HIMALAYA TECHNOLOGIES, INC - Quarter Report: 2023 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 000-55282

Himalaya Technologies, Inc.

(Exact name of small business issuer as specified in its charter)

831 W North Ave., Pittsburgh, PA 15233

(Address of principal executive offices)

(630) 708-0750

(Registrant’s telephone number, including area code)

(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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of Common Stock (.0001 par value) of the registrant outstanding was 186,878,572 at June 15, 2023.

HIMALAYA TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED APRIL 30, 2023

TABLE OF CONTENTS

PART I

ITEM 1. FINANCIAL STATEMENTS

HIMALAYA TECHNOLOGIES, INC.

INDEX TO FINANCIAL STATEMENTS

Himalaya Technologies Inc

Condensed Consolidated Balance Sheets

The accompanying notes are an integral part of these condensed consolidated financial statements

Himalaya Technologies Inc

Condensed Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

Himalaya Technologies Inc

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

Himalaya Technologies Inc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Note 1 – ORGANIZATION

Himalaya Technologies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2021. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. During the three and nine months ended April 30, 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. FINRA’s Corporate Actions group has refused to acknowledge these June 28, 2021 shareholder resolutions, approved and stamped by the Secretary of State of Nevada on June 30, 2021 and as per SEC qualification of our Form 10-12G/A-4 on April 6, 2022, that altogether approved our legal name change, common share increase, Series A Preferred share increase, and creation of new classes of Series B and C Preferred stock. FINRA is therefore preventing us from pursuing our business plan since the current management was appointed on June 20, 2021.

The Company’s business plan included completing its social site Kanab.Club targeting health and wellness based on the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing its 19.9% investment GenBio, Inc.’s health and wellness products targeting anti-inflammatory nutraceuticals to consumers.

Subsequent to April 30, 2023, the Company sold Kanab.Club and unwound its acquisition of GenBio, Inc. The Company purchased the domain names finra.watch, finrawatch.org, finrawatch.com and finrawatch.online and agreed to license social media platform software owned by an affiliate. Management intends to create an investor hub for information exchange on small capitalization public companies and an information distribution platform for small issuers that face the loss of Wall Street sponsorship based on proposed rules that may require investment banking firms recommending securities to be registered as investment advisors.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of April 30, 2023 and the results of operations and cash flows for the three and nine months ended April 30, 2023 and 2022. The results of operations for the three and nine months ended April 30, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.

Consolidation

The consolidated financial statements include the accounts and operations of the Company, and its wholly owned subsidiary, KANAB CORP. All material intercompany transactions and accounts have been eliminated in the consolidation.

Cash

Cash consists of deposits in two large national banks. On April 30, 2023 and July 31, 2022, respectively, the Company had $463 and $4,141 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:

Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The Company has recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.

The Company recognizes derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Assets and liabilities measured at fair value are as follows as of April 30, 2023:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

Assets and liabilities measured at fair value are as follows as of July 31, 2022:

Earnings Per Share (EPS)

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three and nine months ended April 30, 2023 and 2022, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.

Income Taxes

The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

On April 30, 2023, and July 31, 2022, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended July 31, 2022 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on June 21, 2021, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation paid to prior management, employees, consultants, contractors, and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on announced mergers and acquisitions.

Concentration of Credit Risk

Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.

Crude Oil and Natural Gas Properties

The Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

The capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.

Under full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.

Given the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved crude oil and natural gas reserves.

The crude oil and gas properties are fully depleted.

During the three months ended January 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties.

Revenue Recognition

The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.

Stock-Based Compensation

The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.

Intangible Assets

The Company’s intangible assets include the Kanab.Club website, which was developed for external use. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Goodwill and Other Acquired Intangible Assets

The Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth quarter.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of April 30, 2023 and July 31, 2022, which consist of convertible instruments and warrants in the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any.

Note 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $8,275,826 as of April 30, 2023. The Company also had negative working capital of $1,007,963 at April 30, 2023, and had operating losses of $233,763 and $85,069 for the nine months ended April 30, 2023 and 2022, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and loans from third parties.

