5511 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Homeland Resources Ltd.
1 E Erie St, Ste 525 Unit #2420, Chicago, IL 60611
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Pink Current |
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.
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).
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 ☐ |
| 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 ☐
The number of shares of Common Stock (.0001 par value) of the registrant outstanding was at March 15, 2023.
Explanatory Note
HIMALAYA TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JANUARY 31, 2023
TABLE OF CONTENTS
| 2 |
PART I
ITEM 1. FINANCIAL STATEMENTS
HIMALAYA TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS
| 3 |
Himalaya Technologies Inc
Condensed Consolidated Balance Sheets
| January 31, | July 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Investment in oil and gas properties | ||||||||
| Investment GENBIO | ||||||||
| Investment TAG | ||||||||
| Website design | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Derivative liability | ||||||||
| Loan from shareholder | ||||||||
| Loan from affiliate | ||||||||
| Loans payable due to non-related parties, net | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock; $ par value authorized: shares; issued and outstanding | ||||||||
| Preferred stock Class A; $ par value authorized: shares; issued and outstanding , discretionary | ||||||||
| Preferred stock Class B; $ par value authorized: shares; issued and outstanding and respectively; discretionary | ||||||||
| Preferred stock Class C; $ par value authorized: shares; issued and outstanding and discretionary | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 4 |
Himalaya Technologies Inc
Condensed Consolidated Statement of Operations
(Unaudited)
For the Three Months Ended January 31, | For the Six Months Ended January 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Amortization expense | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Derivative expense | ( | ) | ( | ) | ||||||||||||
| Change in derivative liability | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on sale of oil and gas properties | ||||||||||||||||
| Other income | ||||||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common equivalent share outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed 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 | No | Number | $0.0001 | Number | $0.0001 | Number | $0.0001 | Additional | Total | |||||||||||||||||||||||||||||||||||
of Shares | par value | of Shares | par value | of Shares | par value | of Shares | par value | paid-in capital | Accumulated deficit | stockholders’ deficit | ||||||||||||||||||||||||||||||||||
| Balance, July 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for accrued compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, July 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for investment | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 6 |
Himalaya Technologies Inc
Condensed Consolidated Statement of Cash Flows
(Unaudited)
| For the Six Months Ended January 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows provided by (used for) operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to resoncile net loss to net cash provided by (used for) operating activities: | ||||||||
| Amortization expense | ||||||||
| Gain on sale of oil and gas properties | ( | ) | ||||||
| Change in derivative liability | ||||||||
| Derivative expense | ||||||||
| Amortization of debt discount | ||||||||
| Loan cost | ||||||||
| Shares/ Warrants issued for services | ||||||||
| Increase (decrease) in assets and liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued interest on loans payable | ||||||||
| Net cash used for operating activities | ( | ) | ( | ) | ||||
| Cash flows provided by (used for) Investing activities | ||||||||
| Payment of Websie Design | ( | ) | ||||||
| Net cash provied by (used for) investing activities | ( | ) | ||||||
| Cash flows provided by (used for) Financing activities | ||||||||
| Payment of related party loan | ( | ) | ( | ) | ||||
| Proceeds from loan from afiliate | ( | ) | ||||||
| Proceeds from non-related loans | ||||||||
| Net cash provied by (used for) financing activities | ( | ) | ||||||
| Net (decrease) increase in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Preferred stock issued for accrued compensation | $ | $ | ||||||
| Common stock issued for debt | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 7 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 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 has leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the
company generated approximately $
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’ social site Kanab.Club targeting health and wellness based on the cannabis
market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing its
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, 2022.
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 January 31, 2023 and the results of operations and cash flows for the three and six months ended January 31, 2023 and 2022. The results of operations for the three and six months ended January 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.
| 8 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
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.
Cash
Cash
consists of deposits in two large national banks. On January 31, 2023 and July 31, 2022, respectively, the Company had $
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.
| 9 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
Assets and liabilities measured at fair value are as follows as of January 31, 2023:
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Total assets measured at fair value | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total liabilities measured at fair value | ||||||||||||||||
Assets and liabilities measured at fair value are as follows as of July 31, 2022:
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Total assets measured at fair value | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total liabilities measured at fair value | ||||||||||||||||
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three months ended January 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
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
| 10 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during
which,
based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is
On January 31, 2023, and July 31, 2022, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2022 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.
Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude Oil and Natural Gas Properties
The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
| 11 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.
Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves.
The crude oil and gas properties are fully depleted.
