UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1FORM Form 10-Q/A
(Mark One)
[X]
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Quarterly Period Ended January 31, 20142024
[ ]
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________________ to _____________________________
333-147501(
Commission file number)File No. 000-55282
HOMELAND RESOURCES LTD.
Himalaya Technologies, Inc.
(Exact name of registrantsmall business issuer as specified in its charter)
| Nevada | 5511 | 26-0841675 | ||
(State or other jurisdiction of incorporation or organization) | ( Classification Code Number) | (I.R.S. Employer Identification No.) |
(877) 503-4299
108 Scharberry Lane #2, Mars, PA16046 (Registrant’s
(Address of principal executive offices)
(630)708-0750
(Registrant’s telephone number, including area code)
625 Stanwix St. #2504, Pittsburgh, PA15222
(Former Address (6801 Los Trechos NE, Albuquerque, New Mexico 87109)name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] ☒ No [ ]☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] ☒ No [ ]☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See the definitionsdefinition of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer |
| Non-accelerated filer | Smaller reporting company |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]☐ No [X]☒
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of common shares outstanding as of March 14, 2014 the initial date of this filing was 80,600,000 and asCommon Stock (.0001 par value) of the date of this filing, theregistrant outstanding is 32,471,828 (restated to reflect September 30, 2014 5-to-1 reverse stock split)was at March 28, 2024.
EXPLANATORY NOTE
On November 17, 2014, the management of Homeland Resources Ltd. (the “Company”) and its Board of Directors concluded that the previously issued financial statements contained in the Company’s Quarterly Report on
This Amendment to Form 10-Q for the quarter ended January 31, 2014 filed March 14, 2014 (the “Original Form 10-Q”) should no longer be relied upon because of errors related to26, 2023 includes iXBRL tagging as required by the presentation of certain information included in the financial statements and footnotes to the financial statements. The Company has determined that it was necessary to correct the accounting for certain transactions as presented within the statement of operations and statement of cash flows along with their corresponding impact on the Company’s balance sheet.Securities Exchange Commission.
The initial accounting for the conveyance of certain working interests in certain crude oil and natural gas properties (“Interests”) sold during the fiscal quarter ended January 31, 2014 to an un-related third party resulted in the gain being over-stated. The methodology initially utilized to arrive at the fair value applied to the Interests sold was inappropriately applied at the time the transaction was initially recorded. Related to the re-allocation of the fair value of the assets sold, the calculation of depletion was re-performed. The issues were discovered in connection with the audit of the Company’s July 31, 2014 financial statements. The gain on the sale of assets initially reported as $147,978 was re-calculated utilizing the appropriate fair value to arrive at a net gain of $73,871. Associated depletion expense reported for the period ended January 31, 2014 was re-calculated, changes related thereto were immaterial but have been adjusted for. The net impact of these adjustments resulted in a previous overstatement of net income of $68,527 or $.006 per share for the three months ended January 31, 2014 (restated to reflect September 30, 2014 5-to-1 reverse stock split), to arrive at adjusted net income of $32,520 or $.003 per share (restated to reflect September 30, 2014 5-to-1 reverse stock split). For the six months ended January 31, 2014 net income of $28,778 will be restated to reflect a net loss of $(39,749) with a corresponding change in net income per share from $.002 to a net loss per share of $(.003)(restated to reflect September 30, 2014 5-to-1 reverse stock split).
The information contained in this Form 10-Q/A is provided as at the filing date of the Original Form 10-Q. With the exception of the restatement of the financial statements and adjustments to the affected portions of management’s discussion and analysis and Item 4., Controls and Procedures the Company has not made any additional changes to disclosure as provided in the Original Form 10-Q. Common stock issued and outstanding, net income (loss) per common share and weighted average number of common shares outstanding basic and diluted reflect September 30, 2014 5-to-1 reverse stock split.
3
HOMELAND RESOURCES LTD.
HIMALAYA TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JANUARY 31, 2024
TABLE OF CONTENTS
| 2 |
PART I
ITEM 1. FINANCIAL STATEMENTS
HIMALAYA TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS
4
| 3 |
HOMELAND RESOURCES LTD.BALANCE SHEETS
| January 31, 2014 | July 31, 2013 | |||||
| (Unaudited) restated (Note 12) | ||||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 114,947 | $ | 5,989 | ||
| Accounts receivable | 20,000 | 19,000 | ||||
| Prepaid expenses | 4,000 | - | ||||
| Total Current Assets | 138,947 | 24,989 | ||||
| Mineral property | 1 | 1 | ||||
| Oil and gas properties, at cost (full cost method) | ||||||
| Proved properties | 294,502 | 347,488 | ||||
| Unproved properties | 637,177 | 618,981 | ||||
| Less: accumulated depletion and depreciation | (108,096 | ) | (140,647 | ) | ||
| Net oil and gas properties | 823,583 | 825,822 | ||||
| Total Assets | $ | 962,531 | $ | 850,812 | ||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 282,150 | $ | 256,958 | ||
| Accounts payable – related party | 228,854 | 207,854 | ||||
| Notes payable – related party | 15,000 | - | ||||
| Notes payable – current portion | 855,709 | 780,709 | ||||
| Total Current Liabilities | 1,381,713 | 1,245,521 | ||||
| Long Term Liabilities | ||||||
| Asset retirement obligation | 4,151 | 3,875 | ||||
| Total Liabilities | 1,385,864 | 1,249,396 | ||||
| Stockholders’ (Deficit) | ||||||
| Preferred stock - $0.0001 par value; authorized – 250,000,000 shares issued and outstanding – nil | - | - | ||||
| Common stock - $0.0001 par value; authorized - 500,000,000 shares 12,160,000 and 12,160,000 issued and outstanding, respectively | 1,216 | 1,216 | ||||
| Additional paid in capital (Restated to reflect September 30, 2014 5-to-1 reverse stock split) | 208,954 | 193,954 | ||||
| (Deficit) accumulated during the development stage | (175,610 | ) | (175,610 | ) | ||
| Accumulated (Deficit) | (457,893 | ) | (418,144 | ) | ||
| Total Stockholders’ (Deficit) | (423,333 | ) | (398,584 | ) | ||
| Total Liabilities and Stockholders’ (Deficit) | $ | 962,531 | $ | 850,812 |
Himalaya Technologies Inc
Condensed Consolidated Balance Sheets
(Unaudited)
| January 31, | July 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 5,107 | $ | 324 | ||||
| Total current assets | 5,107 | 324 | ||||||
| Other assets: | ||||||||
| Investments | 63,000 | 21,000 | ||||||
| Intangible assets | 45,634 | - | ||||||
| Digital assets | 5,000 | - | ||||||
| Website design | 18,520 | 14,651 | ||||||
| Total other assets | 132,154 | 35,651 | ||||||
| Total assets | $ | 137,261 | $ | 35,975 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 275,526 | $ | 277,478 | ||||
| Derivative liability | 263,822 | 680,946 | ||||||
| Loan from affiliate | 3,000 | 41,157 | ||||||
| Loans payable due to non-related parties, net | 153,371 | 162,025 | ||||||
| Total current liabilities | 695,719 | 1,161,606 | ||||||
| Total liabilities | 695,719 | 1,161,606 | ||||||
| Stockholders’ deficit | ||||||||
| Common stock; $ par value authorized: shares; issued and outstanding and | 28,107 | 18,688 | ||||||
Preferred stock Class A; $ par value authorized: shares; issued and outstanding and | 964 | 846 | ||||||
| Preferred stock Class B; $ par value authorized: shares; issued and outstanding and | 83 | 52 | ||||||
| Preferred stock Class C; $ par value authorized: shares; issued and outstanding and | 100 | 100 | ||||||
| Preferred stock value | 100 | 100 | ||||||
| Additional paid-in-capital | 8,513,906 | 7,491,934 | ||||||
| Accumulated deficit | (9,101,618 | ) | (8,637,251 | ) | ||||
| Total stockholders’ deficit | (558,458 | ) | (1,125,631 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 137,261 | $ | 35,975 | ||||
The accompanying notes are an integral part of these unaudited interimconsolidated financial statements.statements
