UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _____________ to _____________
Commission
file number
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| None |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
(Title of Class)
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 pursuant to Rule
405 of Regulation S-T 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 has fi led a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed fiscal year 2023, was $
As of October 27, 2023 there were shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith based on management’s views and assumptions as of the time the statements were made, but there can be no assurance that management’s expectations, beliefs, or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
As used in this Annual Report on Form 10-K (the “Annual Report”), the terms “Himalaya,” “the Company,” “we,” “us” and “our” refer to Himalaya Technologies, Inc.
| 3 |
PART I
Item 1. Description of Business.
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 was to develop and enhance our social site Kanab.Club targeting health and wellness in the cannabis media market.
At July 31, 2023, the Company had one wholly owned subsidiary, KANAB CORP. The Company had one investment, Peer to Peer Network, Inc. (PTOP.)
KANAB CORP. is a development stage company targeting information services for the cannabis industry using its social site Kanab.Club (https://kanab.club/). We do not offer e-commerce services at this time or touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to our business.
On November 28, 2021 we executed a 19.9% stock purchase with GenBio, Inc. (“GenBio”; https://www.genbioinc.com/) a provider of nutraceutical products and services based on proprietary biotechnology that fight inflammation and high blood pressure. We issued 99,686 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. Based on a stock price at closing of .0019 and 99,685,794 common stock equivalents, this valued the investment at $189,749. On May 16, 2023, we unwound our investment in GenBio, and subsequently received back 99,686 series B Preferred shares of stock.
On January 1, 2022, the Company executed a 19.9% stock purchase with The Agrarian Group LLC (“TAG”; http://www.theagrariangroup.com/), a provider of digital intelligence “AgtechDi” software designed from its granted patents to optimize the food supply chain by increasing food safety and profitability for growers who operate vertical farms, greenhouses, converted shipping containers, and other forms of controlled environment agriculture. TAG is focusing its technology on the broad produce market, but in the future may offer it to cannabis cultivators. TAG is a software platform and will never touch the cannabis plant, eliminating regulatory risk, in our view. Under the Investment Agreement, we issued TAG 99,686 Series B Preferred shares in exchange for 1,242,000 Class A Membership units of TAG. Based on a stock price at closing of .0012 and 99,868,000 common stock equivalents, this values the investment at $119,841. On April 3, 2023, we unwound our investment in TAG, and received back 99,686 series B Preferred shares of stock.
.
On June 12, 2023, we purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. 1,680,000 of our Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At July 31, 2023, the value of the investment in PTOP was $21,000.
Our business plan included completing our social site Kanab.Club targeting health and wellness focused on the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing our planned social sites including Goccha.net and Yinzworldwide.com.
| 4 |
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, (ii) 4,777,777 shares of the Company’s Series A Preferred Stock directly (31.9% of that class’s outstanding shares) and 2,000,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (27.4%) which have 50 votes per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.9% of that class’s outstanding shares) and 250,000 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (27.4%) which have 1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.
Corporate Information
We were incorporated in the State of Nevada in 2003. Our principal executive offices are located at 1 E Erie St, Ste 525 Unit #2420, Chicago, IL 60611 and our telephone number is (630) 708-0750. Our website is www.himalayatechnologies.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company’s headquarters is an office at 831 W North Ave., Pittsburgh, PA 15233.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures.
None.
| 5 |
PART II
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our shares of common stock are quoted on the OTCPink tier of the over-the-counter market operated by OTC Markets Group Inc. under the symbol “HMLA”. Such market is extremely limited. We can provide no assurance that our shares of common stock will be continued to be traded on the OTCPink or another exchange, or if traded, that the current public market will be sustainable.
Holders of Record
As of the date of this Annual Report, there were approximately 34 holders of record of our common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder and accordingly, the Company believes that the number of beneficial owners of its common stock is significantly higher.
