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HIMALAYA TECHNOLOGIES, INC - Quarter Report: 2008 October (Form 10-Q)

f10q-homeland.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended October 31, 2008

[  ]
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)

HOMELAND RESOURCES LTD.
 (Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
Of incorporation or organization)
 
26-0841675
(IRS Employer
Identification No.)


6801 Los Trechos NE, Albuquerque New Mexico          87109
(Address of principal executive offices)                                (Zip Code)

(505) 264-0600
 (Registrant’s telephone number, including area code)

Not applicable
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[x] Yes                      [  ] 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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [x]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  6,000,000 shares of Common Stock, $.001 par value, as of November 30, 2008

 
 

 

HOMELAND RESOURCES LTD.
(An Exploration Stage Company)
INDEX TO FINANCIAL STATEMENTS
OCTOBER 31, 2008

   
Page
PART I.
FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 
     
 
Balance Sheets
October 31, 2008 (unaudited) and July 31, 2008
3
     
 
Statements of Operations (unaudited)
Three Months Ended October 31, 2008 and 2007
and Cumulative Amounts from July 8, 2003 (Inception) to October 31, 2008
4
     
 
Statement of Stockholders’ Equity (Deficit) (unaudited)
Cumulative Amounts from July 3, 2003 (Inception) to October 31, 2008
 
5
     
 
Statements of Cash Flows (unaudited)
Three Months Ended October 31, 2008 and 2007
and Cumulative Amounts from July 8, 2003 (Inception) to October 31, 2008
6
     
 
Notes to Financial Statements (unaudited)
7
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9
     
Item 4T.
Controls and Procedures
9
     
PART II.
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
10
     
Item 1A.
Risk Factors
10
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10
     
Item 3.
Defaults Upon Senior Securities
10
     
Item 4.
Submission of Matters to a Vote of Security Holders
10
     
Item 5.
Other Information
10
     
Item 6.
Exhibit Index
10
     
Signatures
 
11

 
2

 

HOMELAND RESOURCES LTD.
(An Exploration Stage Company)
BALANCE SHEETS

   
October 31,
2008
(Unaudited)
   
July 31,
2008
 
             
ASSETS
           
             
Current assets
           
Cash and cash equivalents
  $ -     $ 53  
                 
Total Current Assets
    -       53  
                 
Mineral property (Note 3)
    876       876  
                 
Total assets
  $ 876     $ 929  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current liabilities
               
Bank overdraft
  $ 7     $ -  
Accounts payable and accrued liabilities
    42,544       34,856  
                 
Total Current Liabilities
    42,551       34,856  
                 
                 
Total liabilities
    42,551       34,856  
                 
Stockholders’ deficit
               
Common stock - $0.001 par value; authorized – 75,000,000 shares
               
Issued and outstanding – 6,000,000 shares
    6,000       6,000  
Paid in capital
    24,000       24,000  
Deficit accumulated during the development stage
    (71,675 )     (63,927 )
                 
Total stockholders’ deficit
    (41,675 )     (33,927 )
                 
Total liabilities and stockholders’ deficit
  $ 876     $ 929  



The accompanying notes are an integral part of these financial statements.
 
3

 

HOMELAND RESOURCES LTD.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

   
 
 
Three Months
 Ended
October 31,
 2008
   
 
 
Three Months
 Ended
October 31,
 2007
   
Cumulative
Amounts From
Inception
To
October 31,
 2008
 
                   
                   
REVENUES
  $ -     $ -     $ 387  
                         
                         
EXPENSES
                       
General and Administrative
    6,942       12,856       65,815  
Mineral exploration costs
    806       806       4,532  
  Oil and gas property operating costs
    -       -       1,310  
  Loss on disposal of oil and gas
    -       -       330  
                         
      (7,748 )     (13,662 )     (71,987 )
                         
Provision for Income Taxes
    -       -       -  
                         
Net loss
  $ (7,748 )   $ (13,662 )   $ (71,600 )   
                         
Net Loss Per Common Share
                       
Basic and Diluted
  $ (0.001 )   $ (0.002 )   $ (0.014 )
                         
Weighted average number of common shares outstanding
                       
Basic and Diluted
    6,000,000       6,000,000       5,158,078  













The accompanying notes are an integral part of these financial statements.
 
