UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM -4
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
Himalaya Technologies, Inc.
(Exact name of registrant as specified in its charter)
(formerly Homeland Resources Ltd)
Nevada | 26-0841675 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1 E Erie St, Ste 525 Unit #2420, Chicago, IL | 60611 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | (630) 708-0750 |
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $0.0001 Par Value per share
Preferred Stock Class A $0.0001 Par Value per share
Preferred Stock Class B $0.0001 Par Value per share
Preferred Stock Class C $0.0001 Par Value per share
Indicate by check mark whether the registrant is a large accelerated & filer, an accelerated & filer, a non-accelerated & filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated & filer,” “accelerated & filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated & filer ☐ | Accelerated & filer ☐ |
Non-accelerated & filer ☐ | Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised & financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory paragraph
The amended Form 10-12G is being amended to make changes in disclosures requested in SEC comment letter dated March 11, 2022.
Item 1. Business.
Some of the statements contained in this registration statement on Form 10 of Himalaya Technologies, Inc. (hereinafter the “Company”, “we” or the “Company”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward- looking information. In this registration statement, forward-looking statements are generally identified by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this Registration Statement. Important factors that may cause actual results to differ from projections include, for example:
● | the success or failure of Management’s efforts to implement the Company’s plan of operation; | |
● | the ability of the Company to fund its operating expenses; | |
● | the ability of the Company to compete with other companies that have a similar plan of operation; | |
● | the effect of changing economic conditions impacting our plan of operation; | |
● | the ability of the Company to meet the other risks as may be described in future filings with the SEC. |
Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. We have an agreement in principle to divest the mineral, oil and gas properties to the Company’s former CEO and are also entertaining offers from the owner of the properties to assume control of and/or purchase the assets, though no formal agreement has been signed. Our intended plan of operations is to develop and enhance our social site Kanab.Club targeting health and wellness in the cannabis media market supplemented by strategic acquisitions and investments in GenBio, Inc. and other potential to be determined opportunities. On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to Himalaya Technologies, Inc.
Our business plan includes completing our social site Kanab.Club targeting health and wellness 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.
KANAB CORP. is a development stage company targeting information services for the cannabis industry using its social site 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 issued 99,868 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership in GenBio. Based on a stock price at closing of .0019 and 99,868,000 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.
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 and 19.9% of The Agrarian Group.
Item 1A. Risk Factors.
Set forth, under the caption “Risk Factors,” where appropriate, the risk factors described in Item 105 of regulation S-K (§ 229.105 of this chapter) applicable to the registrant. Provide any discussion of risk factors in plain English in accordance with Rule 421(d) of the Securities Act of 1933 (§230.421(d) of this chapter). Smaller reporting companies are not required to provide the information required by this item.
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Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had operating losses for the years ended July 31, 2021 and 2020, and had a working capital deficit and an accumulated deficit at July 31, 2021. These factors raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 3. The financial statements do not include adjustments that might result from the outcome of this uncertainty.
In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.
The Company’s shares of common stock are traded from time to time on the OTC Pink Sheet Market. Our common stock is traded on the OTC Pink Sheet Market. There can be no assurance that there will be a liquid trading market for the Company’s common stock following an acquisition. In the event that a liquid trading market commences, there can be no assurance as to the market price of the Company’s shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Our CEO and directly and indirectly owns or controls 300,000 shares of our Series B Preferred stock and 1,000,000 shares of our Series C Preferred stock, thus making him a control person with the majority shareholder vote of the Company. This concentration of control may result in reduced investor interest in our common shares as minority positions and could cause minority shareholders to be unable to liquidate some or all of their positions
Our common stock is subject to the Penny Stock Rules of the SEC and the trading market in our common stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our common stock.
The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 require:
● | that a broker or dealer approve a person’s account for transactions in penny stocks; and | |
● | the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. |
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
● | obtain financial information and investment experience objectives of the person; and | |
● | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
● | sets forth the basis on which the broker or dealer made the suitability determination; and | |
● | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
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State blue sky registration; potential limitations on resale of the Company’s common stock
The holders of the Company’s shares of common stock registered under the Exchange Act and those persons who desire to purchase them in any trading market that may develop in the future, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell the Company’s securities. Accordingly, investors should consider the secondary market for the Company’s securities to be a limited one.
It is the intention of the Company’s management following the consummation of an acquisition to seek coverage and publication of information regarding the Company in an accepted publication manual which permits a manual exemption. The manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published by Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.
Item 2. Financial Information.
Management’s Plan of Operation
The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward- looking statements in other materials we release to the public.
Overview
Our business plan includes completing our social site Kanab.Club targeting health and wellness based in the cannabis market, generating revenues from advertising and subscriptions, marketing our planned 19.9% investment GenBio, Inc.’s health and wellness products targeting anti-inflammatory nutraceuticals to consumers, and offering TAG’s 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. In the future, in partnership with GenBio, Inc., we plan to introduce a health and wellness energy and anti-inflammatory beverage product under the brand “FOMO” or other to drive growth. We are currently in discussions with co-pack and distribution companies, and GenBio, Inc. is formulating its extracts and obtaining laboratory certification for this planned consumer beverage.
Our 100% owned business KANAB CORP. is a pre revenue company and will require substantial investment to perfect its platform and market it to customers which include stock investors. We are currently forming a 12- to 18-month budget to develop the business by adding mobile apps, e-commerce, online dating, blogs, forums, video etc.
Revenues
The Company had net revenues of $0 in our six months ended January 31, 2022 as compared to $0 in six months ended January 31, 2021.
Expenses
The Company had total general and administrative expenses of $62,837 in the six months ended January 31, 2022, as compared to $21,902 in the six months ended January 31, 2021. The increase in general and administrative expense was due to the Company being taken over and bring the Company current.
Income
The Company had a net loss of $482,128 in the six months ended January 31, 2022 as compared to net loss of $131,764 in the six months ended January 31,. The net income for the six months ended January 31, 2022 included $419,291 in other income and expense, primarily due to the change in value of derivative liabilities.
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Six months ended January 31, 2022 compared to the six months ended January 31, 2021 Liquidity and capital resources
At January 31, 2022, the Company had a cash balance of $5,942 and working capital deficit of $1,541,522 compared with a cash balance of $28,618 and a working capital deficit of $1,154,009 at July 31,2021. The decrease in working capital deficit was due to conversion of debt during the six months ended January 31, 2022.
Cash Flows from Operating Activities
During the six months ended January 31, 2022, cash flows used in operating activities was $37,285 compared with provided by $1,500 of cash flow during the six months ended January 31, 2021. The decrease in cash flow from operating activities was due the expenses to continuing to bring the Company current in the six months ended January 31, 2022.
Cash Flows from Investing Activity
During the six months ended January 31, 2022, cash flows used in investing activities were $6,300 compared to cash flow used for investing activities of $0 for the six months ended January 31, 2021.