During the three months ended January 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
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based Compensation
The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible Assets
The
Company’s intangible assets 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
| 12 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
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 January 31, 2023 and July 31, 2022, 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.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any.
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 $
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. The Company anticipates that we will have to raise additional capital to fund operations over the next 12 months. To the extent that the Company is required to raise additional funds to acquire properties, and to cover costs of operations, the Company intends to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.
Note 4 – ACQUISITION OF KANAB CORP.
On
July 31, 2021, the Company acquired
| 13 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
As
consideration for the purchase, we issued 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 $
The following summarizes the acquired intangible assets:
| January 31, | July 31, | |||||||
| 2023 | 2022 | |||||||
| Intangible assets | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Note 5 - INVESTMENTS
On
November 28, 2021, the Company issued series B preferred shares of stock for common shares of GenBio, Inc., representing
On
January 1, 2022, the Company issued series B preferred shares of HMLA stock for Member Interests of The Agrarian Group,
LLC (“TAG”) representing
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES
As
of January 31, 2023 and July 31, 2022, the Company’s former chief executive officer had an outstanding balance of $ and $
On
June 28, 2021, the Company received a loan of $
| 14 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 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
| Lender | Origination | Maturity | January 31, 2023 | July 31, 2022 | Interest | |||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
The
convertible note for GS Capital Partners LLC converts at a price of
On
August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $
In
connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”)
of $
The variables used for the Black-Scholes model are as listed below:
| January 31, 2023 | July 31, 2022 | |||
| ● | Volatility:
|
Volatility:
| ||
| ● | Risk
free rate of return: |
Risk
free rate of return: | ||
| ● | Expected
term: |
Expected
term: |
Note 8 – INCOME TAXES
The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 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 January 31, 2023 and July 31, 2022 will not be fully realizable.
| 15 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
Note 9 – STOCKHOLDERS ‘EQUITY
Common Stock
The Company has shares of common stock authorized, and issued and outstanding at October 31, and July 31, 2022.
During the six months ended January 31, 2023, shares of common stock were issued.
During
the six months ended January 31, 2022, third-party lenders converted $
Preferred Stock
The Company has of preferred stock authorized. The preferred shares are in three classes:
| ● | Class
A shares which, authorized are convertible into shares of common shares for each share, these shares have | |
| ● | Class
B shares, authorized, which are convertible into shares of common shares for each share, these shares have | |
| ● | Class
C shares, authorized, which are convertible into share of common shares for each share. These shares have |
During the six months ended January 31, 2023, the Company issued shares of Class B Preferred to the Company’s CEO for the conversion of accrued compensation of $.
During the six months ended January 31, 2022, the Company issued shares of Class B Preferred for services. These shares were valued at the value of the as-if converted common shares on the date of issuance.
Warrants
On
June 29, 2021, the Company issued
On
June 28, 2021, the Company issued
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.
| 16 |
Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2023 AND 2022
(UNAUDITED)
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.
The
| Volatility | % | |||
| Expected life | ||||
| Risk free rate | % | |||
| Dividend yield | % |
The following table sets forth common share purchase warrants outstanding as of January 31, 2023:
| Weighted Average | Intrinsic | |||||||||||
| Warrants | Exercise Price | Value | ||||||||||
| Outstanding, August 1, 2022 | $ | |||||||||||
| Warrants granted | - | |||||||||||
| Warrants exercised | - | |||||||||||
| Warrants forfeited | - | |||||||||||
| Outstanding, January 31, 2023 | $ | |||||||||||
Note 10 – COMMITMENTS AND CONTINGENCIES
On
August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $
During the six months ended January 31, 2023, the Company accrued $ in compensation expense under this agreement and converted $ in accrued compensation into shares of Class B preferred stock.
Note 11 – ACQUISITION
On
October 28, 2022, the Company signed a binding purchase agreement, subsequently amended on November 25, 2022, to acquire the assets of
Russell Associates, a training software provider based in the Midwest and founded in 1980 that creates customized training programs for
its clients. The total agreed purchase price is up to $
Note 12 – SALE OF OIL AND GAS INTERESTS
On
November 8, 2022, 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 for $
| 17 |
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 has 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 is to develop and enhance our social site Kanab.Club targeting health and wellness in the cannabis media market supplemented by strategic acquisitions and investments in GenBio, Inc. and other potential to be determined opportunities. On June 28, 2021, the Company amended its Articles of Incorporation to change the name of the Company to Himalaya Technologies, Inc. from Homeland Resources Ltd.