4

 
 
HOMELAND RESOURCES LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
Common Stock                                          
Deficit
Accumulated
 
   
Number
of Shares
   
 
Amount
   
Paid in
Capital
   
During the
Development
Stage
 
                         
Balance, July 8, 2003
    -     $ -     $ -     $ -  
(Date of incorporation)
                               
                                 
Loss for the period
    -       -       -       -  
                                 
Balance, July 31, 2003
    -       -       -       -  
                                 
Issuance of common stock for cash at $0.005 per share:
                               
August 2003
    3,000,000       3,000       12,000       15,000  
                                 
Net (loss) for the year
    -       -       -       (1,731 )
                                 
Balance, July 31, 2004
    3,000,000       3,000       12,000       13,269  
                                 
Issuance of common stock for cash at $0.005 per share:
                               
August 2004
    2,065,000       2,065       8,260       10,325  
May 2005
    935,000       935       3,740       4,675  
                                 
Net (loss) for the year
    -       -       -       (7,890 )
                                 
Balance, July 31, 2005
    6,000,000       6,000       24,000       20,379  
                                 
Net (loss) for the year
    -       -       -       (2,846 )
                                 
Balance, July 31, 2006
    6,000,000       6,000       24,000       17,533  
                                 
Net (loss) for the year
    -       -       -       (21,884 )
                                 
Balance, July 31, 2007
    6,000,000       6,000       24,000       (4,351 )
                                 
Net (loss) for the year
    -       -       -       (29,576 )
                                 
Balance, July 31, 2008
    6,000,000     $ 6,000     $ 24,000     $ (33,927 )
                                 
Net (loss) for the period
    -       -       -       (7,748 )
                                 
Balance, October 31, 2008
    6,000,000     $ 6,000     $ 24,000     $ (41,675 )


The accompanying notes are an integral part of these financial statements.
 
5

 

HOMELAND RESOURCES LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

   
 
 
 
Three Months
Ended
October 31,
 2008
   
 
 
 
Three Months
Ended
October 31,
 2007
   
Cumulative
Amounts From
Inception
To
October 31,
 2008
 
                   
                   
OPERATING ACTIVITIES
                 
Net loss
  $ (7,748 )   $ (13,662 )   $ (71,675 )   
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Loss on disposal of interest in oil and gas property
    -       -       330  
                         
Change in non-cash working capital items:
                       
Decrease in prepaids
    -       -       -  
Increase in accounts payable and accrued liabilities
    7,688       13,522       42,544  
                         
Net cash used in operating activities
    (60 )     (140 )     (28,801 )
                         
                         
INVESTING ACTIVITIES
                       
Purchase of interest in oil and gas property
    -       -       (3,830 )
Disposal of interest in oil and gas property
    -       -       3,500  
Purchase of undeveloped mineral property
    -       -       (876 )
                         
Net cash used in investing activities
    -       -       (1,206 )
                         
                         
FINANCING ACTIVITIES
                       
Sale of common stock
    -       -       30,000  
                         
Net cash provided by financing activities
    -       -       30,000  
                         
Net increase (decrease) in cash
    (60 )     (140 )     (7 )
                         
Cash, beginning of periods
    53       175       -  
                         
Cash (overdraft), end of periods
  $ (7 )   $ 35     $ (7 )

The accompanying notes are an integral part of these financial statements.
 
6

 
HOMELAND RESOURCES LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
 (Unaudited) 


NOTE 1 – ORGANIZATION

Homeland Resources Ltd. (the Company) was incorporated under the laws of the State of Nevada on July 8, 2003 and is considered a development stage company as defined by Statement of Financial Accounting Standards No. 7 (SFAS 7) and a mining company in the exploration stage. The Company’s principal activities since inception have been the acquisition of a mineral property in the State of New Mexico.
 