Cash Flows from Financing Activities
During the six months ended January 31, 2022, cash provided by financing activities was $20,909 as compared cash used in financing activities of $1,500 for the six months ended January 31, 2021.
Revenues
The Company had net revenues of $0 in our fiscal year ended July 31, 2021, as compared to $0 in fiscal year ended July 31, 2020.
Expenses
The Company had total general and administrative expenses of $44,717 in the year ended July 31,2021, as compared to $2,400 in the year ended July 31,2020. The increase in general and administrative expense was due to the Company being taken over and bring the Company current.
Income
The Company had a net income of $32,853 in the year ended July 31, 2021 as compared to net loss of $278,880 in the year ended July 31, 2020. The net income for the year ended July 31, 2021 included $276,480 in other income and expense.
Year ended July 31, 2021 compared to the year ended July 31, 2020 Liquidity and capital resources
As at July 31,2021, the Company had a cash balance of $28,618 and working capital deficit of $1,154,009 compared with a cash balance of $0 and a working capital deficit of $1,328,550 at July 31, 2020. The decrease in working capital deficit was due to payment of and settlement of debt in the year ended July 31, 2021.
Cash Flows from Operating Activities
During the year ended July 31, 2021, cash flows used in operating activities was $28,583 compared with provided by $1,500 of cash flow during the year ended July 31, 2020. The decrease in cash flow from operating activities was due the expenses to bring the Company current in the year ended July 31, 2021.
Cash Flows from Investing Activity
During the year ended July 31, 2021, cash flows used in investing activities were $0 compared to cash flow provided by investing activities of $0 for the year ended July 31, 2020.
Cash Flows from Financing Activities
During the year ended July 31, 2021, cash provided by financing activities was $57,201 as compared cash used in financing activities of $1,500 for the year ended July 31, 2020.
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Item 3. Properties.
The Company’s corporate office is located at 1 E Erie St., Ste 525 Unit #2420, Chicago, IL 60611.
The Company currently has an interest in two oil and gas leases. During the years ended July 31, 2021 and 2020, the leases generated minimal revenue and expense. The Company is currently in negotiations with the prior CEO to distribute these leases in payment of loan payable and is talking to other potential buyers of the assets, though no formal agreement has been reached.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information regarding the beneficial ownership of our common stock as of July 31, 2021. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.
Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
Name of Beneficial Owner | Common Stock Beneficially Owned (1) | Percentage of Common Stock Owned (1) | ||||||
Vikram P Grover 2810 Bristol Dr #309 Lisle, IL 60532 | 301,000,000 | 46.4 | % |
(1) | Applicable percentage ownership is based on 648,669,638 diluted shares outstanding, including 127,933,638 shares of common stock outstanding plus 1,000,000 share of preferred Class C shares convertible to 1,000,000 shares of common stock plus 519,736 shares of Preferred Class B shares convertible to 519,736,000 shares of common stock as of September 17, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. | |
(2) | Vikram P Grover is the sole officer and director of the Company at present. |
Item 5. Directors and Executive Officers.
The following table sets forth the names and ages of the member of our Board of Director and our executive officers and the positions held by each.
Name | Age | Title | ||
Vikram P Grover | 52 | CEO and Chairman |
Vikram Grover has 25 years-experience on Wall Street as an equity research analyst, investment banker and consultant that has been advising, financing, and launching businesses for several years. He has worked at Thomas Weisel Partners Group, Inc. (now Stifel Nicolaus), Needham& Co., Source Capital Group, Inc. and Kaufman Bros., LLC in various capacities ranging from Director of Research, Senior Managing Director Investment Banking, and Managing Director Equity Research covering Telecommunications, Media, and Technology (“TMT”) companies. From 1995 – 2015, Vikram Grover worked in various capacities on Wall Street as a FINRA registered representative, including sell-side equity research, investment banking, and financial advisory services. From 2015 – 2017, he was CEO of Good Gaming, Inc., a publicly-traded operator of eSports tournaments and content services. From 2019 to today, he has been CEO, CFO, Secretary and Director of FOMO CORP., a publicly traded business incubation platform for tech companies. Effective June 2021, he was named CEO, CFO, Secretary and Director of Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (OTC:HMLA), a publicly traded health and wellness holding company. Since 2015, Mr. Grover has also provided management consulting services under the d/b/a “IX Advisors”. He has a Bachelor’s Degree from the University of California San Diego, a Master of Science in Management (“MSM”) from the Georgia Institute of Technology, and has passed all levels of the Chartered Financial Analyst (“CFA”) exam.
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Section 16(a) Compliance
The Company does not have any person who owns 10.0% or more of the Company’s common stock. The Company CEO owns 1,000,000 of the Company’s Preferred C series shares. These shares have voting rights of 100,000 votes per share and are convertible into 1,000,000 shares of common stock. This gives the Company CEO controlling interest in the securities issued.
Item 6. Executive Compensation.
During the fiscal years ended July 31, 2021 and 2020, the Company did not pay any executive compensation.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The Company purchased KANAB CORP. on July 31, 2021. KANAB CORP. was owned by our current CEO and a Company that that our current CEO has a controlling interest in called FOMO CORP. (OTC: FOMC).
The Company was not a party to any other transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our common stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no such transactions are currently proposed.
The Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.
The Company has one full time employee and two independent contractors supporting finance, corporate development, investor relations and human resources, with part-time contractors also engaged for web design services, EDGAR filing services and audit work.
Item 8. Legal Proceedings.
The Company does not have any legal proceedings that would have a material effect on the financial statements.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
Market Information
Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol HMLA. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
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Price Range | ||||||||
Period | High | Low | ||||||
Year ended July 31, 2021 | ||||||||
First Quarter | $ | 0.0045 | $ | 0.0045 | ||||
Second Quarter | $ | 0.0138 | $ | 0.0138 | ||||
Third Quarter | $ | 0.0051 | $ | 0.0051 | ||||
Fourth Quarter | $ | 0.0140 | $ | 0.0072 | ||||
Year ended July 31, 2020 | ||||||||
First Quarter | $ | 0.0320 | $ | 0.0201 | ||||
Second Quarter | $ | 0.0081 | $ | 0.0053 | ||||
Third Quarter | $ | 0.0039 | $ | 0.0032 | ||||
Fourth Quarter | $ | 0.0069 | $ | 0.0049 |
As of September 15, 2021, our shares of common stock were held by approximately 34 stockholders of record. The transfer agent of our common stock is TranShare located at 17755 North US Highway 19, Suite 140, Clearwater, FL 33764, (303) 662-1112.
Dividends
Holders of common and preferred stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years ended July 31, 2021 and 2020.
Item 10. Recent Sales of Unregistered Securities.