5
HOMELAND RESOURCES LTD.STATEMENTS OF OPERATIONS(UNAUDITED)
| Three Months Ended January 31, 2014 restated (Note 12) | Three Months Ended January 31, 2013 | Six Months Ended January 31, 2014 restated (Note 12) | Six Months Ended January 31, 2013 | |||||||||
| REVENUES | ||||||||||||
| Oil and gas revenue | $ | 28,658 | $ | 45,157 | $ | 59,916 | $ | 56,140 | ||||
| Total Revenues | 28,658 | 45,157 | 59,916 | 56,140 | ||||||||
| COSTS AND EXPENSES | ||||||||||||
| Lease operating expenses | 1,585 | 5,557 | 3,702 | 9,573 | ||||||||
| Depreciation, depletion, and accretion | 14,952 | 6,589 | 33,122 | 8,521 | ||||||||
| Consulting fees – related party | 10,500 | 10,500 | 21,000 | 21,000 | ||||||||
| General and administrative | 26,861 | 123,161 | 69,256 | 168,962 | ||||||||
| TOTAL OPERATING EXPENSES | 53,898 | 145,807 | 127,080 | 208,056 | ||||||||
| (LOSS) FROM OPERATIONS | (25,240 | ) | (100,650 | ) | (67,164 | ) | (151,916 | ) | ||||
| OTHER EXPENSES | ||||||||||||
| Interest expense | 16,111 | 13,152 | 46,456 | 26,304 | ||||||||
| Amortization of deferred financing costs | - | 4,289 | - | 8,578 | ||||||||
| TOTAL OTHER EXPENSES | (16,111 | ) | (17,441 | ) | (46,456 | ) | (34,882 | ) | ||||
| Gain on conveyance of interest in oil and gas properties | 73,871 | - | 73,871 | - | ||||||||
| Net Income (Loss) | $ | 32,520 | $ | (118,091 | ) | $ | (39,749 | ) | $ | (186,798 | ) | |
| Net Income (Loss) Per Common Share Basic and Diluted (1) | $ | 0.00 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |
| Weighted average number of common shares outstanding Basic and Diluted | 12,160,000 | 12,068,696 | 12,160,000 | 12,068,696 |
Himalaya Technologies Inc
Condensed Consolidated Statement of Operations
(Unaudited)
| For the Three Months Ended January 31, | For the Six Months Ended January 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| Cost of revenue | - | - | - | - | ||||||||||||
| Gross profit | - | - | - | - | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 62,023 | 80,133 | 356,740 | 160,732 | ||||||||||||
| Amortization expense | 1,428 | 1,203 | 2,631 | 2,321 | ||||||||||||
| Total operating expenses | 63,451 | 81,336 | 359,371 | 163,053 | ||||||||||||
| Loss from operations | (63,451 | ) | (81,336 | ) | (359,371 | ) | (163,053 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense | (12,878 | ) | (8,524 | ) | (19,571 | ) | (15,878 | ) | ||||||||
| Derivative expense | (9,679 | ) | - | (24,220 | ) | (64,937 | ) | |||||||||
| Change in derivative liability | 41,558 | (251,183 | ) | 257,187 | (280,674 | ) | ||||||||||
| Loss on debt conversions | (360,480 | ) | - | (360,480 | ) | |||||||||||
| Gain on sale of oil and gas properties | - | 112,000 | - | 112,000 | ||||||||||||
| Investment gain | 42,000 | - | 42,000 | - | ||||||||||||
| Other income | 76 | 94 | 88 | 250 | ||||||||||||
| Total other income (expenses) | (299,403 | ) | (147,613 | ) | (104,996 | ) | (249,239 | ) | ||||||||
| Income (loss) before income taxes | (362,854 | ) | (228,949 | ) | (464,367 | ) | (412,292 | ) | ||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Net income (loss) | $ | (362,854 | ) | $ | (228,949 | ) | $ | (464,367 | ) | $ | (412,292 | ) | ||||
| Net income (loss) per share, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common equivalent | ||||||||||||||||
| share outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited interimconsolidated financial statements.statements
6
| 5 |
HOMELAND RESOURCES LTD.STATEMENTS OF CASH FLOWS(UNAUDITED)
| Six Months Ended January 31, 2014 restated (Note 12) | Six Months Ended January 31, 2013 | |||||
| OPERATING ACTIVITIES | ||||||
| Net Loss | $ | (39,749 | ) | $ | (186,798 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
| Depreciation, depletion, and accretion | 33,122 | 8,521 | ||||
| Share based compensation | - | 80,000 | ||||
| Gain on sale of interest in oil and gas properties | (73,871 | ) | - | |||
| Amortization of deferred financing costs | - | 8,578 | ||||
| Change in non-cash working capital items: | ||||||
| (Increase) in accounts receivable | (1,000 | ) | (17,500 | ) | ||
| (Increase) in prepaid assets | (4,000 | ) | (3,500 | ) | ||
| Increase in accounts payable and accrued liabilities | 73,462 | 2,617 | ||||
| Increase in accounts payable related party | 21,000 | 21,000 | ||||
| Net cash provided by (used in) operating activities | 8,964 | (87,082 | ) | |||
| INVESTING ACTIVITIES | ||||||
| Additions to interests in oil and gas properties | (131,511 | ) | (11,336 | ) | ||
| Proceeds from conveyance of interest in oil and gas properties | 141,505 | - | ||||
| Net cash provided by (used in) investing activities | 9,994 | (11,336 | ) | |||
| FINANCING ACTIVITIES | ||||||
| Proceeds from notes payable | 90,000 | - | ||||
| Net cash provided by financing activities | 90,000 | - | ||||
| Net increase (decrease) in cash | 108,958 | (98,418 | ) | |||
| Cash beginning of period | 5,989 | 143,552 | ||||
| Cash end of period | $ | 114,947 | $ | 45,134 | ||
| SUPPLEMENTAL CASH FLOW DISCLOSURES | ||||||
| Cash paid for interest | $ | - | $ | - | ||
| Cash paid for income taxes | $ | - | $ | - | ||
| NON CASH INVESTING AND FINANCING TRANSACTIONS | ||||||
| Forgiveness of Joint Interest billing costs owed from conveyance of interest in oil and gas properties | $ | 58,495 | $ | - |
Himalaya Technologies Inc
Condensed Consolidated Statement of Stockholders’ Deficit
(Unaudited)
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | No par value | Number of Shares | $0.0001 par value | Number of Shares | $0.0001 par value | Number of Shares | $0.0001 par value | Additional paid-in capital | Accumulated deficit | Total stockholders’ deficit | ||||||||||||||||||||||||||||||||||
| Balance, July 31, 2023 | 186,878,572 | $ | 18,688 | 8,457,777 | $ | 846 | 518,730 | $ | 52 | 1,000,000 | $ | 100 | $ | 7,491,934 | $ | (8,637,251 | ) | $ | (1,125,631 | ) | ||||||||||||||||||||||||
| Preferred shares issued for accrued compensation | - | - | 1,184,402 | 118 | - | - | - | - | 44,453 | - | 44,571 | |||||||||||||||||||||||||||||||||
| Conversion of related party debt to preferred shares | - | - | - | - | 278,442 | 28 | - | - | 565,009 | - | 565,037 | |||||||||||||||||||||||||||||||||
| Preferred shares issued for FOMO beverage | - | - | - | - | 25,000 | 3 | - | - | 34,997 | - | 35,000 | |||||||||||||||||||||||||||||||||
| Common shares issued for accrued compensation | 8,694,853 | 869 | - | - | - | - | - | - | 12,102 | - | 12,971 | |||||||||||||||||||||||||||||||||
| Conversion of convertible debt into common shares | 46,324,465 | 4,632 | - | - | - | - | - | - | 68,811 | - | 73,443 | |||||||||||||||||||||||||||||||||
| Common shares issued for acquistion of Trademark | 3,180,000 | 318 | - | - | - | - | - | - | 3,816 | - | 4,134 | |||||||||||||||||||||||||||||||||
| Common shares issued in private placements | 36,000,000 | 3,600 | - | - | - | - | - | - | 32,400 | - | 36,000 | |||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | - | - | - | - | 260,384 | - | 260,384 | |||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | (464,367 | ) | (464,367 | ) | |||||||||||||||||||||||||||||||
| Balance, January 31, 2024 | 281,077,890 | $ | 28,107 | 9,642,179 | $ | 964 | 822,172 | $ | 83 | 1,000,000 | $ | 100 | $ | 8,513,906 | $ | (9,101,618 | ) | $ | (558,458 | ) | ||||||||||||||||||||||||
| Balance, July 31, 2022 | 147,201,861 | $ | 14,720 | - | $ | - | 536,876 | $ | 54 | 1,000,000 | $ | 100 | $ | 7,350,927 | $ | (8,059,476 | ) | $ | (693,675 | ) | ||||||||||||||||||||||||
| Balance | 147,201,861 | $ | 14,720 | - | $ | - | 536,876 | $ | 54 | 1,000,000 | $ | 100 | $ | 7,350,927 | $ | (8,059,476 | ) | $ | (693,675 | ) | ||||||||||||||||||||||||
| Shares issued for accrued compensation | - | - | - | - | 9,090 | 1 | - | - | 39,999 | - | 40,000 | |||||||||||||||||||||||||||||||||
| Recognition of warrants | - | - | - | - | - | - | - | - | 45,000 | - | 45,000 | |||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | (412,292 | ) | (412,292 | ) | |||||||||||||||||||||||||||||||
| Balance, January 31, 2023 | 147,201,861 | $ | 14,720 | - | $ | - | 545,966 | $ | 55 | 1,000,000 | $ | 100 | $ | 7,435,926 | $ | (8,471,768 | ) | $ | (1,020,967 | ) | ||||||||||||||||||||||||
| Balance | 147,201,861 | $ | 14,720 | - | $ | - | 545,966 | $ | 55 | 1,000,000 | $ | 100 | $ | 7,435,926 | $ | (8,471,768 | ) | $ | (1,020,967 | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interimconsolidated financial statements.statements
7
| 6 |
HOMELAND RESOURCES LTD.