Dividends
We have never declared or paid any cash dividends on our common stock, nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
This Annual Report contains forward-looking statements. Our actual results could differ materially from those set forth because 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 Annual Report. See “Cautionary Note Regarding Forward Looking Statements” above.
| 6 |
Results of Operations
Year ended July 31, 2023 as compared to year ended July 31, 2022
Revenues. During the years ended July 31, 2023 and 2022, the Company had no revenues.
Cost of Revenues. During the years ended July 31, 2023 and 2022, the Company had no cost of revenues.
Operating Expenses. During the year ended July 31, 2023, the Company incurred operating expenses of $302,199 consisting primarily of shares issued for services and compensation expense. During the year ended July 31, 2022, the Company incurred operating expenses of $285,731 consisting primarily of shares issued for services and compensation expense. The increase in operating expenses in 2023 from 2022 was due primarily to shares and warrants issued for services.
Other Income (Expenses). During the year ended July 31, 2023, the Company incurred other income(expense) $(275,577) consisting of interest expense, derivative liability losses, investment losses, a gain on the sale of oil and gas properties and other income. During the year ended July 31, 2022, the Company incurred other income(expense) $88,692 consisting of interest expense, derivative liability gains and other income.
Net Losses. As a result of the above, the Company incurred a net loss of $577,776, for the year ended July 31, 2023, as compared to a net loss of $197,039 for the year ended July 31, 2022.
Liquidity and Capital Resources at July 31, 2023
We have incurred losses since inception of our business and at July 31, 2023, we had an accumulated deficit of $8,637,251. As of July 31, 2023, we had cash of $324 and negative working capital of $1,161,282.
To date, we have funded our operations through short-term debt and equity financing. During the year ended July 31, 2023, the Company received $50,815, less $20,863 in payments, from related parties, as well as $35,000 received from third parties.
Summary of Significant Accounting Policies
See Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report.
Off-balance Sheet Arrangements
None.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not required under Regulation S-K for “smaller reporting companies.”
Item 8. Financial Statements and Supplementary Data.
Our audited consolidated financial statements are set forth below.
| 7 |
HIMALAYA TECHNOLOGIES, INC. and Subsidiary
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Himalaya Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Himalaya Technologies, Inc. (the Company) as of July 31, 2023 and July 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years ended July 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of year ended July 31, 2023 and July 31, 2022, and the results of its operations and its cash flows for each of the two years ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial doubt about the Company’s ability to continue as a going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had operating losses for each of the years ended July 31, 2023, and July 31, 2022, has an accumulated deficit as of July 31, 2023, and the Company has not completed its efforts to generate revenues to cover its operating costs. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
| F-2 |
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee or the Company’s governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We have determined there are critical matters related to the Company’s convertible debentures.
As described in Notes 2, Summary of Significant Accounting Policies, and Note 7, Convertible Note Payables, to the consolidated financial statements, the Company had convertible debentures with attached warrants that required accounting considerations and significant estimates. The Company determined that variable conversion features with attached warrants issued in connection with certain convertible debentures required derivative liability classification. These variable conversion features were initially measured at fair value and subsequently have been remeasured to fair value at each reporting period. The Company determined the fair value of the embedded derivatives using the Black-Scholes-Merton option pricing model. The value of the embedded derivative liabilities related to the convertible debentures as of July 31, 2023 was $680,946. We identified the accounting considerations and related valuations, including the related fair value determinations of the embedded derivative liabilities of such as a critical audit matter. The principal considerations for our determination were: (1) the accounting consideration in determining the nature of the various features (2) the evaluation of the potential derivatives and potential bifurcation in the instruments, and (3) considerations related to the determination of the fair value of the various debt and equity instruments and the conversion features that include valuation models and assumptions utilized by management. An audit of these elements is especially challenging and requires auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed. Our audit procedures related to management’s conclusion on the evaluation and related valuation of embedded derivatives, included the following, among others: (1) evaluating the relevant terms and conditions of the various financings, (2) assessing the appropriateness of conclusions reached by the Company with respect to the accounting for the convertible debt, and the assessment and accounting for potential derivatives and (3) independently recomputing the valuations determined by Management.