The accompanying unaudited interim financial statements included herein were prepared from the records of the Company in accordance with Generally Accepted Accounting Principles in the United States. In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary to provide a fair statement of the results of operations and financial position for the interim periods. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended July 31, 2008.

The results of operations for the three months ended October 31, 2008 are not necessarily indicative of the results that may be expected for the year ending July 31, 2009.

NOTE 2 - BASIS OF ACCOUNTING

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. As shown in the accompanying balance sheet the Company has accumulated a deficit of $71,675 through October 31, 2008, and current liabilities exceeded current assets by $42,551. As of October 31, 2008, the Company has not commenced principal operations. These factors among others may indicate that the Company may be unable to continue in existence. The Company's financial statements do not include any adjustments related to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The Company's ability to establish itself as a going concern is dependent upon its ability to obtain additional financing, in order to commence exploration activities on its mining property and ultimately, to achieve profitable operations. Management believes that they can be successful in obtaining equity financing which will enable the Company to continue in existence and establish itself as a going concern.

NOTE 3 – UNDEVELOPED MINERAL PROPERTY
 
During the year ended July 31, 2004, the Company acquired six unpatented lode mining claims. The Company must incur annual assessment work of $100 for each claim or pay an annual maintenance fee of $100 per claim. These claims are located in western Luna County, New Mexico and are collectively known as the Home Ranch Prospect.
 
No exploration efforts have been conducted on the Company’s mineral property and, accordingly, the ultimate recovery of the Company’s investment in mineral property is dependent upon the discovery of commercially profitable ore reserves through future exploration efforts and the subsequent development or sale of such reserves.

NOTE 4 – OIL AND GAS PROPERTY

State Red House #4 Project

The Company had a 10% working interest in the Vector Exploration Corporation State Red House #4 Project for a total buy-in cost of $833 plus dry hole costs in Nobel County, Oklahoma. The Company’s working interest included leasehold interest, well bores, geological expenses, brokerage costs and overhead. During the year ended July 31, 2005, it sold its interest for $3,500 resulting in a $330 loss on the disposition which is recognized on the statements of operation.

 
7

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are an exploration stage company engaged in the acquisition and exploration of mineral properties.  We own six mineral claims, the HR# 1 through HR#6 Claims (the “HR Claims”) which collectively comprise the Home Ranch Prospect, as described below.  Further exploration of our mineral claims is required before a final evaluation as to the economic and legal feasibility of any of our mineral claims can be completed.  We cannot assure you that a commercially viable mineral deposit exists on our mineral claims.  Our plan of operations is to carry out exploration work on our mineral claims in order to ascertain whether our claims possess commercially exploitable quantities of gold, silver, copper and/or molybdenum.  We cannot provide assurance to investors that our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on such work concludes economic feasibility.
 
In March 2004, we acquired a 100% interest in leases on the HR Claims, which are unpatented lode mining claims on federal minerals administered by the Bureau of Land Management, located in the Home Ranch Prospect, Luna County, New Mexico.  We obtained the HR Claims for filing fees of $666 plus staking expenses of $550.  The Home Ranch Prospect consists of the HR# 1 through HR #6 mineral claims.  Unpatented claims are mining claims for which the holder has no patent, or document that conveys title.  A lode is a mineral deposit in consolidated rock as opposed to a placer deposit, which is a deposit of sand or gravel that contains particles of gold, ilmenite, gemstones, or other heavy minerals of value.
 
Results of Operations

Three months ended October 31, 2008 compared to the three months ended October 31, 2007.