Our business plan includes completing our social site Kanab.Club targeting health and wellness focused on the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing our planned 19.9% investment GenBio, Inc.’s health and wellness products targeting anti-inflammatory nutraceuticals to consumers. In the future, in partnership with GenBio, Inc., we plan to introduce a health and wellness energy and anti-inflammatory beverage product under the brand “FOMO” or other to drive growth. We are currently in preliminary discussions with co-pack and distribution companies, and GenBio, Inc. is formulating its extracts and obtaining laboratory certification for this planned consumer beverage, though there can be no assurance of a successful product formulation or distribution.
The Company has one wholly owned subsidiary, KANAB CORP. The Company has two investments, GenBio, Inc. and The Agrarian Group, LLC. The Company owns 19.9% of GenBio, Inc. and 19.9% of The Agrarian Group, LLC.
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.
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 values the investment at $189,749. The GenBio transaction is being accounted for as an investment on our balance sheet. We will not consolidate GenBio’s financial statements.
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. The TAG transaction is being accounted for as an investment on our balance sheet. We will not consolidate TAG’s financial statements.
| 18 |
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 January 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 January 31, 2023 and 2022
Revenues. During the three months ended January 31, 2023 and 2022, the Company had no revenues.
Cost of Revenues. During the three months ended January 31, 2023 and 2022, the Company had no cost of revenues.
Operating Expenses. During the three months ended January 31, 2023, the Company incurred operating expenses of $81,336 consisting primarily of shares issued for services and compensation expense. During the three months ended January 31, 2022, the Company incurred operating expenses of $40,816. The increase in operating expenses in 2023 from 2022 was due primarily to shares and warrants issued for services.
Other Income (Expenses). During the three months ended January 31, 2023, the Company incurred other expenses of $147,613 consisting of interest expense, derivative liability gains, a gain on the sale of oil and gas properties, and other income. During the three months ended January 31, 2022, the Company incurred other income of $474,221 consisting of interest expense, derivative liability gains, income on debt settlement and other income.
Net Losses. As a result of the above, the Company incurred a net loss of $228,949, for the three months ended January 31, 2023, as compared to a net loss of $515,037 for the three months ended January 31, 2022.
Results of Operation for the Six Months Ended January 31, 2023 and 2022
Revenues. During the six months ended January 31, 2023 and 2022, the Company had no revenues.
Cost of Revenues. During the six months ended January 31, 2023 and 2022, the Company had no cost of revenues.
Operating Expenses. During the six months ended January 31, 2023, the Company incurred operating expenses of $163,053 consisting primarily of shares issued for services and compensation expense. During the six months ended January 31, 2022, the Company incurred operating expenses of $62,837. The increase in operating expenses in 2023 from 2022 was due primarily to shares and warrants issued for services.
| 19 |
Other Income (Expenses). During the six months ended January 31, 2023, the Company incurred other expenses of $249,239 consisting of interest expense, derivative liability gains, a gain on the sale of oil and gas properties, and other income. During the six months ended January 31, 2022, the Company incurred other income of $419,291 consisting of interest expense, derivative liability gains, income on debt settlement and other income.
Net Losses. As a result of the above, the Company incurred a net loss of $412,292, for the six months ended January 31, 2023, as compared to a net loss of $482,128 for the six months ended January 31, 2022.
Liquidity and Capital Resources
We have incurred losses since the inception of our business and as of January 31, 2023 we had an accumulated deficit of $8,471,768. As of January 31, 2023, the Company had cash balance of $1,082 and negative working capital of $1,347,574.
To date, we have funded our operations through short-term debt and equity financing. During the six months ended January 31, 2023, the Company received $39,250, less $4,250 in expenses, in third party lending.
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 $151,500 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 January 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 20 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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
Item 6. Exhibits.
| (a) | Exhibits. |
| 21 |
*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.