We have served as the Company’s auditor since 2022.
October 27, 2023
PCAOB
ID:
| F-3 |
Himalaya Technologies Inc
Consolidated Balance Sheets
| July 31, | ||||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Investment in oil and gas properties | ||||||||
| Investments | ||||||||
| 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 and | ||||||||
| Preferred stock Class A; $ par value authorized: shares; issued and outstanding and | ||||||||
| Preferred stock Class B; $ par value authorized: shares; issued and outstanding and respectively | ||||||||
| Preferred stock Class C; $ par value authorized: shares; issued and outstanding and | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
Himalaya Technologies Inc
Consolidated Statement of Operations
| For the Years Ended July 31, | ||||||||
| 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 | ( | ) | ||||||
| Investment loss | ( | ) | ||||||
| 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 income (loss) per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average common equivalent share outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
Himalaya Technologies Inc
Consolidated Statement of Stockholders’ Deficit
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Additional | Total | ||||||||||||||||||||||||||||||||||||||||
| Number | No | Number | $0.0001 | Number | $0.0001 | Number | $0.0001 | paid-in | Accumulated | stockholders’ | ||||||||||||||||||||||||||||||||||
| of Shares | par value | of Shares | par value | of Shares | par value | of Shares | par value | capital | deficit | deficit | ||||||||||||||||||||||||||||||||||
| Balance, July 31, 2021 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Conversion of convertible debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for accrued compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for investment | - | - | |
- | ||||||||||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance, July 31, 2022 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for accrued compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Conversion of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Recission of investment in TAG | - | - | ( |
) | ( |
) | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
| Recission of investment in GenBio | - | - | ( |
) | ( |
) | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
| Acquisition of investment in PTOP | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for debt forgiveness and advisory fees | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-6 |
Himalaya Technologies Inc
Consolidated Statement of Cash Flows
| For the Years Ended July 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows provided by (used for) operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile 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 | ||||||||
| Shares/ Warrants issued for services | ||||||||
| Shares issued for advisory fees | ||||||||
| Loss on investments | ||||||||
| 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 Website Design | ( | ) | ( | ) | ||||
| Net cash provided by (used for) investing activities | ( | ) | ( | ) | ||||
| Cash flows provided by (used for) Financing activities | ||||||||
| Payment of related party loan | ( | ) | ( | ) | ||||
| Proceeds from loan from affiliate | ||||||||
| Proceeds from non-related loans | ||||||||
| Net cash provided by (used for) financing activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ( | ) | ||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| 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 | $ | $ | ||||||
| Conversion of warrants | $ | $ | ||||||
| Recission of investment in TAG | $ | $ | ||||||
| Recission of investment in GenBio | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-7 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
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 had leases on two properties that were fully depleted prior to July 31, 2022. 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.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC).
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
Consolidation
The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, KANAB CORP. All intercompany transactions and accounts have been eliminated in the consolidation.
Cash
Cash consists of deposits in two large national banks 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.
| F-8 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
The Company has recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
The Company recognizes derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of July 31, 2023:
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Investments | ||||||||||||||||
| Total assets measured at fair value | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total liabilities measured at fair value | ||||||||||||||||
| F-9 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
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 fiscal years ended July 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.
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
| F-10 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
On July 31, 2023 and 2022, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions.
Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude Oil and Natural Gas Properties
The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.
| F-11 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves.
The crude oil and gas properties were fully depleted prior to July 31, 2019.
During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022.
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
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
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.
| F-12 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of July 31, 2023 and 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.
Recently Issued Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.
| F-13 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
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. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.
Note 4 – ACQUISITION OF KANAB CORP.