Himalaya Technologies Inc
Condensed Consolidated Statement of Cash Flows
(Unaudited)
| For the Six Months Ended January 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows provided by (used for) operating activities: | ||||||||
| Net income (loss) | $ | (464,367 | ) | $ | (412,292 | ) | ||
| Adjustments to resoncile net loss to net cash provided by (used for) operating activities: | ||||||||
| Amortization expense | 2,631 | 2,321 | ||||||
| Gain on sale of oil and gas properties | - | (112,000 | ) | |||||
| Loss on debt conversions | 360,480 | |||||||
| Investment gain | (42,000 | ) | ||||||
| Change in derivative liability | (257,187 | ) | 280,674 | |||||
| Derivative expense | 24,220 | 64,937 | ||||||
| Amortization of debt discount | 11,526 | 1,968 | ||||||
| Shares/ Warrants issued for services | 260,384 | 45,000 | ||||||
| Increase (decrease) in assets and liabilities: | ||||||||
| Accounts payable | 43,430 | 75,634 | ||||||
| Accrued interest on loans payable | 8,045 | 13,910 | ||||||
| Net cash used for operating activities | (52,838 | ) | (39,848 | ) | ||||
| Cash flows provided by (used for) Investing activities | ||||||||
| Payments for acquisitions of intangible assets | (3,250 | ) | - | |||||
| Payments of website design | (6,500 | ) | (6,000 | ) | ||||
| Net cash used for investing activities | (9,750 | ) | (6,000 | ) | ||||
| Cash flows provided by (used for) Financing activities | ||||||||
| Proceeds from private placement | 36,000 | - | ||||||
| Payment of related party loan | (129 | ) | (20,863 | ) | ||||
| Proceeds from loan from affiliate | - | 28,652 | ||||||
| Proceeds from non-related loans | 31,500 | 35,000 | ||||||
| Net cash provided by financing activities | 67,371 | 42,789 | ||||||
| Net (decrease) increase in cash | 4,783 | (3,059 | ) | |||||
| Cash, beginning of period | 324 | 4,141 | ||||||
| Cash, end of period | $ | 5,107 | $ | 1,082 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Preferred stock issued for accrued compensation | $ | 44,571 | $ | 40,000 | ||||
| Common stock issued for accrued compensation | $ | 12,971 | $ | - | ||||
| Common stock issued for debt | $ | 73,443 | $ | - | ||||
| Common shares issued for acquistion of Trademark | $ | 4,134 | $ | - | ||||
| Conversion of related party debt to preferred shares | $ | 565,037 | $ | - | ||||
| Preferred shares issued for FOMO beverage | $ | 35,000 | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements
| 7 |
Himalaya Technologies, Inc.
NOTES TO UNAUDITED INTERIMCONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 20142024 AND 2023
NOTE(UNAUDITED)
Note 1 – BASIS OF PRESENTATION
NOTE 2 – GOING CONCERN
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
8
HOMELAND RESOURCES LTD.NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTSJANUARY 31, 2014
NOTE 4 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
NOTE 5 – INCOME (LOSS) PER SHARE
9
HOMELAND RESOURCES LTD.NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTSJANUARY 31, 2014ORGANIZATION
NOTE 6 – OIL AND GAS PROPERTIES
| January 31, 2014 | July 31, 2013 | ||||||
| Oil and Gas Properties | |||||||
| Washita Bend 3D Exploration Project | $ | 598,014 | $ | 579,818 | |||
| 2010-1 Drilling Program | 39,163 | 39,163 | |||||
| Total Oil and Gas Properties - unproved | 637,177 | 618,981 | |||||
| Oil and Gas Properties - proved | 290,841 | 344,297 | |||||
| Asset Retirement Cost | 3,661 | 3,191 | |||||
| Less: accumulated depletion and impairment | (108,096 | ) | (140,647 | ) | |||
| Total | $ | 823,583 | $ | 825,822 |
10
HOMELAND RESOURCES LTD.NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTSJANUARY 31, 2014
NOTE 7 – NOTES PAYABLE
| January 31, 2014 | July 31, 2013 | ||||||
| Radium Ventures 6.5% (A) | $ | 55,000 | $ | 55,000 | |||
| Radium Ventures 6.5% (B) | 50,000 | 50,000 | |||||
| Radium Ventures 7.5% (C) | 604,709 | 604,709 | |||||
| Radium Ventures 6.5% demand loans (D) | 146,000 | 71,000 | |||||
| Demand loans (E) | 15,000 | - | |||||
| Total | $ | 870,709 | $ | 780,709 |
11
HOMELAND RESOURCES LTD.NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTSJANUARY 31, 2014
NOTE 8 –STOCKHOLDERS’ (DEFICIT)
|
NOTE 9 – COMMITMENTS AND CONTINGENCIES
NOTE 10 – RELATED PARTY TRANSACTIONS
NOTE 11 – SUBSEQUENT EVENTS
12
HOMELAND RESOURCES LTD.NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTSJANUARY 31, 2014
NOTE 12 - RESTATEMENT
| As Reported | Adjustments | As Corrected | ||||||||
| Total Assets | $ | 1,031,058 | $ | (68,527 | ) | $ | 962,531 | |||
| Total Liabilities | $ | 1,385,864 | $ | - | $ | 1,385,864 | ||||
| Total Shareholders (Deficit) | $ | (354,806 | ) | $ | (68,527 | ) | $ | (423,333 | ) |
| Three Months Ended | Six Months Ended | |||||||
| Net Income As Reported | $ | 101,047 | $ | 28,778 | ||||
| Adjustments: | ||||||||
| Previously reported Depreciation, depletion and accretion | $ | 20,532 | $ | 38,702 | ||||
| Corrected amount of Depreciation, depletion and accretion | (14,952 | ) | (33,122 | ) | ||||
| Previously reported Gain on conveyance of interest in oil and gas properties | (147,978 | ) | (147,978 | ) | ||||
| Corrected amount of Gain on conveyance of interest in oil and gas properties | 73,871 | 73,871 | ||||||
| Total adjustment | (68,527 | ) | (68,527 | ) | ||||
| Corrected net income (loss) | $ | 32,520 | $ | (39,749 | ) | |||
| Income per share as initially reported | $ | 0.00 | $ | 0.00 | ||||
| Corrected income (loss) per share | $ | 0.00 | $ | (0.00 | ) | |||
| Variance | $ | 0.00 | $ | (0.00 | ) | |||
| Income per share as initially reported (as restated for September 30, 2014 5-to-1 reverse stock split) | $ | 0.01 | $ | 0.00 | ||||
| Corrected income (loss) per share (as restated for September 30, 2014 5-to-1 reverse stock split) | $ | 0.00 | $ | (0.00 | ) | |||
| Variance (as restated for September 30, 2014 5-to-1 reverse stock split) | $ | (0.01 | ) | $ | (0.00 | ) |
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Our original business plan was to proceed withincorporated under the explorationlaws of the Home Ranch ProspectState 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 determine whether there were commercially exploitable reserves of minerals located on the property comprising such mineral claims. In fiscal 2010, we determined that our ability to explore for minerals on these claims had become economically non-feasible and we therefore suspended our activities on the Home Ranch Prospect indefinitely in order to focus on our oil and gas interests. We did not conduct any operations or exploration activities on the Home Ranch Prospect during the six month period ended January 31, 2014. At the time of this report, we do not know when or if we will proceed with the Home Ranch Prospect.