| 22 |
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: March 17, 2023 | /s/ Vikram Grover |
| Vikram Grover, President | |
| (Principal Executive Officer) | |
| Date: March 17, 2023 | /s/ Vikram Grover |
| Vikram Grover, Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
| 23 |
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) | |
| March 17, 2023 |
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 | |
| Chief Financial Officer | |
| March 17, 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 January 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) | |
| March 17, 2023 | |
| /s/ Vikram Grover | |
| Vikram Grover | |
| Chief Financial Officer | |
| March 17, 2023 |
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jan. 31, 2023 |
Jan. 31, 2022 |
Jan. 31, 2023 |
Jan. 31, 2022 |
|
| Income Statement [Abstract] | ||||
| Operating revenue | ||||
| Cost of revenue | ||||
| Gross profit | ||||
| Operating expenses: | ||||
| General and administrative | 80,133 | 40,233 | 160,732 | 61,671 |
| Amortization expense | 1,203 | 583 | 2,321 | 1,166 |
| Total operating expenses | 81,336 | 40,816 | 163,053 | 62,837 |
| Loss from operations | (81,336) | (40,816) | (163,053) | (62,837) |
| Other income (expenses) | ||||
| Interest expense | (8,524) | (4,924) | (15,878) | (9,848) |
| Derivative expense | (59,550) | (64,937) | ||
| Change in derivative liability | (251,183) | (409,829) | (280,674) | (409,829) |
| Gain on sale of oil and gas properties | 112,000 | 112,000 | ||
| Other income | 94 | 82 | 250 | 386 |
| Total other income (expenses) | (147,613) | (474,221) | (249,239) | (419,291) |
| Loss before income taxes | (228,949) | (515,037) | (412,292) | (482,128) |
| Provision for income taxes | ||||
| Net income (loss) | $ (228,949) | $ (515,037) | $ (412,292) | $ (482,128) |
| Net loss per share, basic and diluted | $ (0.00) | $ (0.01) | $ (0.00) | $ (0.01) |
| Weighted average common equivalent share outstanding, basic and diluted | 147,201,861 | 76,274,181 | 147,201,861 | 76,274,181 |
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 |
|---|---|---|---|---|---|---|---|
| Beginning balance, value at Jul. 31, 2021 | $ 9,773 | $ 30 | $ 100 | $ 6,709,111 | $ (7,862,437) | $ (1,143,423) | |
| Beginning balance, shares at Jul. 31, 2021 | 97,734,883 | 300,000 | 1,000,000 | ||||
| Net loss | 32,909 | 32,909 | |||||
| Conversion of convertible debt | $ 3,020 | 66,429 | 69,449 | ||||
| Conversion of convertible debt, shares | 30,198,755 | ||||||
| Shares issued for services | $ 2 | 23,998 | 24,000 | ||||
| Shares issued for services, shares | 20,000 | ||||||
| Ending balance, value at Oct. 31, 2021 | $ 12,793 | $ 32 | $ 100 | 6,799,538 | (7,829,528) | (1,017,065) | |
| Ending balance, shares at Oct. 31, 2021 | 127,933,638 | 320,000 | 1,000,000 | ||||
| Beginning balance, value at Jul. 31, 2021 | $ 9,773 | $ 30 | $ 100 | 6,709,111 | (7,862,437) | (1,143,423) | |
| Beginning balance, shares at Jul. 31, 2021 | 97,734,883 | 300,000 | 1,000,000 | ||||
| Net loss | (482,128) | ||||||
| Ending balance, value at Jan. 31, 2022 | $ 12,793 | $ 54 | $ 100 | 7,109,108 | (8,344,565) | (1,222,510) | |
| Ending balance, shares at Jan. 31, 2022 | 127,933,638 | 519,736 | 1,000,000 | ||||
| Beginning balance, value at Oct. 31, 2021 | $ 12,793 | $ 32 | $ 100 | 6,799,538 | (7,829,528) | (1,017,065) | |
| Beginning balance, shares at Oct. 31, 2021 | 127,933,638 | 320,000 | 1,000,000 | ||||
| Shares issued for investment | $ 22 | 309,570 | 309,592 | ||||
| Shares issued for accrued compensation, shares | 199,736 | ||||||
| Net loss | (515,037) | (515,037) | |||||
| Ending balance, value at Jan. 31, 2022 | $ 12,793 | $ 54 | $ 100 | 7,109,108 | (8,344,565) | (1,222,510) | |
| Ending balance, shares at Jan. 31, 2022 | 127,933,638 | 519,736 | 1,000,000 | ||||
| Beginning balance, value at Jul. 31, 2022 | $ 14,720 | $ 54 | $ 100 | 7,350,927 | (8,059,476) | (693,675) | |
| Beginning balance, shares at Jul. 31, 2022 | 147,201,861 | 536,876 | 1,000,000 | ||||
| Shares issued for investment | $ 1 | 39,999 | 40,000 | ||||
| Shares issued for accrued compensation, shares | 9,090 | ||||||
| Recognition of warrants | 22,500 | 22,500 | |||||
| Net loss | (183,343) | (183,343) | |||||
| Ending balance, value at Oct. 31, 2022 | $ 14,720 | $ 55 | $ 100 | 7,413,426 | (8,242,819) | (814,518) | |
| Ending balance, shares at Oct. 31, 2022 | 147,201,861 | 545,966 | 1,000,000 | ||||
| Beginning balance, value at Jul. 31, 2022 | $ 14,720 | $ 54 | $ 100 | 7,350,927 | (8,059,476) | (693,675) | |
| Beginning balance, shares at Jul. 31, 2022 | 147,201,861 | 536,876 | 1,000,000 | ||||
| Net loss | (412,292) | ||||||
| Ending balance, value at Jan. 31, 2023 | $ 14,720 | $ 55 | $ 100 | 7,435,926 | (8,471,768) | (1,020,967) | |
| Ending balance, shares at Jan. 31, 2023 | 147,201,861 | 545,966 | 1,000,000 | ||||
| Beginning balance, value at Oct. 31, 2022 | $ 14,720 | $ 55 | $ 100 | 7,413,426 | (8,242,819) | (814,518) | |
| Beginning balance, shares at Oct. 31, 2022 | 147,201,861 | 545,966 | 1,000,000 | ||||
| Recognition of warrants | 22,500 | 22,500 | |||||
| Net loss | (228,949) | (228,949) | |||||
| Ending balance, value at Jan. 31, 2023 | $ 14,720 | $ 55 | $ 100 | $ 7,435,926 | $ (8,471,768) | $ (1,020,967) | |
| Ending balance, shares at Jan. 31, 2023 | 147,201,861 | 545,966 | 1,000,000 |