On
July 31, 2021, the Company acquired
The following summarizes the acquired intangible assets:
| July 31, | July 31, | |||||||
| 2023 | 2022 | |||||||
| Intangible assets | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Note 5 - INVESTMENTS
On
November 28, 2021 the Company executed a
| F-14 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
On
January 1, 2022, the Company executed a
On
June 12, 2023, the Company purchased common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC)
by issuing FOMO WORLDWIDE, INC. Series A Preferred shares. The fair value of the PTOP shares received was $
The following summarizes the Company’s investments:
| July 31, | ||||||||
| 2023 | 2022 | |||||||
| GenBio, Inc. | $ | $ | ||||||
| The Agrarian Group LLC | ||||||||
| Peer to Peer Network | ||||||||
| $ | $ | |||||||
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES
As of July 31, 2023 and 2022, the Company’s former chief executive officer had an outstanding balance of $ and $, respectively. The loan was non-interest bearing and due on demand. The loan was retired during the year ended July 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 $
On
May 10, 2023, the Company sold
| F-15 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
Note 7 - CONVERTIBLE NOTE PAYABLES
The
Company had convertible note payables with two third parties with stated interest rates ranging between
| Lender | Origination | Maturity | July 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 $
During
the year ended July 31, 2023, third-party lenders converted $
During
the year ended July 31, 2022, third-party lenders converted $
The variables used for the Black-Scholes model are as listed below:
| July 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 2023 and 2022 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.
Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on July 31, 2023 and 2022 will not be fully realizable.
| F-16 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
Note 9 – STOCKHOLDERS ‘EQUITY
Common Stock
During
the year ended July 31, 2023, third-party lenders converted $
During
the year ended July 31, 2022, third-party lenders converted $
Preferred Stock
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 year ended July 31, 2023, the Company issued shares of Class B Preferred and shares of Class B Preferred to the Company’s CEO for the conversion of accrued compensation of $.
During
the year ended July 31, 2023, the Company issued of Series A Preferred shares to acquire common shares of Peer
to Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC). The fair value of the PTOP shares received was $
During the year ended July 31, 2023, the Company agreed for the unwinding of its investment in TAG. As such, the Company returned its membership interests and TAG agreed to return shares of Series B Preferred shares to the Company.
During the year ended July 31, 2023, the Company unwound its investment in TAG, and received back series B Preferred shares of stock.
During the year ended July 31, 2023, issued Series B Preferred stock to FOMO WORLDWIDE for partial forgiveness of monies loaned to the business.
During the year ended July 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.
| F-17 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
During the year ended July 31, 2022, the Company issued shares of Class B Preferred to the Company’s CEO for the conversion of accrued compensation of $.
On
November 28, 2021 the Company issued series B preferred shares of its stock for common shares of GenBio, Inc., representing
On
January 1, 2022, the Company issued series B preferred shares of its’ stock for Member Interests of The Agrarian
Group, LLC (“TAG”) representing
Warrants
On
June 22, 2021, the Company issued
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. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.
These
FOMO Advisors LLC warrants were valued at $
During
the quarter ended April 30, 2023, FOMO Advisors, LLC exercised
| Volatility | % | |||
| Expected life | ||||
| Risk free rate | % | |||
| Dividend yield | % |
| F-18 |
Himalaya Technologies, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
The following table sets forth common share purchase warrants outstanding as of July 31, 2023 and 2022:
Weighted Average | Intrinsic | |||||||||||
| Warrants | Exercise Price | Value | ||||||||||
| Outstanding, July 31, 2021 | ||||||||||||
| Warrants granted | - | |||||||||||
| Warrants exercised | - | |||||||||||
| Warrants forfeited | - | |||||||||||
| Outstanding, July 31, 2022 | ||||||||||||
| Warrants granted | - | |||||||||||
| Warrants exercised | ( | ) | - | |||||||||
| Warrants forfeited | - | |||||||||||
| Outstanding, July 31, 2023 | $ | $ | ||||||||||
Note 10 – COMMITMENTS AND CONTINGENCIES
On
August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $
During the years ended July 31, 2023 and 2022, the Company accrued $ and $ in compensation expense under this agreement, all of which has been converted into Series A Preferred stock and Series B Preferred stock.
Note 11 – 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 $
Note 12 – SUBSEQUENT EVENTS
Subsequent
to July 31, 2023, 1800 Diagonal Lending LLC converted debt of $
On September 8, 2023, our CEO Vikram Grover converted $ of accrued compensation into Series A Preferred shares.
