NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note
1 –ORGANIZATION
Himalaya
Technologies, Inc. a/k/a/ Homeland Resources Ltd. (the “Company”) was incorporated under the laws of the State of Nevada
on July 8, 2003. The Company’s principal historical activities had been the acquisition of a mineral property in the State of New
Mexico. During the fiscal year ended July 31, 2010, the Company began to acquire working interests in a seismic exploration program as
well as a drilling program in crude oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration
and drilling in Oklahoma and New Mexico. The Company has leases on two properties that were fully depleted prior to July 31, 2021. Over
the past few years, the company generated approximately $1,500 per year of net revenue from these leases. Subsequent to July 31, 2021
the Company is in negotiations with the prior CEO to distribute the oil leases in payment of loan from shareholder and in discussions
with other potential buyers of the assets though no formal agreement has been reached. On June 28, 2021 the Company amended its Articles
of Incorporation to change the name of the Company to Himalaya Technologies, Inc.
Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America
(“US GAAP”) and in conformity with the rules and regulation of the U.S. Securities and Exchange Commission (SEC).
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant
estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities.
Consolidation
For
the year ended July 31, 2021, the consolidated financial statements include the accounts and operations of the Registrant, and its wholly
owned subsidiary, KANAB CORP., which was acquired on July 31, 2021. All material inter-company transactions and accounts have been eliminated
in the consolidation.
Cash
Cash
consists of deposits in one large national bank. On April 30, 2022, and July 31, 2021, respectively, the Company had $2,999 and $28,618
and in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks
on its cash in bank accounts.
Fair
Value of Financial Instruments
For
certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative
liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value
Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic
825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair
value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets
for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because
of the short period of time between the origination of such instruments and their expected realization and their current market rate
of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy
are defined as follows:
Level
1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level
3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
The
Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing
Liabilities from Equity,” and ASC 815.
We
have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance
with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We
recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes
in the fair value of the derivatives in the accompanying statement of operations.
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES
Assets
and liabilities measured at fair value are as follows as of April 30, 2022:
| |
Total | | |
Level
1 | | |
Level
2 | | |
Level
3 | |
Assets | |
| | | |
| | | |
| | | |
| | |
Total
assets measured at fair value | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative
liability | |
| 236,419 | | |
| - | | |
| - | | |
| 236,419 | |
Total
liabilities measured at fair value | |
| 236,419 | | |
| - | | |
| - | | |
| 236,419 | |
Assets
and liabilities measured at fair value are as follows as of July 31, 2021:
| |
Total | | |
Level
1 | | |
Level
2 | | |
Level
3 | |
| |
| | |
| | |
| | |
| |
Assets | |
| | | |
| | | |
| | | |
| | |
Total
assets measured at fair value | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative
liability | |
| 551,892 | | |
| - | | |
| - | | |
| 551,892 | |
Total
liabilities measured at fair value | |
| 551,892 | | |
| - | | |
| - | | |
| 551,892 | |
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 year ended July 31,
2021 and 2020, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash
charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any
common stock equivalents on EPS is anti-dilutive during those periods.
Income
Taxes
The
Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under
this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
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, 2022 and July 31, 2021, the Company had not taken any significant uncertain tax positions on its tax returns for the period
ended July 31, 2021 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions,
and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained
upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally
for three years after they are filed. New management, which took control of the Company on March 5, 2021, is currently evaluating prior
management’s decision to not file federal tax returns and plans on filing past returns and related 1099 filings for compensation
paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability
due to its operating losses in these periods but is preparing tax filings to bring itself current as it completes and moves forward on
announced mergers and acquisitions.
Concentration
of Credit Risk
Cash
is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally
insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated
with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.
Risks
and Uncertainties
The
Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Crude
Oil and Natural Gas Properties
The
Company follows the full cost accounting method to account for crude oil and natural gas properties, whereby costs incurred in the acquisition,
exploration and development of crude oil and natural gas reserves are capitalized. Such costs include lease acquisition, geological and
geophysical activities, rentals on non-producing leases, drilling, completing and equipping of crude oil and natural gas wells and administrative
costs directly attributable to those activities and asset retirement costs. Disposition of crude oil and natural gas properties are accounted
for as a reduction of capitalized costs, with no gain or loss recognized unless, such adjustment would significantly alter the relationship
between capital costs and proved reserves of crude oil and natural gas, in which case the gain or loss is recognized to income.
The
capitalized costs of crude oil and natural gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production
method based on estimated proved recoverable crude oil and natural gas reserves. Amortization of unevaluated and unproved property costs
begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed
periodically based on a variety of factors, including management’s intention with regard to future exploration and development
of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Under
full cost accounting rules for each cost center, capitalized costs of evaluated crude oil and natural gas properties, including asset
retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”)
equal to the sum of (a) the present value of future net cash flows from estimated production of proved crude oil and natural gas reserves,
based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c)
the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects
related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess
is charged to earnings.