ORGANIZATION |
6 Months Ended |
|---|---|
Jan. 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 has leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. During the six months ended January 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’ social site Kanab.Club targeting health and wellness based on the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing its 19.9% investment GenBio, Inc.’s health and wellness products targeting anti-inflammatory nutraceuticals to consumers. Additionally, the Company intends to pursue growth of its minority investment in agriculture technology in The Agrarian Group, LLC (“TAG”).
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| 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, 2022.
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 January 31, 2023 and the results of operations and cash flows for the three and six months ended January 31, 2023 and 2022. The results of operations for the three and six months ended January 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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.
Cash
Cash consists of deposits in two large national banks. On January 31, 2023 and July 31, 2022, respectively, the Company had $1,082 and $4,141 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
Assets and liabilities measured at fair value are as follows as of January 31, 2023:
Assets and liabilities measured at fair value are as follows as of July 31, 2022:
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three months ended January 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
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during
which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
On January 31, 2023, and July 31, 2022, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2022 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.
Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude Oil and Natural Gas Properties
The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.
Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves.
The crude oil and gas properties are fully depleted.
During the three months ended January 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
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based Compensation
The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible Assets
The Company’s intangible assets 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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 January 31, 2023 and July 31, 2022, 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.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any.
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GOING CONCERN |
6 Months Ended |
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Jan. 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 $8,471,768 as of January 31, 2023. The Company also had negative working capital of $1,347,574 at January 31, 2023, and had operating losses of $163,053 and $62,837 for the six months ended January 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. The Company anticipates that we will have to raise additional capital to fund operations over the next 12 months. To the extent that the Company is required to raise additional funds to acquire properties, and to cover costs of operations, the Company intends 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.
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ACQUISITION OF KANAB CORP |
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| 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
As consideration for the purchase, we issued 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. As an acquisition under common control, the results of operations for KANAB CORP. are included in the consolidated results of operations for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues, 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.
The following summarizes the acquired intangible assets:
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INVESTMENTS |
6 Months Ended |
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| Investments, All Other Investments [Abstract] | |
| INVESTMENTS | Note 5 - INVESTMENTS
On November 28, 2021, the Company issued series B preferred shares of stock for common shares of GenBio, Inc., representing 19.9% ownership. GenBio, Inc is a biotechnology company that researches natural products that act on new molecular pathways, primarily to suppress inflammation at critical points in these biochemical pathways. Based on a stock price at closing of and common stock equivalents, this values the investment at $189,749. The GenBio transaction is being accounted for as an investment on the Company’s balance sheet. The Company does not consolidate GenBio’s financial statements.
On January 1, 2022, the Company issued series B preferred shares of HMLA stock for Member Interests of The Agrarian Group, LLC (“TAG”) representing 19.9% ownership. Based on a stock price at closing of and common stock equivalents, this values the investment at $119,841. The TAG transaction is being accounted for as an investment on the Company’s balance sheet. The Company does not consolidate TAG’s financial statements.