On September 26, 2023, our CEO Vikram Grover converted $ of accrued compensation into Series A Preferred shares.
On September 28, 2023, 1800 Diagonal Lending LLC converted debt of $ into shares of the Company’s common stock.
On September 28, 2023, our CEO Vikram Grover converted $ of accrued compensation into Series A Preferred shares.
On October 2, 2023, our CEO Vikram Grover converted $ of accrued compensation into Seres A Preferred shares.
| F-19 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our Chief Executive Officer (our principal executive, financial and accounting officer) included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive, financial and accounting officer), of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that there were material weaknesses in our internal controls over Financial reporting as of July 31, 2023 and they were therefore not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weaknesses in our controls and procedure were a lack adequate staffing and supervision within the accounting operations of our Company. Management does not believe that any of these weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended July 31, 2023. We believe that internal controls over financial reporting as set forth above shows some weaknesses and are not effective. We have identified certain weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.
Under applicable rules of the Securities and Exchange Commission, as a “smaller reporting company” this Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
| 8 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the names and ages of the directors and executive officers of the Company as of the date of this Annual Report and the principal offices and positions with the Company held by each person. There are no family relationships among any of the directors and executive officers.
| Name | Age | Position(s) | ||
| Vikram Grover | 54 | Chairman, CEO, President, CFO, Secretary |
Vikram Grover has 29 years-experience on Wall Street as an equity research analyst, investment banker and consultant that has been advising, financing, and launching businesses for several years. He has worked at Thomas Weisel Partners Group, Inc. (now Stifel Nicolaus), Needham & Co., Source Capital Group, Inc. and Kaufman Bros., LLC in various capacities ranging from Director of Research, Senior Managing Director Investment Banking, and Managing Director Equity Research covering Telecommunications, Media, and Technology (TMT) companies. Prior to Himalaya Technologies, Inc. he was CEO of the first publicly traded eSports social site and tournament platform, Good Gaming. He is also the CEO of FOMO WORLDWIDE, INC. Mr. Grover has a Master of Science in Management (“MSM”) from the Georgia Institute of Technology (“Georgia Tech”), a BA in Marketing from the University of California San Diego (“UCSD”) and is a Chartered Financial Analyst (“CFA”).
Term of Office
All directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. Other than stock options of various amounts, we have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of directors. Executive Officers serve at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay directors’ fees and reimburse directors for expenses related to their activities.
Code of Ethics
As of the date of this Report, the Company had not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer. The Company intends to adopt one in the current fiscal year ending July 31, 2024.
Item 11. Executive Compensation.
Other than an employment agreement with our CEO Vikram Grover (below), we have not entered into employment agreements with our executive officers and their compensation, if any, is determined at the discretion of our Board of Directors.
We do not offer retirement benefit plans to our executive officers, nor have we entered any contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s responsibilities following a change in control. We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.
The Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.
| 9 |
The following table summarizes all compensation recorded by us in 2021 and 2020 for our Chief Executive Officer, who is are only executive officer.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Vikram Grover, CEO | 2023 | 120,000 | 0 | 0 | 0 | 0 | 0 | 0 | 120,000 | |||||||||||||||||||||||||||
| 2022 | 120,000 | 0 | 0 | 0 | 0 | 0 | 0 | 120,000 | ||||||||||||||||||||||||||||
Employment Agreement
The Company has an employment agreement with its Chief Executive Officer, Vikram Grover, effective August 1, 2021, compensating him $10,000 per month, including $5,000 in cash compensation if the Company is not current and $5,000 in cash compensation if current with its Exchange Act, with the balance due in restricted Series B Preferred shares. During 2023 and 2022, Mr. Grover converted $160,000 and $80,000 of his accrued compensation into Series A and B Preferred shares, respectively leaving amounts due to him on July 31, 2023 at $0.
Stock Option Plan
We do not have a stock option plan although we may adopt one or more such plans in the future.