In April 2010, we acquiredacquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties locatedin Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma as further described below. Our presentand New Mexico. The Company previously had leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. During the year ended July 31, 2023, the Company reached an agreement with the Company’s prior CEO to distribute the oil leases in payment of loan from shareholder.
On June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.”
The Company’s business plan includes completing a mainstream social site “Goccha!” to compete with mainstream social networks and benefit from potential disruption to the market caused by the Federal government planned ban on TikTok, develop additional social networks targeting niche vertical markets, the development of operation is to continue to investa FOMO healthy energy drink under notice of allowance for trademark by the USPTO, the launch of its ERC20 EVEREST crypto token, and developing and funding telehealth platform businesses.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in oil and gas properties.
Oil and Gas Properties
“Bbl” is defined herein to mean one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.
“Mcf” is defined herein to mean one thousand cubic feet of natural gas at standard atmospheric conditions.
Washita Bend 3D Exploration Project
In April 2010, we acquired a 5% working interestaccordance with accounting principles generally accepted in the Washita Bend 3D Exploration Project for a total buy-in costUnited States of $46,250. The project initially providedAmerica (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the acquisition of approximately 135 miles of 3D seismic data to identify drillable prospects in a study area comprising 119,680 acres in Oklahoma. The Washita prospect area is located in Cleveland, Garvin, McCain and Pottawatomie Counties, Oklahoma. On May 14, 2013, drilling commencedfiscal year ended July 31, 2023.
In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the first of an anticipated 8-well Phase-I exploration program. Ofsame basis as the first six wells drilled in connection with this Phase-I exploration program five have been deemed to be non-economic. As perannual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the termsfair statement of the initial purchase agreement, we will participate in all eight wells to be drilled in the Phase-I exploration program.
As a componentCompany’s financial position as of the initial Washita Bend purchase agreement, we acquired from the seller a 5% carried working interest to casing point in the first eight wells drilled on this prospect area. We have committed to participate in the drilling of the initial eight wells in the Phase-1 exploration program. Should we fail to participate in the drilling of any of the Phase-1 wells, we are subject to forfeit our right to our share of seismic data gathered.
2010–1 Drilling Program
In April 2010, we acquired a 5% working interest in the 2010-1 Drilling Program located in Garvin County, Oklahoma for total buy-in costs of $39,163. Of the four wells in which we participated related to this program three wells went on production.
On December 3, 2013 we conveyed our interest in the Miss Jenny #1-8 to the operator of the well, for total consideration of $200,000. We received $141,505 in cash and a credit of $58,495 against accrued Joint Interest billing costs owed to the operator. We have recorded a gain in connection with this conveyance in the amount of $73,871.
Loans
On August 12, 2013 and September 6, 2013, we borrowed $45,000 and $30,000, respectively, from Radium Ventures Corp. The borrowings are two year demand notes and accrue interest at 6.5% annually. On October 10,
14
2013 and October 21, 2013, we borrowed $7,500 and $7,500, respectively, from two lenders - $7,500 from our Chief Financial Officer, Paul D. Maniscalco, and $7,500 from an individual shareholder, in order to pay expenditures relating to our share of the drilling programs. The short term notes bear interest at 15%, and principal and interest are due and payable in six equal installments commencing on February 1, 2014. The notes are convertible into shares of our common stock at $.02 per share (a) at the election of the noteholders, (b) at any time after maturity, or (c) upon the event of default. In connection with this embedded conversion feature we have recorded a charge of $15,000 to interest expense during the quarter ended October 31, 2013. Subsequent to January 31, 2014 these notes matured2024 and are past due.
Resultsthe results of Operations
Threeoperations and cash flows for the three and six months ended January 31, 2014 compared2024 and 2023. The results of operations for the three and six months ended January 31, 2024 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
Consolidation
The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, Everest Networks, Inc. (formerly KANAB CORP). All material intercompany transactions and accounts have been eliminated in the consolidation.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
The Company has recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
The Company recognizes derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of January 31, 2024:
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Investments | 63,000 | 63,000 | - | - | ||||||||||||
| Total assets measured at fair value | 63,000 | 63,000 | - | - | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | 263,822 | - | - | 263,822 | ||||||||||||
| Total liabilities measured at fair value | 263,822 | 263,822 | ||||||||||||||
Assets and liabilities measured at fair value are as follows as of July 31, 2023:
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets | ||||||||||||||||
| Investments | 21,000 | 21,000 | - | - | ||||||||||||
| Total assets measured at fair value | 21,000 | 21,000 | - | - | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | 680,946 | - | - | 680,946 | ||||||||||||
| Total liabilities measured at fair value | 680,946 | 680,946 | ||||||||||||||
During the three and six months ended January 31, 2024 and 2023, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.
Income Taxes
On January 31, 2024, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2023 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors, and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions.
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
Crude Oil and Natural Gas Properties
During the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties. The interest was sold on or around November 8, 2022.
Revenue Recognition
The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
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 Goccha! (formerly Kanab.Club) website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.
Goodwill and Other Acquired Intangible Assets
The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter.
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of January 31, 2024 and July 31, 2023, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
Note 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $9,101,618 as of January 31, 2024. The Company also had negative working capital of $690,612 on January 31, 2024 and had operating losses of $359,371 and $163,053 for the six months ended January 31, 2024 and 2023, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and loans from third parties.
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
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 EVEREST NETWORKS, INC. (formerly KANAB CORP.)
On July 31, 2021, the Company acquired 100% interest in Everest Networks, Inc. (formerly KANAB CORP.), an information services company that operated a website Kanab.Club. In 2024, the Company began repurposing the site for mainstream social media under the brand “Goccha!”..
As consideration for the purchase, the Company 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 accounted for the acquisition as an acquisition under common control, recorded at cost. The historical value of the development costs at acquisition for the website design was $11,500.
The following summarizes the acquired intangible assets:
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS
| January 31, | July 31, | |||||||
| 2024 | 2023 | |||||||
| Intangible assets | $ | 30,300 | $ | 23,800 | ||||
| Accumulated amortization | (11,781 | ) | (9,149 | ) | ||||
| Intangible assets- net | $ | 18,519 | $ | 14,651 | ||||
Note 5 - INVESTMENTS
On June 12, 2023, the Company purchased common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At January 31, 2024 and July 31, 2023, the value of the investment in PTOP was $63,000 and $21,000, respectively.
Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES
On June 28, 2021, the Company received a loan of $25,000, subsequently amended to a credit line of $100,000, from FOMO WORLWIDE, INC. (“FOMO”), a related party. At October 31, 2023 and 2022, the loan balance was $45,319 and $38,290, respectively . The convertible note for FOMO WORLDWIDE, INC. converts at a price of 30% of the average of the two lowest trading prices for the twenty (20) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. The convertible note was originally due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 and FOMO waived all default provisions under section 8 (a) through (n). All other provisions of the loan remain in effect. During the six months ended January 31, 2024, FOMO WORLDWIDE, INC. converted $38,028 of a loan and $20,087 in accrued interest to us into of our Series B Preferred shares.
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
On May 10, 2023, the Company sold 100% of Everest Networks, Inc. (formerly KANAB CORP) from Himalaya for partial forgiveness of $17,017 loaned to the business on June 28, 2021 and as amended on November 9, 2021 and September 1, 2022. The transaction was subsequently unwound on June 15, 2023 thereby returning 100% of Everest Networks, Inc. (formerly KANAB CORP) to the Company. The loan reduction remained, and the Company issued Series B Preferred stock for the return of Everest Networks, Inc. (formerly KANAB CORP).
Note 7 - CONVERTIBLE NOTE PAYABLES
The Company had convertible note payables with two third parties with stated interest rates ranging between 10% and 12% and 22% default interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying financial statements. As of January 31, 2024 and July 31, 2023, the Company had the following third-party convertible notes outstanding:
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING
| Lender | Origination | Maturity | January 31, 2024 | July 31, 2023 | Interest | |||||||||||
| GS Capital Partners LLC | 6/29/21 | 6/29/22 | $ | 151,500 | $ | 145,500 | 24 | % | ||||||||
| 1800 Diagonal Lending LLC | 8/15/22 | 8/15/23 | - | 16,700 | 8 | % | ||||||||||
| 1800 Diagonal Lending LLC | 8/15/22 | 8/15/23 | 31,500 | - | 9 | % | ||||||||||
| 177,000 | 162,200 | |||||||||||||||
| Unamortized discount | (23,629 | ) | - | |||||||||||||
| $ | 153,371 | $ | 162,200 | |||||||||||||
The convertible note for GS Capital Partners LLC converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At January 31, 2024, the note theoretically would convert into common shares.
On August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $39,250, due on August 15, 2023 and bearing interest at 8%. The convertible note is convertible at 61% multiplied by the lowest trading price for the common stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date. At January 31, 2024, the note was entirely converted to common stock.
On November 1, 2023, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $31,500, due on August 15, 2024 and bearing interest at 9%. The convertible note is convertible at 61% multiplied by the lowest trading price for the common stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date. At January 31, 2024, the note theoretically would convert into common shares.
During the six months ended January 31, 2024, third-party lenders converted $18,720 of principal and interest into shares of common stock.
The variables used for the Binomial model are as listed below:
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL
| January 31,2024 | July 31, 2023 | |||
| ● | Volatility: 333% - 347% | Volatility: 333% | ||
| ● | Risk free rate of return: 5.40% | Risk free rate of return: 5.40% | ||
| ● | Expected term: 1 year | Expected term: 1 year |
Note 8 – INCOME TAXES
The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2023 and 2022 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.
Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on October 31, and July 31, 2023 will not be fully realizable.
Note 9 – STOCKHOLDERS ‘EQUITY
Common Stock
During the six months ended January 31, 2024, third-party lenders converted $18,720 of principal and interest into shares of common stock.
During the six months ended January 31, 2024, the Company issued shares of common stock to the Company’s CEO for the conversion of accrued compensation of $.
During the six months ended January 31, 2024, the Company issued shares of common stock to acquire the trademark to FOMO Beverage, valued at $4,134.
During the six months ended January 31, 2024, the Company issued shares of common stock to in private placements for proceeds of $36,000.
Preferred Stock
The preferred shares are in three classes:
| ● | Class A shares which, authorized are convertible into shares of common shares for each share, these shares have voting rights of 1 vote per share. At January 31, 2024 and July 31, 2023, there were and shares issued and outstanding which equates into and votes, respectively. | |
| ● | Class B shares, authorized, which are convertible into shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At January 31, 2024 and July 31, 2023, there were and shares issued and outstanding which equates into and votes, respectively. |
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
| ● | Class C shares, authorized, which are convertible into share of common shares for each share. These shares have voting rights of 100,000 votes per share. At January 31, 2024 and July 31, 2023, there were shares outstanding which equates into votes. These shares represent the controlling votes of the Company. These shares are all issued to the Company CEO. There are shares of preferred shares authorized that have not been assigned a class at this time for future requirements. |
During the six months ended January 31, 2024, the Company issued shares of Class A Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $.
During the six months ended January 31, 2024, the Company issued shares of Class B Preferred Stock to the Company’s CEO for the conversion of accrued compensation of $.
During the six months ended January 31, 2024, FOMO WORLDWIDE, INC. converted $38,028 of a loan and $20,087 in accrued interest to us into of our Series B Preferred shares.
Warrants
On June 22, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO WORLDWIDE, INC. pka FOMO CORP. as a deposit for the purchase of KANAB CORP. The warrants were canceled and reissued during the year ended July 31, 2023 and exercised by FOMO CORP. for 10,000,000 Series A Preferred shares.
On June 29, 2021, the Company issued 15,000,000 warrants to GS Capital Group as part of the convertible debenture financing to fund operations. These warrants have a three-year expiration and a strike price of $0.01
On June 28, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO Advisors LLC for future advisory services. The warrants were exercised during the year ended July 31, 2023 by FOMO CORP. for 10,000,000 Series A Preferred shares.
These FOMO Advisors LLC warrants were valued at $450,000 and are being recognized over the life of the agreement.
During the three months ended October 31, 2023, the Company was notified that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized expense relating to these warrants and the warrants were assigned to FOMO WORLDWIDE, INC. pka FOMO CORP.
During the quarter ended April 30, 2023, FOMO Advisors, LLC exercised 100,000,000 warrants to purchase two million (2,000,000) Series A Preferred shares of the Company which convert 1-50 into common stock and vote on an as converted basis. For the purchase, FOMO used $10,000 consideration of its credit line made available to us since June 2021.During the three months ended October 31, 2023, the Company was notified by the Secretary of State of Wyoming that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized expense relating to these warrants.
On January 22, 2024, the Company appointed Ron Zilkowski, CPA, MBA to its Advisory Board. The Company issued Mr. Zilkowski 20,000,000 million warrants with a three-year expiration as compensation for his services.The warrants were valued at $25,944, and unrecognized at January 31, 2024.
On January 23, 2024, the Company appointed Debbie Wildrick to its Advisory Board to guide and consult on the launch of health energy drink under the “FOMO” brand. The Company issued Ms. Wildrick 20,000,000 million warrants with a three-year expiration as compensation for his services.The warrants were valued at $27,942, and unrecognized at January 31, 2024.
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.
SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS
| Volatility | 465 | % | ||
| Expected life | 3-5 years | |||
| Risk free rate | 3% - 5.4 | % | ||
| Dividend yield | 0 | % |
The following table sets forth common share purchase warrants outstanding as of January 31, 2024 and July 31, 2023:
SCHEDULE OF PURCHASE WARRANTS OUTSTANDING
| Weighted Average | Intrinsic | |||||||||||
| Warrants | Exercise Price | Value | ||||||||||
| Outstanding, July 31, 2022 | 65,000,000 | 0.0024 | 105,000 | |||||||||
| Warrants granted | - | - | - | |||||||||
| Warrants exercised | (50,000,000 | ) | - | - | ||||||||
| Warrants forfeited | - | - | - | |||||||||
| Outstanding, July 31, 2023 | 15,000,000 | 0.01 | - | |||||||||
| Warrants granted | 40,000,000 | 0.01 | - | |||||||||
| Warrants exercised | - | - | - | |||||||||
| Warrants forfeited | - | - | - | |||||||||
| Outstanding, January 31, 2024 | 55,000,000 | $ | 0.01 | $ | - | |||||||
Note 10 – COMMITMENTS AND CONTINGENCIES
On August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $10,000 per month, broken down as $2,500 cash $ stock if the Company is not SEC current, and $5,000 cash $ stock when brought SEC current. Mr. Grover can elect to take the entire amount in Series B Preferred shares priced off the 20-day moving average closing bid price of HMLA common stock (1-1000 ratio) upon written notice at any time.