During the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000. The Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares (130 million authorized) which are convertible into 50 shares of common shares for each share, Class B shares (20 million authorized), which are convertible into 1,000 shares of common shares for each share and Class C shares (one million authorized), which are convertible into 1 shares of common shares for each share. There are ninety-nine (99) million shares of preferred shares authorized that have not been assigned a class at this time for future requirements.
On July 31, 2021 the Company issued 300,000 shares of Class B preferred for the acquisition of KANAB CORP.
On July 31, 2021 the Company issued 1,000,000 shares of Class C preferred to the new Company CEO.
During the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into 22,187,901 shares of common stock.
During the six months ended January 31, 2022, third-party lenders converted $69,449 of principal and interest into 30,198,755 shares of common stock.
On September 25, 2021, the Company issued 20,000 shares of Class B Preferred for services.
On November 14, 2021, we issued two (2) million common stock purchase warrants with a three-year expiration and $0.01 strike price to Stephen Kwolek for Advisory Board services.
On November 28, 2021 we issued 99,868 series B preferred shares of HMLA stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% 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. The Company’s research has shown that these active compounds decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance. Based on a stock price at closing of .0019 and 99,868,000 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, we issued 99,868 series B preferred shares of HMLA stock for 1,242,000 Member Interests of The Agrarian Group, LLC (“TAG”) representing 19.9% ownership. 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.
Item 11. Description of Registrant’s Securities to be Registered.
The following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference is made to the more detailed provisions of our Certificate of Incorporation and by-laws, copies of which are filed herewith.
Common Stock
During the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000. Our Certificate of Incorporation authorize the issuance of 1,000,000,000 shares of common stock, par value $0.001. Our holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.
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Preferred Stock
The Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares which, one hundred thirty (130) million authorized are convertible into 50 shares of common shares for each share, these shares have voting rights of 1 vote per share. At October 31, 2021 there were 0 shares issued and outstanding. Class B shares, twenty (20) million authorized, which are convertible into 1,000 shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At October 31, 2021 there were 320,000 shares issued and outstanding which equates into 320,000,000 votes.Class C shares, one (1) million authorized, which are convertible into 1 shares of common shares for each share. These shares have voting rights of 100,000 votes per share. As of October 31, 2021 there were 1,000,000 shares outstanding which equates into 100,000,000,000 votes. These shares represent the controlling votes of the Company. These shares are all issued to our Company CEO. There are ninety- nine (99) million shares of preferred shares authorized that have not been assigned a class at this time for future requirements.
Dividends
Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly, the board of directors does not anticipate declaring any dividends prior to an acquisition transaction, nor can there be any assurance that any dividends will be paid following any acquisition.
Item 12. Indemnification of Directors and Officers.
Our articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of Brenham or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.
Section 145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the Nevada General Corporation Law, Article Seven of our articles of incorporation eliminates the liability of a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:
● | from any breach of the director’s duty of loyalty to us; | |
● | from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; | |
● | under Section 174 of the Nevada General Corporation Law; and | |
● | from any transaction from which the director derived an improper personal benefit. |
9 |
Item 13. Financial Statements and Supplementary Data.
F-1 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Balance Sheets
(Unaudited) | (Audited) | |||||||
As of | As of | |||||||
January 31, 2022 | July 31, 2021 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash | 5,942 | 28,618 | ||||||
Total current assets | 5,942 | 28,618 | ||||||
Other assets: | ||||||||
Investment GENBIO | 189,749 | - | ||||||
Investment TAG | 119,841 | - | ||||||
Website Design | 9,420 | 10,586 | ||||||
Total other assets | 319,010 | 10,586 | ||||||
Total assets | $ | 324,952 | $ | 39,204 | ||||
Liabilities and stockholders’ deficit | ||||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 237,086 | $ | 227,238 | ||||
Derivative liability | 961,720 | 551,892 | ||||||
Loan from shareholder | 96,400 | 97,000 | ||||||
Loan from affiliate | 43,938 | 27,000 | ||||||
Loans payable due to non-related parties, net | 208,320 | 279,497 | ||||||
Total current liabilities | 1,547,464 | 1,182,627 | ||||||
Total liabilities | 1,547,464 | 1,182,627 | ||||||
Stockholders’ deficit | ||||||||
Common stock; $ | par value authorized: shares at January 31, 2022 and July 31, 2021, respectively: issued and outstanding and at January 31, 2022 and July 31, 2021, respectively12,793 | 9,773 | ||||||
Preferred stock Class A; $1% dividend | par value authorized: shares at January 31, 2022 and July 31, 2021, respectively: issued and outstanding at January 31, 2022 and July 31, 2021, respectively: discretionary- | - | ||||||
Preferred stock Class B; $1% dividend | par value authorized: shares at January 31, 2022 and July 31, 2021: issued and outstanding and 0 at January 31, 2022 and July 31,2021 respectively: discretionary52 | 30 | ||||||
Preferred stock Class C; $1% dividend | par value authorized: shares at January 31, 2022 and July 31, 2021, respectively: and issued and outstanding at January 31, 2022 and July 31, 2021,respectively: discretionary100 | 100 | ||||||
Additional paid-in-capital | 7,109,108 | 6,709,111 | ||||||
Accumulated deficit | (8,344,565 | ) | (7,862,437 | ) | ||||
Total stockholders’ deficit | (1,222,512 | ) | (1,143,423 | ) | ||||
Total liabilities and stockholders’ deficit | $ | 324,952 | $ | 39,204 |
The accompanying notes are an integral part of these financial statements
F-2 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Operations
(Unaudited)
For the Six Months Ended January 31, | ||||||||
2021 | 2020 | |||||||
Operating revenue | $ | - | $ | |||||
Cost of revenue | ||||||||
Gross profit | ||||||||
Operating expenses: | ||||||||
General and administrative | 62,837 | 21,902 | ||||||
Loss from operations | (62,837 | ) | (21,902 | ) | ||||
Other income (expenses) | ||||||||
Interest expense | (9,848 | ) | (76,311 | ) | ||||
Change in derivative liability | (409,829 | ) | (34,304 | ) | ||||
Debt settlement gain (loss) | ||||||||
Other income | 381 | 750 | ||||||
Interest income | 5 | 3 | ||||||
Total other income (expenses) | (419,291 | ) | (109,862 | ) | ||||
Loss before income taxes | (482,128 | ) | (131,764 | ) | ||||
Provision for income taxes | ||||||||
Net income (loss) | $ | (482,128 | ) | $ | (131,764 | ) | ||
Net loss per share, basic and diluted | $ | (0.01) | $ | (0.00 | ) | |||
Weighted average common equivalent share outstanding, basic and diluted | 76,274,181 | 75,546,982 |
The accompanying notes are an integral part of these financial statements
F-3 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Stockholders’ Deficit
(Unaudited)
Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares | No par value | Number of Shares | $0.0001 par value | Number of Shares | $0.0001 par value | Number of Shares | $0.0001 par value | Common Stock Issuable | Additional paid-in capital | Accumulated deficit | Total stockholders’ deficit | |||||||||||||||||||||||||||||||||||||
Balance, July 31, 2020 | 75,546,982 | $ | 7,555 | $ | $ | $ | $ | $ | 6,559,185 | $ | (7,895,290 | ) | $ | (1,328,550 | ) | |||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | (131,764 | ) | (131,764 | ) | |||||||||||||||||||||||||||||||||||||||
Balance, January 31, 2021 | 75,546,982 | $ | 7,555.00 | $ | $ | $ | $ | $ | 6,559,185 | $ | (8,027,054 | ) | $ | (1,460,314 | ) | |||||||||||||||||||||||||||||||||
Balance, July 31, 2021 | 97,734,883 | $ | 9,773 | $ | 300,000 | $ | 30 | 1,000,000 | $ | 100 | $ | $ | 6,709,111 | $ | (7,862,437 | ) | $ | (1,143,423 | ) | |||||||||||||||||||||||||||||
Conversion of convertible debt | 30,198,755 | 3,020 | - | - | - | 66,429 | 69,449 | |||||||||||||||||||||||||||||||||||||||||
Shares issuced for services | - | - | 20,000 | 2 | - | 23,998 | 24,000 | |||||||||||||||||||||||||||||||||||||||||
Shares issued for investment | - | - | - | - | 199,736 | 22 | - | - | - | 309,570 | - | 309,592 | ||||||||||||||||||||||||||||||||||||
- | ||||||||||||||||||||||||||||||||||||||||||||||||
Net income | - | - | - | - | - | - | (482,128 | ) | (482,128 | ) | ||||||||||||||||||||||||||||||||||||||
Balance, January 31, 2022 | 127,933,638 | $ | 12,793 | $ | 519,736 | $ | 54 | 1,000,000 | $ | 100 | $ | $ | 7,109,108 | $ | (8,344,565 | ) | $ | (1,222,512 | ) |
The accompanying notes are an integral part of these financial statements
F-4 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Cash Flows
(Unaudited)
For the six months ended January 31, | ||||||||
2022 | 2021 | |||||||
Cash flows provided by (used for) operating activities: | ||||||||
Net loss | $ | (482,128 | ) | $ | (131,764 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||||||||
Amortization | 1,166 | |||||||
Preferred B shares issued for services | 24,000 | |||||||
Change in derivative liability | 409,829 | 34,304 | ||||||
Increase (decrease) in assets and liabilities: | ||||||||
Accounts payable | 2,400 | |||||||
Accrued interest on loans payable | 96,560 | |||||||
Net cash used for operating activities | (37,285 | ) | 1,500 | |||||
Cash flows provided by (used for) Investing activities | ||||||||
Payment of Website Design | (6,300 | ) | ||||||
Net cash used used in for Investing activities | (6,300 | ) | ||||||
Cash flows provided by (used for) Financing activities | ||||||||
Payment of related party loan | (600 | ) | (1,500 | ) | ||||
Payments to loan from affiliate | 21,509 | |||||||
Net cash provided by (used for) financing activities | 20,909 | (1,500 | ) | |||||
Net (decrease) increase in cash | (22,676 | ) | ||||||
Cash, beginning of period | 28,618 | |||||||
Cash, end of period | $ | 5,942 | $ | |||||
Supplemental disclosure of cash flow information | ||||||||
Common stock issued for debt | $ | 69,449 | $ | |||||
Preferred stock issued for investments | 309,590 |
The accompanying notes are an integral part of these financial statements
F-5 |
Himalaya Technologies, Inc
(formerly Homeland Resources Ltd)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 –ORGANIZATION
Himalaya Technologies, Inc. a/k/a/ Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2021 the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and in discussions with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to Himalaya Technologies, Inc.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC).
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
Consolidation
For the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated in the consolidation.
Cash
Cash consists of deposits in one large national bank. On January 31, 2022, and July 31, 2021, respectively, the Company had $5,942 and $28,618 and in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
F-6 |
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
We have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of January 31, 2022:
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets | ||||||||||||||||
Total assets measured at fair value | ||||||||||||||||
Liabilities | ||||||||||||||||
Derivative liability | 961,720 | 961,720 | ||||||||||||||
Total liabilities measured at fair value | 961,720 | 961,720 |
Assets and liabilities measured at fair value are as follows as of July 31, 2021:
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets | ||||||||||||||||
Total assets measured at fair value | ||||||||||||||||
Liabilities | ||||||||||||||||
Derivative liability | 551,892 | 551,892 | ||||||||||||||
Total liabilities measured at fair value | 551,892 | 551,892 |
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended July 31, 2021 and 2020, 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.
F-7 |
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, 2022 and July 31, 2021, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2021 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on March 5, 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.
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.
F-8 |
The crude oil and gas properties were fully depleted prior to July 31, 2019.
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based Compensation
The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible Assets
The Company’s intangible assets include the Kanab.Club website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.
Goodwill and Other Acquired Intangible Assets
The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter.
Recently Issued Accounting Pronouncements
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.
Concentrations
The Company recorded 100% of its other income from the operator of its crude oil and natural gas properties during the six months ended January 31, 2022 and for the year ended July 31, 2021.
Note 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $8,344,565 as of January 31, 2022. The Company also had negative working capital of $1,541,522 on January 31,2022, and had operating losses of $482,128 and $21,902 for the six months ended January 31, 2022 and 2021, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties.
In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.
F-9 |
Note 4 – ACQUISITION OF KANAB CORP.
On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company. KANAB CORP.’s business plan includes completing its social site Kanab.Club targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media 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 does it touch the cannabis plant and, given these matters, we do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration for the purchase of KANAB CORP., we issued shares of Class B Preferred stock for 100% ownership. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled by the Company’s Chief Executive Officer, the Company has accounted for the transaction as an acquisition under common control, recorded at cost. The historical value of the development costs at July 31, 2021 for the website design was $11,500. As an acquisition under common control, the results of operations for KANAB CORP. are included in our consolidated results of operations for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues, the business has developed a website that is currently active and generating traffic.
The following summarizes the acquired intangible assets:
January 31, | July 31, | |||||||
2022 | 2021 | |||||||
Intangible assets | $ | 11,500 | $ | 11,500 | ||||
Accumulated amortization | (2,080 | ) | (914 | ) | ||||
$ | 9,420 | $ | 10,586 |
Note 5 – LOANS PAYABLE DUE TO RELATED PARTIES
As of January 31, 2022, the Company’s former chief executive officer had an outstanding balance of $96,700. The loan is non-interest bearing and due on demand. The Company is in discussions with the executive to resolve this amount by divesting the Company’s oil interests to him.