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LOANS PAYABLE DUE TO RELATED PARTIES |
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Jan. 31, 2023 | |
| Related Party Transactions [Abstract] | |
| LOANS PAYABLE DUE TO RELATED PARTIES | Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES
As of January 31, 2023 and July 31, 2022, the Company’s former chief executive officer had an outstanding balance of $ and $96,400, respectively. The loan was non-interest bearing and due on demand. The loan was retired during the three months ended January 31, 2023 through the sale of the Company’s oil and gas interests to the note holder.
On June 28, 2021, the Company received a loan of $25,000 from FOMO WORLWIDE, INC. (“FOMO”), a related party. At January 31, 2023 2022, the loan balance was $38,290. 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. At January 31, 2023, the note theoretically would convert into common shares. 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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CONVERTIBLE NOTE PAYABLES |
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| 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 interim financial statements. As of October 31, and July 31, 2022, the Company had the following third-party convertible notes outstanding:
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 January 31, 2023, the note theoretically would convert into 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 January 31, 2023, the note theoretically would convert into common shares.
In connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”) of $4,250. During the three months ended January 31, 2023, $897 of this discount has been amortized as interest expense.
The variables used for the Black-Scholes model are as listed below:
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INCOME TAXES |
6 Months Ended |
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Jan. 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 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 January 31, 2023 and July 31, 2022 will not be fully realizable.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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STOCKHOLDERS ‘EQUITY |
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| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS ‘EQUITY | Note 9 – STOCKHOLDERS ‘EQUITY
Common Stock
The Company has shares of common stock authorized, and issued and outstanding at October 31, and July 31, 2022.
During the six months ended January 31, 2023, shares of common stock were issued.
During the six months ended January 31, 2022, third-party lenders converted $69,449 of principal and interest into shares of common stock.
Preferred Stock
The Company has of preferred stock authorized. The preferred shares are in three classes:
During the six months ended January 31, 2023, the Company issued shares of Class B Preferred to the Company’s CEO for the conversion of accrued compensation of $.
During the six months ended January 31, 2022, the Company issued shares of Class B Preferred for services. These shares were valued at the value of the as-if converted common shares on the date of issuance.
Warrants
On June 29, 2021, the Company issued 15,000,000 warrants as to GS Capital Group as part of the convertible debenture financing to fund operations. These warrants have a -year expiration and a strike price of $0.01
On June 28, 2021, the Company issued 50,000,000 warrants with a -year expiration and $.0001 exercise price to FOMO Advisors LLC for advisory services.
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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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.
The 50,000,000 warrants issued to FOMO Advisors LLC were valued at $500,000 and are being recognized over the life of the agreement. The 15,000,000 warrants issued to GS Capital Group were accounted for as part of the embedded derivative liability. At January 31, 2023, the Company had recognized $144,616 and $305,384 was unrecognized. The following are the assumptions utilized in valuing the warrants:
The following table sets forth common share purchase warrants outstanding as of January 31, 2023:
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COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Jan. 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 $ stock if the Company is not SEC current, and $5,000 cash $ 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.
During the six months ended January 31, 2023, the Company accrued $ in compensation expense under this agreement and converted $ in accrued compensation into shares of Class B preferred stock.
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ACQUISITION |
6 Months Ended |
|---|---|
Jan. 31, 2023 | |
| Acquisition | |
| ACQUISITION | Note 11 – ACQUISITION
On October 28, 2022, the Company signed a binding purchase agreement, subsequently amended on November 25, 2022, to acquire the assets of Russell Associates, a training software provider based in the Midwest and founded in 1980 that creates customized training programs for its clients. The total agreed purchase price is up to $280,000, including $120,000 cash due on closing by November 30, 2022, subject to mutual extension, promissory notes of $70,000 due January 15, 2023 and $75,000 due January 1, 2024, and a $15,000 performance based earn-out. On January 12, 2023, the agreement with Russell Associates was terminated. No cash, stock or other consideration was issued as a deposit for the transaction.
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SALE OF OIL AND GAS INTERESTS |
6 Months Ended |
|---|---|
Jan. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SALE OF OIL AND GAS INTERESTS | Note 12 – SALE OF OIL AND GAS INTERESTS
On November 8, 2022, 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 for $112,000, representing the amounts due to the Company’s prior CEO under loans and accrued compensation. The Company recognized a gain of $112,000 on the sale. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| 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, 2022.
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 January 31, 2023 and the results of operations and cash flows for the three and six months ended January 31, 2023 and 2022. The results of operations for the three and six months ended January 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
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| 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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| 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.