During the three months ended October 31, 2023, the Company accrued $ in compensation expense under this agreement and converted $30,000 in accrued compensation into shares of Class A preferred stock.
During the six months ended January 31, 2024, the Company accrued $ in compensation expense under this agreement and converted $50,000 in accrued compensation into shares of Class B preferred stock and shares of common stock.
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Himalaya Technologies, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024 AND 2023
(UNAUDITED)
On January 24, 2024, the Company, along with FOMO WORLDWIDE, INC. signed a six month lease for $5,625.
Note 11 – SUBSEQUENT EVENTS
On February 12, 2024, we appointed Charles Nahabedian to our Advisory Board to guide and consult on our launch of telehealth products and services including smart kiosks and smart chairs. Mr. Nahabedian has spent over 55 years in the telecommunications industry, mostly with Fortune 100 companies, where he developed and managed the realization of innovative systems and services both in international and domestic markets. The Advisory Board Agreement includes w20,000,000 warrants with a strike price and three-year expiration.
On February 10, 2024, we offered to invest in a developer and provider of artificial intelligence (“AI”)-based early cancer detection technology and services utilizing several dozen unique tests for lung cancer, breast cancer, and other cancerous diseases. We have offered a minority ownership position of our equity capitalization to the Target in exchange for an exclusive license to resell testing services to the smart kiosk and smart chair markets in the telehealth, emergency medical clinic, K12, college and university, nursing home, retirement community, municipal government, big box, and grocery store markets. Additionally, we are negotiating an option to buy 5% of the Target’s business at an approximate €500 million valuation (subject to potential adjustments on a lower round) in order to spin-out/spin-off the Company to our shareholders, subject to regulatory and legal review, and align our Companies’ strategic interests.
On February 11, 2024, we offered to exchange a minority ownership of our equity capitalization for a like stake in a manufacturer of patented smart kiosks and smart chairs designed for the telehealth, emergency medical clinic, K12, college and university, nursing home, retirement community, municipal government, big box, and grocery store markets. Additionally, we are negotiating a dealer, reseller, or master agent agreement to directly offer the products along with AI-driven disease detection services. Subject to regulatory and legal review, we intend to spin-out/spin-off the Target to our shareholders or merge with the Target to align our Companies’ strategic interests.
On March 10, 2024, we partnered with Renovi Recovery SRL (“Renovi!”), a real estate development Company based in Santo Domingo, Dominican Republic (“DR”), to finance the development of a medical tourism resort in the #1 tourist destination in the Caribbean, the Dominican Republic. For this work, we will be paid finder fees, stock options, and shares in Renovi! We are also exploring merging some or all of the project into our Company. Additionally, the Company has appointed Renovi!’s CEO, David Burns, Ph.D., to its Advisory Board to guide its entry into this multi-billion dollar market, assist on mergers and acquisitions including a potential combination of Renovi! with Himalaya, and provide management consulting. The Advisory Board Agreement includes 20,000,000 warrants with a strike price and three-year expiration.
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Item 2. Management’s Discussion and Analysis or Plan of Operation
This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Plan of Operations
Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (“Himalaya”, “HMLA,” “us,” “we,” the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company had leases on two properties that were fully depleted prior to July 31, 2019. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2022 the Company reached an agreement with the prior CEO to distribute the oil leases in payment of loan from shareholder.
The Company’s business plan includes completing a mainstream social site “Goccha!” to compete with mainstream social networks and benefit from potential disruption to the market caused by the Federal government planned ban on TikTok, develop additional social networks targeting niche vertical markets, the development of a FOMO healthy energy drink under notice of allowance for trademark by the USPTO, the launch of its ERC20 EVEREST crypto token, and developing and funding telehealth platform businesses.
At January 31, 2024, the Company had one wholly owned subsidiary, Everest Networks, Inc. (formerly KANAB CORP). and a second majority-owned subsidiary K2 Leisure, LLC (75%). The Company had one investment, Peer to Peer Network, Inc. (PTOP).
Everest Networks, Inc. (formerly KANAB CORP) is a development stage company previous targeting information services for the cannabis industry using its social site Kanab.Club (https://kanab.club/). We have decided to reskin the site for mainstream social media under the brand “Goccha!” and withdraw from the cannabis information market.
K2 Leisure, LLC, formed on or around January 22, 2024, is a development stage company designing and developing fashion leisure products under the FOMO brand name and other. It is 75% owned by our corporation and 25% owned by Eva Dixon dba I Do Designs by Eva,
On November 28, 2021 we executed a 19.9% stock purchase with GenBio, Inc. (“GenBio”; https://www.genbioinc.com/) a provider of nutraceutical products and services based on proprietary biotechnology that fight inflammation and high blood pressure. We issued 99,686 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. Based on a stock price at closing of .0019 and 99,685,794 common stock equivalents, this valued the investment at $189,749. On May 16, 2023, we unwound our investment in GenBio, and subsequently received back 99,686 series B Preferred shares of stock.
On January 1, 2022, the Company executed a 19.9% stock purchase with The Agrarian Group LLC (“TAG”; http://www.theagrariangroup.com/), a provider of digital intelligence “AgtechDi” software designed from its granted patents to optimize the food supply chain by increasing food safety and profitability for growers who operate vertical farms, greenhouses, converted shipping containers, and other forms of controlled environment agriculture. TAG is focusing its technology on the broad produce market, but in the future may offer it to cannabis cultivators. TAG is a software platform and will never touch the cannabis plant, eliminating regulatory risk, in our view. Under the Investment Agreement, we issued TAG 99,686 Series B Preferred shares in exchange for 1,242,000 Class A Membership units of TAG. Based on a stock price at closing of .0012 and 99,868,000 common stock equivalents, this values the investment at $119,841. On April 3, 2023, we unwound our investment in TAG, and received back 99,686 series B Preferred shares of stock.
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On June 12, 2023, we purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing FOMO WORLDWIDE, INC. 1,680,000 of our Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At January 31, 2024 and July 31, 2023, the value of the investment in PTOP was $63,000 and $21,000, respectively.
Our business plan included completing our social site Goccha! targeting health and wellness, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing our planned social sites including Goccha.net and Yinzworldwide.com.
The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share, (ii) 5,962,179 shares of the Company’s Series A Preferred Stock directly (61.8% of that class’s outstanding shares) and 6,680,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (38.2%) which have 50 votes per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.0% of that class’s outstanding shares) and 352,801 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (44.2%) which have 1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.
Costs and Resources
Himalaya Technologies, Inc. is currently pursuing additional funding resources that will potentially enable it to maintain its current and planned operations through the next 12 months. The Company anticipates that it will need to raise additional capital in order to sustain and grow its operations over the next few years. To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. As of January 31, 2024, the Company had no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.
The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram P. Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share, (ii) 5,962,179 shares of the Company’s Series A Preferred Stock directly (61.8% of that class’s outstanding shares) and 6,680,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (38.2%) which have 50 votes per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.0% of that class’s outstanding shares) and 352,801 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (44.2%) which have 1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.
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Results of Operation for the Three Months Ended January 31, 2024 and 2023
Revenues. During the three months ended January 31, 2013.2024 and 2023, the Company had no revenues.
RevenuesCost of Revenues. - We recognized $28,658 in revenues during During the three months ended January 31, 2014, compared with $45,1572024 and 2023, the Company had no cost of revenues.
Operating Expenses. During the three months ended January 31, 2024, the Company incurred operating expenses of $63,451 consisting primarily of stock based compensation and compensation expense. During the three months ended January 31, 2023, the Company incurred operating expenses of $359,371 consisting primarily of stock based compensation and compensation expense.
Other Income (Expenses). During the three months ended January 31, 2024, the Company recognized other expenses of $299,403 consisting of interest expense, derivative liability gains and investment gains and other income. During the three months ended January 31, 2023, the Company incurred other expenses of $147,613 consisting of interest expense, derivative liability gains, and other income.