Note 6 - CONVERTIBLE NOTE PAYABLES
The Company had convertible note payables with 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, 2021, the Company had the following third-party convertible notes outstanding:
Lender | Origination | Maturity | Amount | Interest | ||||||||||
Note* | KBM Worldwide Inc | 12/29/14 | 10/1/15 | 56,820 | 22 | % | ||||||||
Note | GS Capital | 6/29/21 | 6/29/22 | 151,500 | 10 | % | ||||||||
208,320 | ||||||||||||||
Discount | ||||||||||||||
208,320 |
* | Note is currently in default. The default interest rate of 22% is being charged. When the registration becomes effective, the lender may convert the loan into common shares of stock. The loan can be converted into common shares at a price of 60% of the lowest trading price for the twenty (20) prior trading days including the day the conversion notice is received. |
The convertible note owed to GS Capital converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. As of January 31, 2022, the note theoretically today would convert into common shares.
The note for KBM Worldwide converts at a price of 61% of the average of the lowest five trading price for the last ten (10) trading days ending on the latest trading date prior to date of conversion to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At January 31, 2022 the note theoretically would convert into common shares.
During the six months ended January 31, 2022, third-party lenders converted $69,449 of principal and interest into shares of common stock.
F-10 |
The variables used for the Black-Scholes model are as listed below:
January 31,2022 | July 31, 2021 | |||
● | Volatility: 165% - | Volatility: 253% - 466% | ||
● | Risk free rate of return: 1.24%- 1.53% | Risk free rate of return: 1.24%- 1.53% | ||
● | Expected term: 1-3 years | Expected term: 1-3 years |
On June 29, 2021, a third-party loaned the Company $151,500 in a 10% debenture that matures on June 29, 2022. The transaction netted the Company $125,000.00 after legal fees and due diligence expenses. The third party was also issued shares of common stock as a loan incentive. Of the $125,000 proceeds, $93,899 was used to settle $391,196 of debt resulting in debt settlement income of $297,297.
Note 7 – INCOME TAXES
The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.
Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on July 31 2021 and 2020 will not be fully realizable. The Company is current with corporate listing fees due to the State of Nevada and intends to prepare tax statements for federal and state requirements for 2021 and 2020.
Note 8 – EQUITY
During the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from to . The Company also authorize preferred of two hundred fifty () million. The preferred shares are in three classes, Class A shares which, one hundred thirty ( ) million authorized are convertible into shares of common shares for each share, these shares have voting rights of 1 vote per share. At October 31, 2021 there were shares issued and outstanding. Class B shares, twenty () million authorized, which are convertible into shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At October 31, 2021 there were shares issued and outstanding which equates into 320,000,000 votes. Class C shares, one () million authorized, which are convertible into shares of common shares for each share. These shares have voting rights of 100,000 votes per share. At October 31, 2021 there were shares outstanding which equates into 100,000,000,000 votes. These shares represent the controlling votes of the Company. These shares are all issued to our Company CEO. There are ninty nine () million shares of preferred shares authorized that have not been assigned a class at this time for future requirements.
On June 28, 2021, the Company issued 50,000,000 warrants to FOMO Advisors LLC for advisory services for future advisory services.
On July 31, 2021 the Company issued shares of Class B Preferred for the acquisition of KANAB CORP.
On July 31, 2021 the Company issued shares of Class C preferred to the new Company CEO.
During the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into shares of common stock.
During the six months ended January 31, 2022, third-party lenders converted $69,449 of principal and interest into shares of common stock.
On September 25, 2021, the Company issued shares of Class B Preferred for services. Based on a stock price at closing of 24,000. and common stock equivalents, this values the expense at $
On November 14, 2021, we issued two (2) million common stock purchase warrants with a -year expiration and $0.01 strike price to Stephen Kwolek for Advisory Board services.
On November 28, 2021 we issued series B preferred shares of HMLA 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. The Company’s research has shown that these active compounds decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance. Based on a stock price at closing of .189,749. The GenBio transaction is being accounted for as an investment on our balance sheet. We will not consolidate GenBio’s financial statements. and common stock equivalents, this values the investment at $
On January 1, 2022, we 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 our balance sheet. We will not consolidate TAG’s financial statements.
Note 9 - COVID-19 PANDEMIC UPDATE
In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition or operating results cannot be reasonably estimated at this time.
Note 10 – SUBSEQUENT EVENTS
On February 1, 2022, we issued
Series B Preferred shares to a consultant for corporate development services.
F-11 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of Himalaya Technologies, Inc. (formerly Homeland Resources Ltd.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Himalaya Technologies, Inc. (formerly Homeland Resources Ltd.) (the “Company”) as of July 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended July 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had operating losses for the years ended July 31, 2021 and 2020, and had a working capital deficit and an accumulated deficit at July 31, 2021. These factors raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 3. The financial statements do not include adjustments that might result from the outcome of this uncertainty.
Basis of Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Boyle CPA, LLC |
We have served as the Company’s auditor since July 2021
Red
Bank, NJ
January 18, 2022
331 Newman Springs Road | P (732) 784-1582 |
Building 1, 4th Floor, Suite 143 | F (732) 510-0665 |
Red Bank, NJ 07701 |
F-12 |
Himalaya Technologies, Inc.
(Formerly Homeland Resources LTD.)