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| Cash | Cash
Cash consists of deposits in two large national banks. On January 31, 2023 and July 31, 2022, respectively, the Company had $1,082 and $4,141 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
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| 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
Assets and liabilities measured at fair value are as follows as of January 31, 2023:
Assets and liabilities measured at fair value are as follows as of July 31, 2022:
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| Earnings Per Share (EPS) |
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three months ended January 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.
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| Income Taxes | Income Taxes
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during
which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
On January 31, 2023, and July 31, 2022, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2022 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.
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| Concentration of Credit Risk | Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
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| 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.
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| Crude Oil and Natural Gas Properties | Crude Oil and Natural Gas Properties
The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.
Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves.
The crude oil and gas properties are fully depleted.
During the three months ended January 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
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| 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.
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| 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.
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| 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
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| 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.
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| Derivative Liabilities | Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of January 31, 2023 and July 31, 2022, 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.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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| 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.
Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2023 AND 2022 (UNAUDITED)
Assets and liabilities measured at fair value are as follows as of January 31, 2023:
Assets and liabilities measured at fair value are as follows as of July 31, 2022:
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ACQUISITION OF KANAB CORP (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination and Asset Acquisition [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACQUIRED INTANGIBLE ASSETS | The following summarizes the acquired intangible assets:
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CONVERTIBLE NOTE PAYABLES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING |
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| SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL | The variables used for the Black-Scholes model are as listed below:
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STOCKHOLDERS ‘EQUITY (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS |
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| SCHEDULE OF PURCHASE WARRANTS OUTSTANDING | The following table sets forth common share purchase warrants outstanding as of January 31, 2023:
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ORGANIZATION (Details Narrative) - USD ($) |
6 Months Ended | |
|---|---|---|
Jan. 31, 2023 |
Nov. 28, 2021 |
|
| Revenues | $ 1,500 | |
| GenBio, Inc [Member] | ||
| Equity method investment, percentage | 19.90% | 19.90% |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) |
Jan. 31, 2023 |
Jul. 31, 2022 |
|---|---|---|
| Defined Benefit Plan Disclosure [Line Items] | ||
| Derivative liability | $ 786,377 | $ 440,766 |
| Total liabilities measured at fair value | 786,377 | 440,766 |
| Fair Value, Inputs, Level 3 [Member] | ||
| Defined Benefit Plan Disclosure [Line Items] | ||
| Derivative liability | 786,377 | 440,766 |
| Total liabilities measured at fair value | $ 786,377 | $ 440,766 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Jan. 31, 2023 |
Jan. 31, 2023 |
Jul. 31, 2022 |
|
| Accounting Policies [Abstract] | |||
| Cash | $ 1,082 | $ 1,082 | $ 4,141 |
| Income tax likelihood description | more than 50 percent | ||
| Finite lived intangible asset useful life | 5 years |
GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jan. 31, 2023 |
Jan. 31, 2022 |
Jan. 31, 2023 |
Jan. 31, 2022 |
Jul. 31, 2022 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
| Accumulated deficit | $ 8,471,768 | $ 8,471,768 | $ 8,059,476 | ||
| Working capital | 1,347,574 | 1,347,574 | |||
| Operating losses | $ 81,336 | $ 40,816 | $ 163,053 | $ 62,837 | |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) |