We had no revenues during the three months ended October 31, 2008 or 2007.  During the three months ended October 31, 2008, we incurred expenses of $7,748, compared with $13,662 during the three months ended October 31, 2007, a decrease of $5,914.  The decrease in our expenses was entirely attributable to a decrease in general and administrative costs associated with professional legal and accounting services.  During the three months ended October 31, 2007, we were in the process of preparing a registration statement that was filed with the Securities and Exchange Commission on November 19, 2007.  While we incurred legal and accounting expenses associated with our reporting obligations under the Securities Exchange Act of 1934 during the 2008 period, such expenses were less than the expenses incurred in connection with that registration statement.

Liquidity and Capital Resources

As of October 31, 2008, we had no cash, compared to cash of $53 as of July 31, 2008.  Our working capital deficit at October 31, 2008 was $42,551, compared to $34,803 as of July 31, 2008.  The increase in our working capital deficit was due primarily to the increase in our expenses associated with our ongoing filing obligations with the Securities and Exchange Commission.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of October 31, 2008.

Going Concern

In its report prepared in connection with our 2008 financial statements, our independent registered public accounting firm included an explanatory paragraph stating that, because we had an accumulated deficit of $63,927 and a working capital deficit of $34,803 at July 31, 2008, there was substantial doubt about our ability to continue as a going concern.  Our continued existence will depend in large part upon our ability to raise sufficient capital through debt and equity offerings.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

8

Summary of Significant Accounting Policies

Mineral Property.  Our undeveloped mineral property consists of leases on unpatented lode mining claims located in New Mexico. Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and remove overburden to initially expose the ore body, are capitalized.  Such costs and estimated future development costs are amortized using a unit-of-production basis over the estimated life of the ore body. Ongoing development expenditures to maintain production are charged to operations as incurred.

Significant expenditures directly related to the acquisition of exploration interests are capitalized. If a mineable ore body is discovered, such costs are amortized using a unit-of-production method. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value.

Forward Looking Statements

Certain statements in this Quarterly Report on Form 10-Q, 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) general economic and business conditions; (2) interest rate changes; (3) the relative stability of the debt and equity markets; (4) government regulations particularly those related to the natural resources industries; (5) required accounting changes; (6) disputes or claims regarding our property interests; and (7) other factors over which we have little or no control.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4T.         Controls and Procedures

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our sole officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  Based on this evaluation, our sole officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed 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, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes In Internal Controls Over Financial Reporting

Our sole officer has concluded that there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended October 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
9

 

PART II - OTHER INFORMATION

Item 1.            Legal Proceedings

None.

Item 1A.         Risk Factors

Not required for smaller reporting companies.

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

None.

Item 3.            Defaults Upon Senior Securities

None.

Item 4.            Submission of Matters to a Vote of Security Holders

None.

Item 5.            Other Information

Not applicable
 
Item 6.            Exhibits
 
Regulation S-K Number
Exhibit
3.1
Articles of Incorporation (1)
3.2
Amendment to Articles of Incorporation (1)
3.3
Bylaws (1)
10.1
Notice of Mining Claims HR #1-6, recorded by Luna County, New Mexico, on March 24, 2004 (1)
10.2
Confirmation of Agreement with Leroy Halterman dated August 1, 2007 (1)
10.3
Loan Commitment Letter from Wellington Financial Corporation dated August 1, 2007 (1)
10.4
Notice of Intent to Hold the HR #1-6 Lode Mining Claims, filed with the Bureau of Land Management on August 15, 2007 (1)
10.5
Notice of Intent to Hold the HR #1-6 Lode Mining Claims recorded by Luna County, New Mexico, on August 17, 2007 (1)
31.1
Rule 15d-14(a) Certification of Armando Garcia
32.1
Certification of Armando Garcia Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
(1)
Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501.

 
10

 

 
SIGNATURES

 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  HOMELAND RESOURCES LTD.  
  (Registrant)  
       
Date:  December 12, 2008
By:
/s/ Armando Garcia  
    Armando Garcia,  
    President, Secretary, Treasurer  
    (principal executive and financial officer)  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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