Net Losses. As a result of the above, the Company recognized a net loss of $362,854, for the three months ended January 31, 2013. The decrease in revenue recognized2024, as compared to a net loss of $16,499 or 37% relates to the sale of our interests in the Miss-Jenny 1H, with an effective date of November 1, 2013, offset slightly by the addition of one well in our Phase-I drilling program coming on production. Other decreases in production volume result from natural decline curves in the wells in which we have ownership interests.
Expenses - During$228,949 for the three months ended January 31, 2014, we incurred operating expenses2023.
Results of $53,898 as compared to $145,807 duringOperation for the three months endedSix Months Ended January 31, 2013, resulting in a decrease of $91,909 or 63%. The increase in direct costs is primarily attributable to the following:
Decreases in operating expenses were offset slightly by an increase in depreciation, depletion and accretion (“DD&A”) expense to $14,952 as compared to $6,589 in the corresponding prior period. The increase in DD&A resulted primarily from increases in our depletion rate resultant from negative adjustments to the pool of capitalized costs incurred in connection with the conveyance of the interests in one of our producing wells partially offset with decreases in our recoverable reserves related to the conveyance.2023
Other expenses - We incurred $16,111 in other expenses during the three months ended January 31, 2014 as compared to $17,441 during the three months ended January 31, 2013. Charges to other expense relate to interest expense related to our loans and the amortization of deferred financing costs. Outstanding balances on our loans have increased when compared to the prior period, while deferred financing fees have been fully amortized as of the current period resulting in decreased amortization expense.
Other incomeRevenues. - We conveyed our interests in the Miss Jenny #1-8 well during the three months ended January 31, 2014. The sale of this interest resulted in the Company recognizing a gain on the conveyance of $73,871.
Six months ended January 31, 2014 compared toDuring the six months ended January 31, 2013.2024 and 2023, the Company had no revenues.
RevenuesCost of Revenues. - We recognized $59,916 in revenues during During the six months ended January 31, 2014, compared with $56,1402024 and 2023, the Company had no cost of revenues.
Operating Expenses. During the six months ended January 31, 2024, the Company incurred operating expenses of $359,371 consisting primarily of non-cash stock based compensation of $260,384 and compensation accrued expense of. $60,000. During the six months ended January 31, 2023, the Company incurred operating expenses of $163,053 consisting primarily of stock based compensation and compensation expense.
Other Income (Expenses). During the six months ended January 31, 2024, the Company recognized other expenses of $104,996 consisting of interest expense, derivative liability gains and investment gains and other income. During the six months ended January 31, 2023, the Company incurred other expenses of $249,239 consisting of interest expense, derivative liability gains, and other income.
Net Losses. As a result of the above, the Company recognized a net loss of $464,367, for the six months ended January 31, 2013. The increase in revenue recognized2024, as compared to a net loss of $3,776 or 7% relates to increased production volumes over$412,292 for the six month period. Overall increases inthree months ended January 31, 2023.
Liquidity and Capital Resources
We have incurred losses since the production volumes relate to statutory limits place on production ininception of our business and as of January 31, 2024 we had an accumulated deficit of $9,107,967. As of January 31, 2024, the prior period.Company had cash balance of $5,107 and negative working capital of $688,861.
To date, we have funded our operations through short-term debt and equity financing. During the six months ended January 31, 2014 these production limits were lifted however effective November 1, 20132024, the Company received $871 in related party lending and $31,500 in third party lending. Additionally, we soldreceived gross proceeds of $36,000 through the sale of 36,000,000 common shares to an accredited investor under our interest in the Miss Jenny #1-8. An additional well came on production in December 2013.qualified Tier 2 Regulation A offering.
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Expenses - During the six months ended January 31, 2014, we incurred operatingWe expect our expenses of $127,080 as comparedwill continue to $208,056increase during the six months ended January 31, 2013, resulting inforeseeable future as a decreaseresult of $80,976 or 39%. The increase in direct costs is primarily attributable toincreased operational expenses and the following:
Decreases in operating expenses were offset slightly by lease operating expenses of $3,702 as compared to $9,573 in the corresponding prior period, and depreciation, depletion accretion and amortization expense of $33,122 as compared to $8,521 in the corresponding prior period. The increase in DD&A resulted primarily from increases in our depletion rate resultant from negative adjustments to the pool of capitalized costs incurred in connection with the conveyance of the interests in onedevelopment of our producing wells partially offset with decreases inautomobile business. However, we do not expect to start generating revenues from our recoverable reserves related to the conveyance.
Other expenses – We incurred $46,456 in other expenses during the six months ended January 31, 2014 as compared to $34,882 during the six months ended January 31, 2013 resulting in an increase of $11,574 or 33%. The increase in other expenses is attributable to increased interest expense related to increases in our notes payable balances during the current period versus the comparable prior period. Increased interest expense was offset slightly by decreased amortization of deferred financing fees.
Other income - We conveyed our interests in the Miss Jenny-#1-8 well during the six months ended January 31, 2014. The conveyance of this interest resulted in the Company recognizing a gainoperations for another 12 months. Consequently, we are dependent on the conveyance of $73,871.
Liquidityproceeds from future debt or equity investments to sustain our operations and Capital Resources
As of January 31, 2014,implement our business plan. If we had cash of $114,947 comparedare unable to cash of $5,989 as of July 31, 2013. Our workingraise sufficient capital, deficit at January 31, 2014 was $1,242,766, compared to $1,220,532 as of July 31, 2013. The increase in our working capital deficit relates to increased cash balances offset by cash used in operations, coupled with increases in accounts payable and accrued liabilities and increases in accounts payable due to related parties offset by increases in prepaid expenses.
We anticipate that we will be required to make additional expenditures relating todelay or forego some portion of our share of continuing drilling programs during the remainder of the fiscal year 2014. As of January 31, 2014, our cash balance was $114,947, and such cash will not be sufficient to meet our requirements under our existing agreements. The ability to drawbusiness plan, which would have a material adverse effect on our loan facility with Radium expired on December 31, 2011. $649,709 of the total amount drawn on our credit facility which were due 36 monthsanticipated results from initial funding are past due. Two short term loans totaling $15,000 have maturedoperations and are past due. Although we are in negotiations with Radium to extend our credit instruments and despite the fact that the lender has advanced us additional funds, therefinancial condition. There is no assurance that we will reach such an agreement before we are requiredbe able to make any expenditures in excessobtain necessary amounts of what we hold in cash. If we exhaust alladditional capital or that our cash, are unable to timely arrange for new financing, and do not pay our share of potential drilling program costs, we will be in defaultestimates of our agreements with the operator of our properties. In such event of default, we may incur significant liabilities, and potentially forfeit our rightscapital requirements will prove to our acquired interests. The conveyancebe accurate. As of the interests in one of our producing wells with an effective date of November 1, 2013 may place additional constraints on our cash.
Cash Flows
| Six Months Ended January 31, | ||||||
| 2014 | 2013 | |||||
| Net cash provided by (used) in operating activities | $ | 8,964 | $ | (87,082 | ) | |
| Net cash provided by (used) in investing activities | $ | 9,994 | $ | (11,336 | ) | |
| Net cash provided by financing activities | $ | 90,000 | $ | -- | ||
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Net Cash Provided by (Used) in Operating Activities. The changes in net cash provided by (used) in operating activities are attributable to our net income adjusted for non-cash charges as presented in the consolidated statements of cash flows and changes in working capital as discussed above.
Net Cash Provided by (Used) in Investing Activities. Net cash provided by investing activities for the six months ended January 31, 2014 was $9,994 as compared to cash used of $(11,336) for the six months ended January 31, 2013. The increase in net cash provided by investing activities relates to the conveyance of interests in oil and gas properties for whichthis Report we received net proceeds of $141,505 offset by investments in oil and gas properties of $(131,511) as compared to the corresponding prior period wherein we invested $(11,336) in oil and gas properties.