In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. The Company anticipates that we will have to raise additional capital to fund operations over the next 12 months. To the extent that the Company is required to raise additional funds to acquire properties, and to cover costs of operations, the Company intends to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors.

Note 4 – ACQUISITION OF KANAB CORP.

On July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company operating a website Kanab.Club (https://www.kanab.club/). KANAB CORP.’s business plan includes completing its social site targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a development stage company that does not offer e-commerce services at this time, nor do we touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to the business.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

As consideration for the purchase, we issued 300,000 shares of Class B preferred stock. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled by the Company’s Chief Executive Office, the Company has accounted for the acquisition as an acquisition under common control, recorded at cost. The historical value of the development costs at acquisition for the website design was $11,500. As an acquisition under common control, the results of operations for KANAB CORP. are included in the consolidated results of operations for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues, it has developed a website that is currently active and generating traffic. Subsequent to the acquisition, additional expenses were incurred in further enhancing the Kanab.Club website.

The following summarizes the acquired intangible assets:

SCHEDULE OF ACQUIRED INTANGIBLE ASSETS

Note 5 - INVESTMENTS

On November 28, 2021, the Company issued 99,686 series B preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. GenBio, Inc is a biotechnology company that researches natural products that act on new molecular pathways, primarily to suppress inflammation at critical points in these biochemical pathways. Based on a stock price at closing of $0.0019 and 99,686,000 common stock equivalents, this values the investment at $189,749. The GenBio transaction is being accounted for as an investment on the Company’s balance sheet. The Company does not consolidate GenBio’s financial statements.

On January 1, 2022, the Company issued 99,686 series B preferred shares of HMLA stock for 1,242,000 Member Interests of The Agrarian Group, LLC (“TAG”) representing 19.9% ownership. Based on a stock price at closing of $0.0012 and 99,686,000 common stock equivalents, this valued the investment at $119,841. During the quarter ended April 30, 2023, the Company agreed for the unwinding of its investment in TAG. As such, the Company returned its membership interests and TAG agreed to return 99,686 shares of Series B Preferred shares to the Company. The Series B Preferred shares were received by the Company on May 16, 2023.

Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES

As of April 30, 2023 and July 31, 2022, the Company’s former chief executive officer had an outstanding balance of $0 and $96,400, respectively. The loan was non-interest bearing and due on demand. The loan was retired during the three months ended January 31, 2023 through the sale of the Company’s oil and gas interests to the note holder.

On June 28, 2021, the Company received a loan of $25,000 from FOMO WORLWIDE, INC. (“FOMO”), a related party. At April 30, 2023, the loan balance was $51,716. The convertible note for FOMO WORLDWIDE, INC. converts at a price of 30% of the average of the two lowest trading prices for the twenty (20) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At April 30, 2023, the note theoretically would convert into 59,364,341 common shares. The convertible note was originally due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 and FOMO waived all default provisions under section 8 (a) through (n). All other provisions of the loan remain in effect.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

On May 10, 2023, the Company sold 100% of KANAB CORP. to FOMO WORLDWIDE, INC. for partial forgiveness of monies loaned to us by FOMO. The transaction, which closed May 10, 2023, makes KANAB CORP., owner and operator of an Internet social site www.Kanab.Club, a wholly owned Wyoming C-Corp. subsidiary of FOMO WORLDWIDE, INC. The Company is also negotiating the assignment of our non-binding purchase agreement for the short form video assets of Cyber Space LLC to FOMO.

Note 7 - CONVERTIBLE NOTE PAYABLES

The Company had convertible note payables with two third parties with stated interest rates ranging between 10% and 12% and 22% default interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying interim financial statements. As of April 30, 2023 and July 31, 2022, the Company had the following third-party convertible notes outstanding:

SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING

The convertible note for GS Capital Partners LLC converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. At April 30, 2023, the note theoretically would convert into 220,454,545 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 April 30, 2023, the note theoretically would convert into 35,096,870 common shares.

In connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”) of $4,250. During the nine months ended April 30, 2023, $2,108 of this discount has been amortized as interest expense.

The variables used for the Black-Scholes model are as listed below:

SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Note 8 – INCOME TAXES

The Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2022 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.

Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on April 30, 2023 and July 31, 2022 will not be fully realizable.

Note 9 – STOCKHOLDERS ‘EQUITY

Common Stock

The Company has 1,000,000,000 shares of common stock authorized, and 169,722,695 and 147,201,861 issued and outstanding at April 30, 2023 and July 31, 2022, respectively.

During the nine months ended April 30, 2023, third-party lenders converted $50,005 of principal and interest into 22,520,834 shares of common stock.

.

During the nine months ended April 30, 2022, third-party lenders converted $127,997 of principal and interest into 49,466,978 shares of common stock.

Preferred Stock

The Company has 250,000,000 of preferred stock authorized. The preferred shares are in three classes:

During the nine months ended April 30, 2023, the Company issued 69,090 shares of Class B Preferred to the Company’s CEO for the conversion of accrued compensation of $100,000.

During the quarter ended April 30, 2023, the Company agreed for the unwinding of its investment in TAG. As such, the Company returned its membership interests and TAG agreed to return 99,686 shares of Series B Preferred shares to the Company. The Series B Preferred shares were received by the Company on May 16, 2023

During the nine months ended April 30, 2022, the Company issued 22,000 shares of Class B Preferred for services. These shares were valued at the value of the as-if converted common shares on the date of issuance.

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Warrants

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 advisory services.

The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table below. Since Black-Scholes option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate award exercise and employee termination within the valuation model, whereby separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes.

The expected term of granted awards is derived from the output of the option valuation model and represents the period of time that granted awards are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

The 50,000,000 warrants issued to FOMO Advisors LLC were valued at $500,000 and are being recognized over the life of the agreement. The 15,000,000 warrants issued to GS Capital Group were accounted for as part of the embedded derivative liability. At April 30, 2023, the Company had recognized $167,116 and $282,884 was unrecognized.

On April 12, 2023, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO Advisors LLC for advisory services.

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 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.

The following are the assumptions utilized in valuing the warrants:

SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS

The following table sets forth common share purchase warrants outstanding as of April 30, 2023:

SCHEDULE OF PURCHASE WARRANTS OUTSTANDING

Himalaya Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023 AND 2022

(UNAUDITED)

Note 11 – 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 $7,500 stock if the Company is not SEC current, and $5,000 cash $5,000 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 nine months ended April 30, 2023, the Company accrued $90,000 in compensation expense under this agreement and converted $100,000 in accrued compensation into 69,090 shares of Class B preferred stock.

Note 12 – ACQUISITION

On October 28, 2022, the Company signed a binding purchase agreement, subsequently amended on November 25, 2022, to acquire the assets of Russell Associates, a training software provider based in the Midwest and founded in 1980 that creates customized training programs for its clients. The total agreed purchase price is up to $280,000, including $120,000 cash due on closing by November 30, 2022, subject to mutual extension, promissory notes of $70,000 due January 15, 2023 and $75,000 due January 1, 2024, and a $15,000 performance based earn-out. On January 12, 2023, the agreement with Russell Associates was terminated. No cash, stock or other consideration was issued as a deposit for the transaction.

Note 13 – SALE OF OIL AND GAS INTERESTS

On November 8, 2022, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its crude oil and natural gas properties for $112,000, representing the amounts due to the Company’s prior CEO under loans and accrued compensation. The Company recognized a gain of $112,000 on the sale.

Note 14 – SUBSQUENT EVENTS

Subsequent to April 30, 2023, 1800 Diagonal Lending LLC converted debt of $6,850 into 17,155,877 shares of the Company’s common stock.

Subsequent to April 30, 2023, the Company sold KANAB CORP. and unwound its acquisition of GenBio, Inc. The Company purchased the domain names finra.watch, finrawatch.org, finrawatch.com and finrawatch.online and agreed to license social media platform software owned by an affiliate. Management intends to create an investor hub for information exchange on small capitalization public companies and an information distribution platform for small issuers that face the loss of Wall Street sponsorship based on proposed rules that may require investment banking firms recommending securities to be registered as investment advisors. The Company also licensed social media assets over five years from FOMO WORLDWIDE, INC. for $30,000 in the form of 100,000 Series B Preferred shares to support this investor information hub operation.