Consolidated Balance Sheets
As of | As of | |||||||
July 31, 2021 | July 31, 2020 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash | 28,618 | - | ||||||
Total current assets | 28,618 | - | ||||||
Other assets: | ||||||||
Intangible assets- net | 10,586 | - | ||||||
Total other assets | 10,586 | - | ||||||
Total assets | $ | 39,204 | $ | |||||
Liabilities and stockholders’ deficit | ||||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 227,238 | $ | 229,638 | ||||
Derivative liability | 551,892 | 483,283 | ||||||
Loan from shareholder | 97,000 | 98,500 | ||||||
Loan from affiliate | 27,000 | - | ||||||
Loans payable due to non-related parties, net | 279,497 | 517,129 | ||||||
Total current liabilities | 1,182,627 | 1,328,550 | ||||||
Total liabilities | 1,182,627 | 1,328,550 | ||||||
Stockholders’ deficit | ||||||||
Common stock; $ | par value authorized: shares at July 31, 2021 and 2020, respectively: issued and outstanding and at July 31, 2021 and 2020, respectively9,773 | 7,555 | ||||||
Preferred stock Class A; $1% dividend | par value authorized: shares at July 31, 2021 and 2020, respectively: issued and outstanding at July 31, 2021 and 2020, respectively: discretionary- | - | ||||||
Preferred stock Class B; $1% dividend | par value authorized: shares at July 31, 2021 and 2020, respectively: issued and outstanding and at July 31, 2021 and 2020, respectively: discretionary30 | - | ||||||
Preferred stock Class C; $1% dividend | par value authorized: shares at July 31, 2021 and 2020, respectively: and issued and outstanding and at July 31, 2021 and 2020,respectively: discretionary100 | - | ||||||
Additional paid-in-capital | 6,709,111 | 6,559,185 | ||||||
Accumulated deficit | (7,862,437 | ) | (7,895,290 | ) | ||||
Total stockholders’ deficit | (1,143,423 | ) | (1,328,550 | ) | ||||
Total liabilities and stockholders’ deficit | $ | 39,204 | $ |
The accompanying notes are an integral part of these financial statements
F-13 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Operations
For the Year Ended July 31, | ||||||||
2021 | 2020 | |||||||
Operating revenue | $ | $ | ||||||
Cost of revenue | - | - | ||||||
Gross profit | - | - | ||||||
Operating expenses: | ||||||||
General and administrative | 43,803 | 2,400 | ||||||
Amortization expense | 914 | - | ||||||
44,717 | 2,400 | |||||||
Loss from operations | (44,717 | ) | (2,400 | ) | ||||
Other income (expenses) | ||||||||
Interest expense | (152,621 | ) | (84,498 | ) | ||||
Change in derivative liability | (68,609 | ) | (193,482 | ) | ||||
Debt settlement gain (loss) | 297,297 | - | ||||||
Other income | 1,500 | 1,500 | ||||||
Interest income | 3 | - | ||||||
Total other income (expenses) | 77,570 | (276,480 | ) | |||||
Loss before income taxes | 32,853 | (278,880 | ) | |||||
Provision for income taxes | ||||||||
Net income (loss) | $ | 32,853 | $ | (278,880 | ) | |||
Net loss per share, basic and diluted | $ | 0.00 | $ | (0.00 | ) | |||
Weighted average common equivalent share outstanding, basic and diluted | 76,274,181 | 75,546,982 |
The accompanying notes are an integral part of these financial statements
F-14 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Stockholders’ Deficit
Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | Class C | Common | Additional | Total | |||||||||||||||||||||||||||||||||||||||||||
Number | No | Number | $0.0001 | Number | $0.0001 | Number | $0.0001 | Stock | paid-in | Accumulated |
stockholders’ | |||||||||||||||||||||||||||||||||||||
of Shares | par value | of Shares | par value | of Shares | par value | of Shares | par value | Issuable | capital | deficit | deficit | |||||||||||||||||||||||||||||||||||||
Balance, July 31, 2019 | 75,546,982 | $ | 7,555 | $ | $ | $ | $ | $ | 6,559,185 | $ | (7,616,410 | ) | $ | (1,049,670 | ) | |||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | (278,880 | ) | (278,880 | ) | ||||||||||||||||||||||||||||||||||||
Balance, July 31, 2020 | 75,546,982 | 7,555 | 6,559,185 | (7,895,290 | ) | (1,328,550 | ) | |||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt | 19,687,901 | 1,968 | - | - | - | 98,589 | 100,557 | |||||||||||||||||||||||||||||||||||||||||
Shares issued for purchase of Kanab Corp | - | - | 300,000 | 30 | - | 11,970 | 12,000 | |||||||||||||||||||||||||||||||||||||||||
Shares issued for loan commitment | 2,500,000 | 250 | - | - | - | 29,750 | 30,000 | |||||||||||||||||||||||||||||||||||||||||
Shares purchased | - | - | - | 1,000,000 | 100 | 100 | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued for advisory fees | - | - | - | - | 9,617 | 9,617 | ||||||||||||||||||||||||||||||||||||||||||
- | ||||||||||||||||||||||||||||||||||||||||||||||||
Net income | - | - | - | - | 32,853 | 32,853 | ||||||||||||||||||||||||||||||||||||||||||
Balance, July 31, 2021 | 97,734,883 | 9,773 | 300,000 | 30 | 1,000,000 | 100 | 6,709,111 | (7,862,437 | ) | (1,143,423 | ) |
The accompanying notes are an integral part of these financial statements
F-15 |
Himalaya Technologies Inc
(Formerly Homeland Resources LTD)
Consolidated Statement of Cash Flows
For the year ended July 31, | ||||||||
2021 | 2020 | |||||||
Cash flows provided by (used for) operating activities: | ||||||||
Net income (loss) | $ | 32,853 | $ | (278,880 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||||||
Amortization expense | 914 | |||||||
Loss (gain) on debt settlement | (297,297 | ) | - | |||||
Change in derivative liability | 68,609 | 193,482 | ||||||
Warrants issued for services | 9,617 | - | ||||||
Increase (decrease) in assets and liabilities: | ||||||||
Accounts payable | (2,400 | ) | 2,400 | |||||
Interest expense | 152,621 | - | ||||||
Accrued interest on loans payable | 6,500 | 84,498 | ||||||
Net cash used for operating activities | (28,583 | ) | 1,500 | |||||
Cash flows provided by (used for) Investing activities | ||||||||
Cash flows provided by (used for) Financing activities | ||||||||
Payment of related party loan | (1,500 | ) | (1,500 | ) | ||||
Proceeds from loan from affiliate | 27,500 | - | ||||||
Purchase of Preferred C shares | 100 | - | ||||||
Payment of non-related party loans | (93,899 | ) | - | |||||
Proceeds from non-related loans | 125,000 | - | ||||||
Net cash provided by (used for) financing activities | 57,201 | (1,500 | ) | |||||
Net (decrease) increase in cash | 28,618 | - | ||||||
Cash, beginning of period | - | - | ||||||
Cash, end of period | $ | 28,618 | $ | |||||
Supplemental disclosure of cash flow information | ||||||||
Common stock issued for debt | $ | 761,456 | $ |
The accompanying notes are an integral part of these financial statements
F-16 |
Himalaya Technologies, Inc
(formerly Homeland Resources Ltd)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 –ORGANIZATION
Himalaya Technologies, Inc. a/k/a/ Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of
Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State
of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program
as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the
exploration and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July
31, 2021. Over the past few years, the company generated approximately $1,500
per year of net revenue from these leases. Subsequent
to July 31, 2021 the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and
in discussions with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021, the Company
amended its Articles of Incorporation to change the name of the Company to Himalaya Technologies, Inc.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC).
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
Consolidation
For the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated in the consolidation.
Cash
Cash consists of deposits in one large national bank. On July 31, 2021 and 2020, respectively, the Company had $28,618 and $ 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.
F-17 |
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
We have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of July 31, 2021:
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets | ||||||||||||||||
Total assets measured at fair value | ||||||||||||||||
Liabilities | ||||||||||||||||
Derivative liability | 551,892 | 551,892 | ||||||||||||||
Total liabilities measured at fair value | 551,892 | 551,892 |
Assets and liabilities measured at fair value are as follows as of July 31, 2020:
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets | ||||||||||||||||
Total assets measured at fair value | ||||||||||||||||
Liabilities | ||||||||||||||||
Derivative liability | 483,283 | 483,283 | ||||||||||||||
Total liabilities measured at fair value | 483,283 | 483,283 |
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.