Given
the volatility of crude oil and natural gas prices, it is reasonably possible that the estimate of discounted future net cash flows from
proved crude oil and natural gas reserves could change in the near term. If crude oil and natural gas prices decline in the future, even
if only for a short period of time, it is possible that additional impairments of crude oil and natural gas properties could occur. In
addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present
value of future net cash flows from proved crude oil and natural gas reserves, or if properties are sold for proceeds less than the discounted
present value of the related proved crude oil and natural gas reserves.
The
crude oil and gas properties were fully depleted prior to July 31, 2019.
Revenue
Recognition
The
Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606 – Contracts with
Customers. Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance
obligation is satisfied upon the shipment or delivery of products to customers.
Stock-Based
Compensation
The
Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted
to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation
expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award.
Intangible
Assets
The
Company’s intangible assets include the Kanab.Club website, which was developed for external use. The Company carries these intangibles
at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives, estimated
to be 5 years. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized
as an intangible asset. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future
revenue.
Goodwill
and Other Acquired Intangible Assets
The
Company initially records goodwill and other acquired intangible assets at their estimated fair values and reviews these assets periodically
for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets
acquired and liabilities assumed in a business combination and is tested at least annually for impairment, historically during our fourth
quarter.
Recently
Issued Accounting Pronouncements
In
February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize
right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies,
ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting
period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will
have on our financial position and statement of operations.
Concentrations
The
Company recorded 100% of its other income from the operator of its crude oil and natural gas properties during the nine months ended
April 30, 2022 and for the year ended July 31, 2021.
Note
3 – GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $7,644,458
as of April 30, 2022. The Company also had
negative working capital of $781,082
on April 30, 2022 and had operating income of $217,979
and operating loss of $196,147
for the nine months ended April 30, 2022
and 2021, respectively. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans
from related parties and from third parties.
In
view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a
significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months.
To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do
so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place,
no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve
substantial dilution to existing investors.
Note
4 – ACQUISITION OF KANAB CORP.
On
July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company. KANAB CORP.’s business
plan includes completing its social site Kanab.Club targeting health and wellness products and services in the cannabis market, generating
revenues from advertising and subscriptions, incorporating social media into the site, and marketing health and wellness products targeting
consumers. KANAB CORP. is a development stage company that does not offer e-commerce services at this time, nor does it touch the cannabis
plant and, given these matters, we do not believe regulatory oversight or rules of law are a risk factor to the business. As consideration
for the purchase of KANAB CORP., we issued 300,000 shares of Class B Preferred stock for 100% ownership. As KANAB CORP. was acquired
from the Company’s Chief Executive Officer and a company controlled by the Company’s Chief Executive Officer, the Company
has accounted for the transaction as an acquisition under common control, recorded at cost. The historical value of the development costs
at July 31, 2021 for the website design was $11,500. As an acquisition under common control, the results of operations for KANAB CORP.
are included in our consolidated results of operations for the year ended July 31, 2021. Although KANAB CORP. has not generated any revenues,
the business has developed a website that is currently active and generating traffic.
The
following summarizes the acquired intangible assets:
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS
| |
April
30, | | |
July
31, | |
| |
2022 | | |
2021 | |
Intangible
assets | |
$ | 11,500 | | |
$ | 11,500 | |
Accumulated
amortization | |
| (2,663 | ) | |
| (914 | ) |
Intangible
assets- net | |
$ | 8,897 | | |
$ | 10,586 | |
Note
5 – LOANS PAYABLE DUE TO RELATED PARTIES
As
of April 30, 2022, the Company’s former chief executive officer had an outstanding balance of $96,400. The loan is non-interest
bearing and due on demand. The Company is in discussions with the executive to resolve this amount by divesting the Company’s oil
interests to him.
Note
6 - CONVERTIBLE NOTE PAYABLES
The
Company had convertible note payables with one third party 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, 2021, the Company had the following third-party convertible notes outstanding:
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING
| |
Lender | |
Origination | |
Maturity | |
Amount | | |
Interest | |
| |
| |
| |
| |
| | |
| |
Note | |
GS
Capital | |
6/29/21 | |
6/29/22 | |
| 151,500 | | |
| 10 | % |
| |
| |
| |
| |
| 151,500 | | |
| | |
Discount | |
| |
| |
| |
| - | | |
| | |
| |
| |
| |
| |
| 151,500 | | |
| | |
The
convertible note owed to GS Capital converts at a price of 60% of the lowest trading price for the twenty (20) days prior to and including
the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of
conversion. As of April 30, 2022, the note theoretically today would convert into 126,250,000 common shares.
During
the nine months ended April 30, 2022, third-party lenders converted $123,231 of principal and interest into 49,466,978 shares of common
stock.