On June 8, 2023, our CEO converted $20,000 of accrued compensation into 2,222,222 Series A Preferred shares.

On June 9, 2023, our CEO converted $20,000 of accrued compensation into 2,222,222 Series A Preferred shares.

On June 12, 2023, the Company purchased 210,000,000 common shares of Peer to Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing the Seller 1,680,000 Series A Preferred shares at a price of $0.025 per Series A Preferred share ($42,000). The shares are convertible into 84,000,000 shares of our common stock (1-50 conversion ratio).

On June 15, 2023, Himalaya and FOMO WORLDWIDE, INC. (“FOMO”) mutually agreed to unwind and modify the previous sale and purchase of KANAB CORP. and licensing agreement for social media software underlying the business. The parties have agreed to reverse Himalaya’s May 10, 2023 sale of 100% of the shares of KANAB CORP. to FOMO WORLDWIDE, INC. for $17,017 in equal amount of forgiveness of a convertible loan provided to Himalaya Technologies, Inc. on June 28, 2021 and amended on November 9, 2021 and September 1, 2022. As part of the unwind and modification, the 100,000 Series B shares issued for a license to KANAB CORP.’s social media platform on May 31, 2023 by Himalaya to FOMO will remain validly issued, while the $17,017 loan forgiveness by FOMO to Himalaya for monies previously funded also remains effective (canceled). As a result, Himalaya Technologies, Inc. will be the 100% owner of KANAB CORP. including its wholly owned cannabis social media site and social media code @ https://www.kanab.club/. The mutual agreement paperwork is included by reference for Form 8-K filed June 15, 2023.

Item 2. Management’s Discussion and Analysis or Plan of Operation

This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Plan of Operations

Himalaya Technologies, Inc. a/k/a Homeland Resources Ltd. (“Himalaya”, “HMLA,” “us,” “we,” the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2019. Over the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2022 the Company reached an agreement with the prior CEO to distribute the oil leases in payment of loan from shareholder. Our intended plan of operations was to develop and enhance our social site Kanab.Club targeting health and wellness in the cannabis media market.

At April 30, 2023, the Company had one wholly owned subsidiary, KANAB CORP. The Company had one investment, GenBio, Inc. The Company owns 19.9% of GenBio, Inc. The Company had an investment of 19.9% of The Agrarian Group, LLC, which was unwound during the quarter ended April 30, 2023.

KANAB CORP. is a development stage company targeting information services for the cannabis industry using its social site Kanab.Club (https://kanab.club/). We do not offer e-commerce services at this time or touch the cannabis plant and, given these matters, do not believe regulatory oversight or rules of law are a risk factor to our business.

On November 28, 2021 we executed a 19.9% stock purchase with GenBio, Inc. (“GenBio” https://www.genbioinc.com/) a provider of nutraceutical products and services based on proprietary biotechnology that fight inflammation and high blood pressure. We issued 99,686 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. Based on a stock price at closing of .0019 and 99,685,794 common stock equivalents, this values the investment at $189,749.

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. This investment was unwound during the quarter ended April 30, 2023.

Our business plan included completing our social site Kanab.Club targeting health and wellness focused on the cannabis market, generating revenues from advertising and subscriptions, incorporating social media site into the site, and marketing our planned 19.9% investment GenBio, Inc.’s health and wellness products targeting anti-inflammatory nutraceuticals to consumers.

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. FINRA’s Corporate Actions group has refused to acknowledge these June 28, 2021 shareholder resolutions, approved and stamped by the Secretary of State of Nevada on June 30, 2021 and as per SEC qualification of our Form 10-12G/A-4 on April 6, 2022, that altogether approved our legal name change, common share increase, Series A Preferred share increase, and creation of new classes of Series B and C Preferred stock. FINRA is therefore preventing us from pursuing our business plan since the current management was appointed on June 20, 2021.

As a result of the actions of FINRA’s Corporate Actions group, subsequent to April 30, 2023, the Company sold Kanab.Club and unwound its acquisition of GenBio, Inc. The Company purchased the domain names finra.watch, finrawatch.org, finrawatch.com and finrawatch.online and agreed to license social media platform software owned by an affiliate. Management intends to create an investor hub for information exchange on small capitalization public companies and an information distribution platform for small issuers that face the loss of Wall Street sponsorship based on proposed rules that may require investment banking firms recommending securities to be registered as investment advisors.