Jan. 31, 2023 |
Jul. 31, 2022 |
|---|---|---|
| Business Acquisition [Line Items] | ||
| Intangible assets- net | $ 17,017 | $ 13,338 |
| Kanab Corp [Member] | ||
| Business Acquisition [Line Items] | ||
| Intangible assets | 23,800 | 17,800 |
| Accumulated amortization | (6,783) | (4,462) |
| Intangible assets- net | $ 17,017 | $ 13,338 |
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 |
INVESTMENTS (Details Narrative) - USD ($) |
6 Months Ended | |||
|---|---|---|---|---|
Jan. 01, 2022 |
Nov. 28, 2021 |
Jan. 31, 2023 |
Jul. 31, 2022 |
|
| Stock issued during period shares new issues | 0 | |||
| Investment GENBIO | $ 189,749 | $ 189,749 | ||
| The Agrarian Group, LLC [Member] | ||||
| Stock issued during period shares new issues | 1,242,000 | |||
| Stock price, per share | $ 0.0012 | |||
| Common stock equivalents | 99,686,000 | |||
| Investment GENBIO | $ 119,841 | |||
| Ownership percentage | 19.90% | |||
| GenBio, Inc [Member] | ||||
| Stock issued during period shares new issues | 2,036,188 | |||
| Ownership percentage | 19.90% | 19.90% | ||
| Stock price, per share | $ 0.0019 | |||
| Common stock equivalents | 99,686,000 | |||
| Investment GENBIO | $ 189,749 | |||
| Series B Preferred Stock [Member] | ||||
| Stock issued during period shares new issues | 99,686 | 99,686 |
LOANS PAYABLE DUE TO RELATED PARTIES (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Jan. 31, 2023 |
Jul. 31, 2022 |
Jun. 28, 2021 |
|
| Related Party Transaction [Line Items] | |||
| Outstanding balance | $ 96,400 | ||
| Loan from affiliate | 46,011 | $ 38,222 | |
| Fomo Worldwide Inc [Member] | |||
| Related Party Transaction [Line Items] | |||
| Loan received | $ 25,000 | ||
| Loan from affiliate | $ 38,290 | ||
| Debt instrument conversion rate | 30.00% | ||
| Conversion of shares | 59,364,341 | ||
| Maturity date, description | due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 |
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Jan. 31, 2023 |
Jul. 31, 2022 |
|
| Short-Term Debt [Line Items] | ||
| Convertible notes payable, current | $ 190,750 | $ 151,500 |
| GS Capital Partners LLC [Member] | ||
| Short-Term Debt [Line Items] | ||
| Lender | GS Capital Partners LLC | |
| Origination | Jun. 29, 2021 | |
| Maturity | Jun. 29, 2022 | |
| Convertible notes payable, current | $ 151,500 | 151,500 |
| Interest | 24.00% | |
| Diagonal Lending LLC [Member] | ||
| Short-Term Debt [Line Items] | ||
| Lender | 1800 Diagonal Lending LLC | |
| Origination | Aug. 15, 2022 | |
| Maturity | Aug. 15, 2023 | |
| Convertible notes payable, current | $ 39,250 | |
| Interest | 8.00% |
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL (Details) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jan. 31, 2023 |
Jul. 31, 2022 |
|
| Measurement Input, Price Volatility [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Debt measurement input | 334 | 355 |
| Measurement Input, Risk Free Interest Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Debt measurement input | 4.76 | 2.98 |
| Measurement Input, Expected Term [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Expected term | 1 year | 1 year |
SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS (Details) |
6 Months Ended |
|---|---|
Jan. 31, 2023 | |
| Equity [Abstract] | |
| Volatility | 465.00% |
| Expected life | 5 years |
| Risk free interest rate | 3.00% |
| Dividend yield | 0.00% |
SCHEDULE OF PURCHASE WARRANTS OUTSTANDING (Details) |
6 Months Ended |
|---|---|
|
Jan. 31, 2023
USD ($)
$ / shares
shares
| |
| Equity [Abstract] | |
| Number of warrants, outstanding, balance, beginning | shares | 65,000,000 |
| Weighted average exercise price, beginning | $ / shares | $ 0.0024 |
| Weighted average intrinsic value, beginning | $ | $ 105,000 |
| Number of warrants, granted | shares | |
| Weighted average exercise price, granted | $ / shares | |
| Number of warrants, exercised | shares | |
| Weighted average exercise price, exercised | $ / shares | |
| Number of warrants, forfeited | shares | |
| Weighted average exercise price, forfeited | $ / shares | |
| Number of warrants, outstanding, balance, ending | shares | 65,000,000 |
| Weighted average exercise price, ending | $ / shares | $ 0.0024 |
| Weighted average intrinsic value, ending | $ | $ 1,000 |
ACQUISITION (Details Narrative) |
Oct. 28, 2022
USD ($)
|
|---|---|
| Asset Acquisition [Line Items] | |
| Payments to acquire business | $ 120,000 |
| Performance based amount | 15,000 |
| Promissory Note [Member] | |
| Asset Acquisition [Line Items] | |
| Debt instrument, face amount | $ 70,000 |
| Debt instrument, maturity date | Jan. 15, 2023 |
| Promissory Note One [Member] | |
| Asset Acquisition [Line Items] | |
| Debt instrument, face amount | $ 75,000 |
| Debt instrument, maturity date | Jan. 01, 2024 |
| Training Software [Member] | |
| Asset Acquisition [Line Items] | |
| Total agreed purchase price | $ 280,000 |
SALE OF OIL AND GAS INTERESTS (Details Narrative) |
Nov. 08, 2022
USD ($)
|
|---|---|
| Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
| Recognized gain on sale of assets | $ 112,000 |
| Chief Executive Officer [Member] | |
| Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
| Due to related party | $ 112,000 |