The
variables used for the Black-Scholes model are as listed below:
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL
|
|
April
30,2022 |
|
July
31, 2021 |
|
|
|
|
|
|
● |
Volatility:
165% - 271% |
|
Volatility:
253% - 466% |
|
|
|
|
|
|
● |
Risk
free rate of return: 1.24%- 1.53% |
|
Risk
free rate of return: 1.24%- 1.53% |
|
|
|
|
|
|
● |
Expected
term: 1-3 years |
|
Expected
term: 1-3 years |
On
June 29, 2021, a third-party loaned the Company $151,500 in a 10% debenture that matures on June 29, 2022. The transaction netted the
Company $125,000.00 after legal fees and due diligence expenses. The third party was also issued 2,500,000 shares of common stock as
a loan incentive. Of the $125,000 proceeds, $93,899 was used to settle $391,196 of debt resulting in debt settlement income of $297,297.
Note
7 – INCOME TAXES
The
Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2021 believed that it should
not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred
during these years.
Based
on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets
on July 31, 2021 and 2020 will not be fully realizable. The Company is current with corporate listing fees due to the State of Nevada
and intends to prepare tax statements for federal and state requirements for 2021 and 2020.
Note
8 – EQUITY
During
the year ended July 31, 2021, the Company increased the authorized shares for common stock of the Company from 100,000,000 to 1,000,000,000.
The Company also authorize preferred of two hundred fifty (250) million. The preferred shares are in three classes, Class A shares which,
one hundred thirty (130) million authorized are convertible into 50 shares of common shares for each share, these shares have voting
rights of 1 vote per share. At October 31, 2021 there were 0 shares issued and outstanding. Class B shares, twenty (20) million authorized,
which are convertible into 1,000 shares of common shares for each share, these shares have voting rights of 1,000 votes per share. At
April 30, 2021 there were 320,000 shares issued and outstanding which equates into 320,000,000 votes. Class C shares, one (1) million
authorized, which are convertible into 1 shares of common shares for each share. These shares have voting rights of 100,000 votes per
share. At April 30, 2021 there were 1,000,000 shares outstanding which equates into 100,000,000,000 votes. These shares represent the
controlling votes of the Company. These shares are all issued to our Company CEO. There are ninety nine (99) million shares of preferred
shares authorized that have not been assigned a class at this time for future requirements.
On
June 28, 2021, the Company issued 50,000,000 warrants to FOMO Advisors LLC for advisory services for future advisory services.
On
July 31, 2021 the Company issued 300,000 shares of Class B Preferred for the acquisition of KANAB CORP.
On
July 31, 2021 the Company issued 1,000,000 shares of Class C preferred to the new Company CEO.
During
the year ended July 31, 2021, third-party lenders converted $232,057 of principal and interest into 22,187,901 shares of common stock.
During
the six months ended January 31, 2022, third-party lenders converted $69,449 of principal and interest into 30,198,755 shares of common
stock.
On
September 25, 2021, the Company issued 20,000 shares of Class B Preferred for services.
On
November 14, 2021, we issued two (2) million common stock purchase warrants with a three-year expiration and $0.01 strike price to a
consultant for Advisory Board services.
On
November 28, 2021 we issued 99,686 series B preferred shares of HMLA stock for 2,036,188 common shares of GenBio, Inc., representing
19.9% ownership. GenBio, Inc is a biotechnology company that researches natural products that act on new molecular pathways, primarily
to suppress inflammation at critical points in these biochemical pathways. The Company’s research has shown that these active compounds
decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver and insulin resistance. Based on a stock price
at closing of .0019 and 99,686,000 common stock equivalents, this values the investment at $189,749. The GenBio transaction is being
accounted for as an investment on our balance sheet. We will not consolidate GenBio’s financial statements.
On
January 1, 2022, we issued 99,686 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 .0012 and 99,686,000 common stock equivalents, this values the investment
at $119,841. The TAG transaction is being accounted for as an investment on our balance sheet. We will not consolidate TAG’s financial
statements.
On
February 1, 2022, the Company issued 2,000 shares of Class B Preferred for services. Based on a stock price at closing of .0001 and 2,000,000
common stock equivalents, this values the expense at $200.
On
April 8, 2022, a third party lender converted $15,200.00 of principal, interest and penalties of a junior loan into 5,846,154 common
shares.
On
April 14, 2022, a third party lender converted $18,100.00 of principal, interest and penalties of a junior loan into 5,838,710 common
shares.
On
April 20, 2022, a third party lender converted $15,800.00 of principal, interest and penalties of a junior loan into 5,851,852 common
shares.
On
April 22, 2022, a third party lender converted $4,675.07 of principal, interest and penalties of a junior loan into 1,731,507 common
shares.
Note
9 - COVID-19 PANDEMIC UPDATE
In
March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19
pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could
have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated
precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar
measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s
operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition
or operating results cannot be reasonably estimated at this time.
Note
10 – SUBSEQUENT EVENTS