On June 2, 2023, FINRA notified the Company of an alleged deficiency in a shareholder action filed June 28, 2021 to effect our name change to Himalaya Technologies, Inc., increase our authorized common shares to one billion, increase our authorized Series A Preferred shares to 130 million, and create new classes of Series B and Series C Preferred shares. We believe we have overwhelmingly cured this alleged deficiency and are seeking remedies to refile such action and/or pursue legal recourse against FINRA for contravening and not recognizing state laws, the SEC’s qualification, and federal laws.

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 April 30, 2023, the Company had no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

The Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram P. Grover, due to his ownership of (i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per share and (ii) 174,594 shares of the Company’s Series B Preferred Stock directly (31.9% of that class’s outstanding shares) and 150,000 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (27.4%) which have 1,000 votes per share. With this voting power, Mr. Grover, can determine the outcome of any matter put to a shareholder vote including taking corporate actions by shareholder consent.

Results of Operation for the Three Months Ended April 30, 2023 and 2022

Revenues. During the three months ended April 30, 2023 and 2022, the Company had no revenues.

Cost of Revenues. During the three months ended April 30, 2023 and 2022, the Company had no cost of revenues.

Operating Expenses. During the three months ended April 30, 2023, the Company incurred operating expenses of $70,710 consisting primarily of shares issued for services and compensation expense. During the three months ended April 30, 2022, the Company incurred operating expenses of $22,232. The increase in operating expenses in 2023 from 2022 was due primarily to shares and warrants issued for services.

Other Income (Expenses). During the three months ended April 30, 2023, the Company recognized other income of $266,652 consisting of interest expense, derivative liability gains, a gain on the sale of oil and gas properties, and other income. During the three months ended April 30, 2022, the Company recognized other income of $722,239 consisting of interest expense, derivative liability gains, income on debt settlement and other income.

Net Losses. As a result of the above, the Company recognized a net income of $195,942, for the three months ended April 30, 2023, as compared to a net income of $700,107 for the three months ended April 30, 2022.

Results of Operation for the Nine Months Ended April 30, 2023 and 2022

Revenues. During the nine months ended April 30, 2023 and 2022, the Company had no revenues.

Cost of Revenues. During the nine months ended April 30, 2023 and 2022, the Company had no cost of revenues.

Operating Expenses. During the nine months ended April 30, 2023, the Company incurred operating expenses of $233,763 consisting primarily of shares issued for services and compensation expense. During the nine months ended April 30, 2022, the Company incurred operating expenses of $85,069. The increase in operating expenses in 2023 from 2022 was due primarily to shares and warrants issued for services.

Other Income (Expenses). During the nine months ended April 30, 2023, the Company recognized other income of $17,413 consisting of interest expense, derivative liability gains, a gain on the sale of oil and gas properties, and other income. During the nine months ended April 30, 2022, the Company incurred other income of $303,048 consisting of interest expense, derivative liability gains, income on debt settlement and other income.

Net Losses. As a result of the above, the Company incurred a net loss of $216,350, for the nine months ended April 30, 2023, as compared to a net income of $217,979 for the nine months ended April 30, 2022.

Liquidity and Capital Resources

We have incurred losses since the inception of our business and as of April 30, 2023 we had an accumulated deficit of $8,275,826. As of April 30, 2023, the Company had cash balance of $463 and negative working capital of $1,007,963.

To date, we have funded our operations through short-term debt and equity financing. During the nine months ended April 30, 2023, the Company received $39,250, less $4,250 in expenses, in third party lending.

We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our automobile business. However, we do not expect to start generating revenues from our operations for another 12 months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may be unavailable in the amounts or the times when we require.

Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

Delinquent Loans

Our third-party loan of $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.

Off-balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “small reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report on Form 10-Q, our President and Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures are not effective in timely alerting them to material information relating to Himalaya Technologies, Inc. required to be included in our Exchange Act filings.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended April 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

*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.

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.