Net Cash Provided by Financing Activities. We received $90,000 in cash from financing activities for the six months ended January 31, 2014 as compared to $nil in the corresponding prior period. Borrowings during the current period were comprised of $75,000 in short term borrowings from Radium Ventures and short term borrowings of $7,500 from our Chief Financial Officer and $7,500 from an individual shareholder.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangementscommitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may be unavailable in the amounts or the times when we require.
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Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.
Delinquent Loans
Our third-party loan of $145,500 from GS Capital Partners funded in June 2021 is currently in default, though we have not been given a notice of such by the lender and are in negotiations to satisfy the obligation amicably. Given recent decisions by the New York Supreme Court deeming variable convertible loans as of January 31, 2014.
Going Concern
In its report prepared in connection with our fiscal year 2013 financial statements, our independent registered public accounting firm included an explanatory paragraph stating that, because we had an accumulated deficit of $593,754usurious if discounts applied to shares are greater than 25%, and a working capital deficitMarch 1, 2024 SEC decree deeming sales of $1,220,532 at July 31, 2013, there was substantial doubt about our ability to continuesuch shares as a going concern. At January 31, 2014, our accumulated deficit was $633,503, our stockholder’s deficit amounted to $423,333, and our working capital deficit was $1,242,766. Our continued existence will depend in large part upon our ability to raise sufficient additional capital adequate to fund our participation in drilling and seismic programs through debt and or equity offerings. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Forward Looking Statements
Certain statements in this Quarterly Report on Form 10-Q,violations as well as statements made by us in periodic press releases and oral statements made by our officials to analysts and shareholders in the course of presentations about the Company, constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Such factors include, among other things: (1) the prices of oil and gas; (2) general economic and business conditions; (3) interest rate changes; (4) the relative stability of the debt and equity markets; (5) government regulations particularly those related to the natural resources industries; (6) required accounting changes; (7) disputes or claims regarding our property interests; and (8) other factors over whichthey make such lenders unregistered dealers, we have little orasked GS Capital Partners to restructure the note in order to align their interests with all stakeholders. There are no control.assurances we will be successful in such negotiations and may seek legal remedies if we reach an impasse.
Off-balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk
Not
As a “small reporting company” we are not required for smaller reporting companies.to provide this information under this item pursuant to Regulation S-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rule 15d-15(e) under
As of the Securities Exchange Actend of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosedthe period covered by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include,
17
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our Management includingthis report on Form 10-Q, our President and our Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Rule 15d-15 under the Exchange Act requires us to carry outperformed an evaluation of the effectiveness of and the design and operation of our disclosure controls and procedures as of July 31, 2013, beingdefined in Rule 13a-15(e) or Rule 15d-15(e) under the date ofExchange Act. Based on that evaluation, our most recently completed fiscal year end. This evaluation was conducted by President and Chief Financial Officer. Based on this evaluation we haveOfficer concluded that as of the design and operationend of the period covered by this report on Form 10-Q, our disclosure controls and procedures are not effective since the following significant deficiency:
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as definedmaterial information relating to Himalaya Technologies, Inc. required to be included in Rule 15d-15(f) under theour Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Act filings.
Our President and Chief Financial Officer have assessed the effectiveness of our internal controls over financial reporting as of January 31, 2014. In making this assessment, the criteria established
Changes in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992 version).
In conducting the evaluation, Our President and Chief Financial Officer considered advice from our Independent Registered Public Accounting Firm, StarkSchenkein, LLP (“StarkSchenkein”). StarkSchenkein indicates that there may be significant deficiencies in our internal controls over financial reporting. Specifically, a material weakness related to aspects of accounting for the conveyance of oil and gas interests in accordance with SEC requirements as of January 31, 2014, and the following potential deficiency has been noted:
In conducting the evaluation, Our President and Chief Financial Officer considered advice from our Independent Registered Public Accounting Firm, StarkSchenkein, LLP (“StarkSchenkein”). StarkSchenkein indicates that there may be significant deficiencies in our internal controls over financial reporting. Specifically, a material weakness related to aspects of accounting for the conveyance of oil and gas interests in accordance with SEC requirements as of January 31, 2014, and the following potential deficiency has been noted:
As a result of this deficiency in our internal controls, Our President and Chief Financial Officer concluded further that the design and operation of our disclosure controls and procedures may not be effective and that our internal control over financial reporting was not effective. Our Executive Officers also considered various mitigating factors in making this determination. Officers also noted that we are still evaluating and implementing changes in our internal controls in response to the requirements of Sarbanes Oxley §404. During fiscal year ending July 31, 2014, we will attempt to implement appropriate changes as they are identified, including changes to remediate the significant deficiencies in our internal controls. There can be no guarantee that we will be successful in making these changes as they may be considered cost prohibitive.
Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of our internal controls during our last fiscal quarter, our Chief Financial Officer and President
There have concluded that there werebeen no material changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal quarter ended January 31, 2014April 30, 2023 that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.reporting
In conjunction with the matter described above, management has re-evaluated its previously provided assessments as of January 31, 2014, regarding the effectiveness of the Company’s disclosure controls and procedures and determined that as of the period, the disclosure controls and procedures were properly designed to detect a material misstatement of its financial statements from occurring in the future. However, due to a misinterpretation of the accounting standard the methodology initially utilized to arrive at the fair value applied to the Interests sold was
18
inappropriately applied at the time the transaction was initially recorded, the filings and disclosures made on the financial statements for the period ended January 31, 2014, the disclosure control was ineffective.
PART II -— OTHER INFORMATION
Item 1. Legal ProceedingsProceedings.
None.
We have been named in a business lawsuit by Swift Funding Source Inc. seeking monies owed, fees and penalties of $149,837.85 in the State of New York. We did not receive any funds from this third party provider of cash advances and have approached the claimant to amicably resolve this matter with our affiliate FOMO WORLDWIDE, INC.
We have been named in a business lawsuit by Globex Funding LLC seeking monies owed, fees and penalties of $161,631.25 in the State of New York. We did not receive any funds from this third party provider of cash advances and have approached the claimant to amicably resolve this matter with our affiliate FOMO WORLDWIDE, INC.
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Item 1A. Risk FactorsFactors.
Not
As a “smaller reporting company”, we are not required for smaller reporting companies.to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.
During the quarter ended January 31, 2014 the registrant issued no shares of the Company’s common stock.
None.
Item 3. Defaults Upon Senior SecuritiesSecurities.
None.
None.
Item 4. Mine Safety DisclosuresDisclosures.
Not applicable.
Item 5. Other InformationInformation.
Not applicable
None
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Item 6. ExhibitsExhibits.
| (a) | Exhibits. |
| Exhibit No. | Description | |
| 2.1** | Articles of | |
| 2.2** | Amendment to Articles of Incorporation | |
| 2.3** | ||
| 2.4** | ||
| 2.5* | Certificate of Designation Preferred A Convertible Stock | |
| 2.6* | Certificate of Designation Preferred B Convertible Stock | |
| 2.7* | Certificate of Designation Preferred C Convertible Stock | |
| 6.1*** | Himalaya Technologies Sprecher Beverage Brewing Company Co-pack Agreement | |
| 6.2**** | Brokerwebs Statement of Work – Stock Chat Room for Kanab Club | |
| 6.3***** | GS Capital Partners Loan Document June 29, 2021 | |
| 6.43******* | 1800 Diagonal Lending LLC Loan Document November 1, 2023 | |
| 31.1 | Certification of | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as | |
| Inline XBRL Instance Document | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Link base Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Link base Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Link base Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Link base Document | |
| 104 | Cover Page Interactive Data File (embedded within the |
*Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282
** Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282. Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501. Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501.
*** Incorporated by Reference to the exhibit to the Registrant’s Form 8-K/A filed June 1, 2022.
**** Incorporated by Reference to the exhibit to the Registrant’s Form 8-K filed August 22, 2022
*****Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K filed July 6, 2021.
****** Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K/A filed November 2, 2022.
******* Incorporated by Reference to exhibit 6.4 to the Registrant’s Form 1-A filed November 17, 2023
SIGNATURES In accordance with |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: | /s/ | |
| (Principal Executive Officer) | ||
| Date: March 28, 2024 | /s/ Vikram Grover | |
| Vikram Grover, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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