Employee Pension, Profit Sharing, or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.
| 10 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of the date of this Annual Report, certain information with respect to the Company’s common stock owned of record or beneficially by (a) each director and executive officer of the Company; (b) each person who owns beneficially more than five percent (5%) of each class of the Company’s outstanding common stock; and (c) all directors and executive officers as a group. The address of each of these individuals are c/o the Company, 831 W North Ave., Pittsburgh, PA 15233.
| Class A Preferred Shares common shares beneficially owned | Percentage of beneficially | |||||||
| Name and Address of Beneficial Owners 1 | ||||||||
| Vikram P. Grover | 238,888,850 | 37.99 | % | |||||
| FOMO Corp. | 184,000,000 | 29.26 | % | |||||
| All beneficial holders as group (4 persons or entities) | 422,888,850 | 67.26 | % | |||||
(1)
|
Represents shares of common stock issuable upon conversion of Series A Preferred Shares. Holders of Series A Preferred Shares vote on all matters presented to stockholders for a vote on an “as converted” basis together with our common stock as a single class, except as required by law. | |
| (2) | Unless otherwise indicated, based on 205,791,975shares of common stock issued and outstanding as of the date of this Annual Report. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants but are not deemed outstanding for the purposes of computing the percentage of any other person. |
| Class B Preferred Shares common shares beneficially owned | Percentage of beneficially | |||||||
| Name and Address of Beneficial Owners 1 | ||||||||
| Vikram P. Grover | 234,594,000 | 33.98 | % | |||||
| FOMO Corp. | 250,000,000 | 36.21 | % | |||||
| All beneficial holders as group (4 persons or entities) | 484,594,000 | 70.19 | % | |||||
(1)
|
Represents shares of common stock issuable upon conversion of Series B Preferred Shares. Holders of Series B Preferred Shares vote on all matters presented to stockholders for a vote on an “as converted” basis together with our common stock as a single class, except as required by law. | |
| (2) | Unless otherwise indicated, based on 205,791,975 shares of common stock issued and outstanding as of the date of this Annual Report. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants but are not deemed outstanding for the purposes of computing the percentage of any other person. |
Item 13. Certain Relationships and Related Transactions and Director Independence.
Related Party Transactions
None.
Director Independence
Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Under such definition our three officers and directors would not be considered an independent director.
Item 14. Principal Accountant Fees and Services.
Victor Mokuolu, CPA PLLC is our independent registered public accounting firm for the years ended July 31, 2023 and 2022.
| Year ended July 31, | ||||||||
| 2023 | 2022 | |||||||
| Audit Fees | $ | 12,500 | $ | 6,500 | ||||
| Audit-Related Fees | $ | -0- | $ | -0- | ||||
| Tax Fees | $ | -0- | $ | -0- | ||||
| All Other Fees | $ | -0- | $ | -0- | ||||
Pre-Approval Policy
Our Board preapproved all services provided by our independent registered public accounting firm. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with their independence as our independent registered public accounting firm.
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PART IV
Item 15. Financial Statements and Exhibits.
| (a) | The following documents are filed as part of this Report: |
| (1) | Financial Statements. The following consolidated financial statements and the report of our independent registered public accounting firm are filed as “Item 8. Financial Statements and Supplementary Data” of this Report: |
Reports of Independent Registered Public Accounting Firms (PCAOB ID: 6771)
Consolidated Balance Sheets as of July 31, 2023 and 2022
Consolidated Statements of Operations for the years ended July 31, 2023 and 2022
Consolidated Statements of Stockholders’ Deficiency for the years ended July 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended July 31, 2023 and 2022
Notes to Consolidated Financial Statements July 31, 2023 and 2022
| (2) | Financial Statement Schedules |
None.
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| (3) | Exhibits |
*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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day of October 2023.
| HIMALAYA TECHNOLOGIES, INC. | ||
| By: | /s/ Vikram Grover | |
| Vikram
Grover, Chief Executive Officer and sole Director (Principal Executive, Financial and Accounting Officer) | ||
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