Income Taxes
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
F-18 |
ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
On July 31, 2021 and 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2021 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 10-99 filings for compensation paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions.
Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude Oil and Natural Gas Properties
The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.
F-19 |
Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves.
The crude oil and gas properties were fully depleted prior to July 31, 2019.
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based Compensation
The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible Assets
The Company’s intangible assets is the Kanab.Club website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.
Goodwill and Other Acquired Intangible Assets
The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter.
Recently Issued Accounting Pronouncements
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.
Concentrations
The Company recorded 100% of its other income from the operator of its crude oil and natural gas properties during the fiscal years ended July 31, 2021 and 2020.
Note 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $7,862,437 as of July 31, 2021. The Company also had negative working capital of $1,154,009 on July 31, 2021, and had operating losses of $44,717 and $2,400 for the years ended July 31, 2021 and 2020, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties.
In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.
Note 4 – ACQUISITION OF KANAB CORP.
On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company operating a website Kanab.Club. KANAB CORP.’s business plan includes completing its social site targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a development stage company that does not offer e-commerce services at this time, nor do we touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration for the purchase, we issued shares of Class B preferred stock. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled by the Company’s Chief Executive Office, the Company has accounted for the acquisition as an acquisition under common control, recorded at cost. The historical value of the development costs at July 31, 2021 for the website design was $11,500. As an acquisition under common control, the results of operations for KANAB CORP. are included in the consolidated results of operations for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues, it has developed a website that is currently active and generating traffic.
The following summarizes the acquired intangible assets:
Intangible assets | $ | 11,500 | ||
Accumulated amortization | (914 | ) | ||
$ | 10,586 |
Note 5 – LOANS PAYABLE DUE TO RELATED PARTIES
As of July 31, 2021, the Company’s former chief executive officer had an outstanding balance of $97,000. The loan is non-interest bearing and due on demand.
Note 6 - CONVERTIBLE NOTE PAYABLES
The Company had convertible note payables with 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 July 31, 2021, the Company had the following third-party convertible notes outstanding:
Lender | Origination | Maturity | Amount | Interest | ||||||||||
Note* | KBM Worldwide Inc | 9/8/14 | 6/12/15 | $ | 32,149 | 22 | % | |||||||
Note* | KBM Worldwide Inc. | 12/29/14 | 10/1/15 | 95,848 | 22 | % | ||||||||
Note | GS Capital | 6/29/21 | 6/29/22 | 151,500 | 10 | % | ||||||||
279,497 | ||||||||||||||
Discount | ||||||||||||||
$ | 279,497 |
* | Note is currently in default. The default interest rate of 22% is being charges. When the registration becomes effective the lender will convert the loan into common shares of stock. The loan can be converted into common shares at a price of 60% of the lowest trading price for the twenty (20) prior trading days including the day the conversion notice is received. |
The convertible note for GS Capital converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At July 31, 2021 the note theoretically would convert into common shares.
The notes for KBM Worldwide converts at a price of 61% of the average of the lowest five trading price for the last ten (10) trading days ending on the latest trading date prior to date of conversion to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At July 31, 2021 the note theoretically would convert into common shares.
During the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into shares of common stock.
The variables used for the Black-Scholes model are as listed below:
July 31,2021 | July 31, 2020 | |||
● | Volatility: 253% - 466% | Volatility: 191% - 455% | ||
● | Risk free rate of return: 1.24%- 1.53% | Risk free rate of return: 1.93% - 1.99% | ||
● | Expected term: 1-3 years | Expected term: 1-3 years |
On June 29, 2021, a third-party loaned the Company $151,500 in a 10% debenture that matures on June 29, 2022. The transaction netted the Company $125,000.00 after legal fees and due diligence expenses. The third party was also issued shares of common stock as a loan incentive. Of the $125,000 proceeds, $93,899 was used to settle $391,196 of debt resulting in debt settlement income of $297,297.
F-20 |
Note 7 – INCOME TAXES
The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.
Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on December 31, 2020 and December 31, 2019 will not be fully realizable. The Company is current with corporate listing fees due to the State of Nevada and intends to prepare tax statements for the federal and state requirements for 2019 and 2020.
Note 8 – EQUITY
During the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from to . The Company also authorize preferred of two hundred fifty () million. The preferred shares are in three classes, Class A shares which, one hundred thirty () million authorized are convertible into shares of common shares for each share, these shares have voting rights of 1 vote per share. At July 31, 2021 there were shares issued and outstanding. Class B shares, twenty () million authorized, which are convertible into shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At July 31, 2021 there were shares issued and outstanding which equates into 300,000,000 votes.Class C shares, one () million authorized, which are convertible into shares of common shares for each share. These shares have voting rights of 100,000 votes per share. At July 31, 2021 there were shares outstanding which equates into 100,000,000,000 votes. These shares represent the controlling votes of the Company. These shares are all issued to our Company CEO. There are ninety- nine () million shares of preferred shares authorized that have not been assigned a class at this time for future requirements.
On July 31, 2021 the Company issued shares of Class B Preferred for the acquisition of KANAB CORP.
On July 31, 2021 the Company issued shares of Class C preferred to the new Company CEO.
During the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into shares of common stock.
On June 28, 2021, the Company issued 50,000,000 warrants to FOMO Advisors LLC for future advisory services.
Note 9 - COVID-19 PANDEMIC UPDATE
In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition or operating results cannot be reasonably estimated at this time.
Note 10 – SUBSEQUENT EVENTS
On August 4, 2021 a third-party lender converted $14,600 into shares of common stock
On August 23 2021 a third-party lender converted $10,100 into shares of common stock
On August 24, 2021 a third-party lender converted $7,449 into shares of common stock
On August 27, 2021 a third-party lender converted $9,000 into shares of common stock
On September 25, 2021, we issued
Series B Shares to a consultant for services.
On November 14, 2021, the Company issued two million common stock purchase warrants with a -year expiration and $0.01 strike price for Services.
On November 28, 2021 we issued series B preferred shares of HMLA stock for common shares of GENBIO Inc., representing 19.9%ownership. The GENBIO transaction is being accounted for as an investment on our balance sheet. We will not consolidate GENBIO’s financial statements. GenBio Inc is a Biotechnology Company that researches natural products that act on new molecular pathways, primarily to suppress inflammation at critical points in these biochemical pathways. The Company’s research has shown that these active compounds decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance. 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, we issued series B preferred shares of HMLA stock for Member Interests of The Agrarian Group, LLC (“TAG”) representing 19.99% ownership. TAG offers a supply chain management platform and artificial intelligence software that assists in agriculture shipments and indoor farming. In the future, the business intends to support the broader agricultural market including the broader produce market, but may serve the cannabis sector. TAG offers a technology platform that aids cultivation and does not and will not in the future be involved in cannabis development directly and will not touch the cannabis plant. The TAG transaction is being accounted for as an investment and is being accounted for as an investment on our balance sheet. As a result, we will not consolidate TAG’s financial statements.
Prior to the transactions above there was no common ownership in the companies. The Company did not have any ownership interest in GenBio, Inc. or TAG.
On February 1, 2022, we issued
Series B Preferred shares to a consultant.
F-21 |
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
In its two most recent fiscal years, the Company has had no disagreements with its independent accountants.
Item 15. Financial Statements and Exhibits.
*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.
10 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Himalaya Technologies, Inc. | ||
(Registrant) | ||
Date: April 1, 2022 | By: | /s/ Vikram Grover |
Chief Executive Officer | ||
(Signature)* |
*Print name and title of the signing officer under his signature.
11 |
Exhibit 3.2
Exhibit 3.4
Exhibit 3.5
Exhibit 3.6
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Stock Purchase Agreement
THIS AGREEMENT is made and entered on July 31, 2021 by and between, Vikram Grover (“Seller”) of 2810 Bristol Dr. #309, Lisle, IL 60532 and Himalaya Technologies, Inc. (“Purchaser”) of 1 E Erie St, Ste 525 Unit #2420, Chicago, Illinois, 60611.
WITNESSETH:
Whereas, the Seller is a Stockholder in KANAB CORP., who is the record owner of outstanding shares of the capital stock of KANAB CORP. (hereinafter referred to as the “Corporation”), a Wyoming corporation, which has authority to sell 1,000,000 shares of capital stock at $1.35 par value common stock, and
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and Agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation’s Stock aforementioned, it is hereby agreed as follows:
Purchase and Sale
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation’s Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation’s Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.
The closing of the transactions contemplated by this Agreement (the “Closing”), shall be held at Corporate Offices located at 2810 Bristol Dr, Apt 309, Lisle, Illinois 60532 on July 31, 2021, at 12:00pm CT, or such other place, date and time as the parties hereto may otherwise agree.
Amount and Payment of Purchase Price
(a) As total consideration for the purchase and sale of the Corporation’s Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the $1,350,000.00 in the form of 150,000 Series B Preferred shares of common stock representing a common stock price of $0.009 based on a conversion ratio of 1-1000, such total consideration to be referred to in this Agreement as the “Purchase Price”.
(b) Payment
The Purchase Price shall be paid as follows:
i. The sum of $0.00 to be delivered to Seller upon the execution of this Agreement.
ii. The sum of $1,350,000.00 in the form of 150,000 Series B Preferred shares of common stock, to be delivered to Seller at Closing.
Representations and Warranties of Seller
Seller hereby warrants and represents:
(a) Organization and Standing
The Seller is a stockholder and record owner of the issued and outstanding shares of the capital stock of the Corporation, which is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming and has the Corporation has the corporate power and authority to carry on its business as it is now being conducted.
(b) Restrictions on Stock
i. The Seller is not a party to any Agreement, written or oral, creating rights in respect to the Corporation’s Stock in any third person or relating to the voting of the Corporation’s Stock.
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.
Representations and Warranties of Seller and Purchaser
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller and Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.
General Provisions
(a) Entire Agreement
This Agreement (including any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
(b) Sections and Other Headings
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(c) Governing Law
This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Wyoming. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.
SELLER:
By: | /s/ Vikram Grover | Date: | 07-31-2021 | |
Vikram Grover, CEO |
PURCHASER:
By: | /s/ Vikram Grover | Date: | 07/31/2021 | |
Himalaya Technologies, Inc. |
Exhibit 10.5
Stock Purchase Agreement
THIS AGREEMENT is made and entered on July 31, 2021 by and between, FOMO CORP (“Seller”) of 1 E Erie St, Ste 525 Unit #2420, Chicago, IL 60611 and Himalaya Technologies, Inc. (“Purchaser”) of 1 E Erie St, Ste 525 Unit #2420, Chicago, Illinois. 60611.
WITNESSETH:
Whereas, the Seller is a Stockholder in KANAB CORP., who is the record owner of outstanding shares of the capital stock of KANAB CORP. (hereinafter referred to as the “Corporation”), a Wyoming corporation, which has authority to sell 1,000,000 shares of capital stock at $1.35 par value common stock, and
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and Agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation’s Stock aforementioned, it is hereby agreed as follows:
Purchase and Sale
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation’s Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation’s Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.
The closing of the transactions contemplated by this Agreement (the “Closing”), shall be held at Corporate Offices located at 1 E Erie St, Ste 525 Unit #2420, Chicago, IL 60611 on July 31, 2021, at 12:00pm CT, or such other place, date and time as the parties hereto may otherwise agree.
Amount and Payment of Purchase Price
(a) Consideration As total consideration for the purchase and sale of the Corporation’s Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the $1,350,000.00 in the form of 150,000 Series B Preferred shares of common stock representing a common stock price of $0.009 based on a conversion ratio of 1-1000, such total consideration to be referred to in this Agreement as the “Purchase Price”.
(b) Payment
The Purchase Price shall be paid as follows:
i. The sum of $0.00to be delivered to Seller upon the execution of this Agreement.
ii. The sum of $1,350,000.00 in the form of 150,000 Series B Preferred shares of common stock, to be delivered to Seller at Closing.
Representations and Warranties of Seller
Seller hereby warrants and represents:
(a) Organization and Standing
The Seller is a stockholder and record owner of the issued and outstanding shares of the capital stock of the Corporation, which is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming and has the Corporation has the corporate power and authority to carry on its business as it is now being conducted.
(b) Restrictions on Stock
i. The Seller is not a party to any Agreement, written or oral, creating rights in respect to the Corporation’s Stock in any third person or relating to the voting of the Corporation’s Stock.
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.
Representations and Warranties of Seller and Purchaser
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller and Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.
General Provisions
(a) Entire Agreement
This Agreement (including any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject maffer hereof.
(b) Sections and Other Headings
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(c) Governing Law
This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Wyoming. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing parfy’s reasonable attomey’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.
SELLER:
By: | /s/ Vikram Grover | Date: | 07-31-2021 |
Vikram Grover, CEO |
PURCHASER:
By: | /s/ Vikram Grover | Date: | 07/31/2021 |
Himalaya Technologies, Inc. |
Exhibit 10.6
Exhibit 10.7
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement of Himalaya Technologies, Inc. (formerly Homeland Resources Ltd.) (the “Company”) on Form 10 of our report dated January 18, 2022, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, relating to our audit of the balance sheets as of July 31, 2021 and 2020, and the statements of operations, stockholders’ deficit and cash flows for each of the two-years ended July 31, 2021.
/s/ Boyle CPA, LLC
Boyle CPA, LLC
Red Bank, NJ
April 1, 2022
331 Newman Springs Road | P (732) 784-1582 |
Building 1, 4th Floor, Suite 143 | F (732) 510-0665 |
Red Bank, NJ 07701 |