Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2022 | Dec. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-55282 | |
Entity Registrant Name | Himalaya Technologies, Inc. | |
Entity Central Index Key | 0001409624 | |
Entity Tax Identification Number | 26-0841675 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1 E Erie St | |
Entity Address, Address Line Two | Ste 525 Unit #2420 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60611 | |
City Area Code | (630) | |
Local Phone Number | 708-0750 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 147,201,861 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Current assets | ||
Cash | $ 9,097 | $ 4,141 |
Total current assets | 9,097 | 4,141 |
Other assets: | ||
Investment in oil and gas properties | ||
Investment GENBIO | 189,749 | 189,749 |
Investment TAG | 119,841 | 119,841 |
Website design | 18,220 | 13,338 |
Total other assets | 327,810 | 322,928 |
Total assets | 336,907 | 327,069 |
Current liabilities | ||
Accounts payable and accrued expenses | 294,144 | 293,856 |
Derivative liability | 535,194 | 440,766 |
Loan from shareholder | 96,400 | 96,400 |
Loan from affiliate | 38,290 | 38,222 |
Loans payable due to non-related parties, net | 187,397 | 151,500 |
Total current liabilities | 1,151,425 | 1,020,744 |
Total liabilities | 1,151,425 | 1,020,744 |
Stockholders’ deficit | ||
Common stock; $0.0001 par value authorized: 1,000,000,000 shares at October 31, and July 31, 2022, respectively: issued and outstanding 147,201,861 at October 31, and July 31, 2022, respectively | 14,720 | 14,720 |
Additional paid-in-capital | 7,413,426 | 7,350,927 |
Accumulated deficit | (8,242,819) | (8,059,476) |
Total stockholders’ deficit | (814,518) | (693,675) |
Total liabilities and stockholders’ deficit | 336,907 | 327,069 |
Preferred Class A [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | ||
Preferred Class B [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | 55 | 54 |
Preferred Class C [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value | $ 100 | $ 100 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 147,201,861 | 147,201,861 |
Common stock, shares, outstanding | 147,201,861 | 147,201,861 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 130,000,000 | 130,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, dividend percentage | 1% | 1% |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 545,966 | 536,876 |
Preferred stock, shares outstanding | 545,966 | 536,876 |
Preferred stock, dividend percentage | 1% | 1% |
Preferred Class C [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Preferred stock, dividend percentage | 1% | 1% |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Income Statement [Abstract] | ||
Operating revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
General and administrative | 80,599 | 21,438 |
Amortization expense | 1,118 | 583 |
Total operating expenses | 81,717 | 22,021 |
Loss from operations | (81,717) | (22,021) |
Other income (expenses) | ||
Interest expense | (7,354) | (4,924) |
Change in derivative liability | (29,491) | 59,550 |
Derivative expense | (64,937) | |
Other income | 156 | 304 |
Total other income (expenses) | (101,626) | 54,930 |
Loss before income taxes | (183,343) | 32,909 |
Provision for income taxes | ||
Net income (loss) | $ (183,343) | $ 32,909 |
Net loss per share, basic and diluted | $ 0 | $ 0 |
Weighted average common equivalent share outstanding, basic and diluted | 147,201,861 | 76,274,181 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Preferred Stock [Member] Preferred Class C [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2021 | $ 9,773 | $ 30 | $ 100 | $ 6,709,111 | $ (7,862,437) | $ (1,143,423) | |
Beginning balance, shares at Jul. 31, 2021 | 97,734,883 | 300,000 | 1,000,000 | ||||
Net income (loss) | 32,909 | 32,909 | |||||
Conversion of convertible debt | $ 3,020 | 66,429 | 69,449 | ||||
Conversion of convertible debt, shares | 30,198,755 | ||||||
Shares issued for services | $ 2 | 798 | 800 | ||||
Shares issued for services, shares | 20,000 | ||||||
Ending balance, value at Oct. 31, 2021 | $ 12,793 | $ 32 | $ 100 | 6,776,338 | (7,829,528) | (1,040,265) | |
Ending balance, shares at Oct. 31, 2021 | 127,933,638 | 320,000 | 1,000,000 | ||||
Beginning balance, value at Jul. 31, 2022 | $ 14,720 | $ 54 | $ 100 | 7,350,927 | (8,059,476) | (693,675) | |
Beginning balance, shares at Jul. 31, 2022 | 147,201,861 | 536,876 | 1,000,000 | ||||
Shares issued for accrued compensation | $ 1 | 39,999 | 40,000 | ||||
Shares issued for accrued compensation, shares | 9,090 | ||||||
Recognition of warrants | 22,500 | 22,500 | |||||
Net income (loss) | (183,343) | (183,343) | |||||
Ending balance, value at Oct. 31, 2022 | $ 14,720 | $ 55 | $ 100 | $ 7,413,426 | $ (8,242,819) | $ (814,518) | |
Ending balance, shares at Oct. 31, 2022 | 147,201,861 | 545,966 | 1,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Cash flows provided by (used for) operating activities: | ||
Net income (loss) | $ (183,343) | $ 32,909 |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Amortization expense | 1,118 | 583 |
Change in derivative liability | 29,491 | (59,550) |
Derivative expense | 64,937 | |
Amortization of debt discount | 897 | |
Loan cost | (1,728) | |
Shares/ Warrants issued for services | 22,500 | 800 |
Increase (decrease) in assets and liabilities: | ||
Accounts payable | 33,831 | 4,923 |
Accrued interest on loans payable | 6,457 | |
Net cash used for operating activities | (24,112) | (22,063) |
Cash flows provided by (used for) Investing activities | ||
Payment of Website Design | (6,000) | |
Net cash provided by (used for) investing activities | (6,000) | |
Cash flows provided by (used for) Financing activities | ||
Payment of related party loan | (12,932) | (300) |
Proceeds from loan from affiliate | 13,000 | (314) |
Proceeds from non-related loans | 35,000 | |
Net cash provided by (used for) financing activities | 35,068 | (614) |
Net (decrease) increase in cash | 4,956 | (22,677) |
Cash, beginning of period | 4,141 | 28,618 |
Cash, end of period | 9,097 | 5,941 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Preferred stock issued for accrued compensation | 20,000 | |
Common stock issued for debt | $ 761,456 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | 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 On June 28, 2021, the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.” from Homeland Resources Ltd. The Company’s business plan includes completing 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 October 31, 2022 and the results of operations and cash flows for the three months ended October 31, 2022 and 2021. The results of operations for the three and nine months ended October 31, 2022 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. 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. Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) Cash Cash consists of deposits in two large national banks. On October 31, and July 31, 2022, respectively, the Company had $ 9,097 4,141 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. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets and liabilities measured at fair value are as follows as of October 31, 2022: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 535,194 - - 535,194 Total liabilities measured at fair value 535,194 - - 535,194 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) Assets and liabilities measured at fair value are as follows as of July 31, 2022: Total Level 1 Level 2 Level 3 Assets - - - - Total assets measured at fair value Liabilities Derivative liability 440,766 - - 440,766 Total liabilities measured at fair value 440,766 - - 440,766 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 months ended October 31, 2022 and 2021, 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 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) On October 31, 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. 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. Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) 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. Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” 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 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 October 31, 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. Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 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 $ 8,242,819 1,142,328 81,717 22,021 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. |
ACQUISITION OF KANAB CORP
ACQUISITION OF KANAB CORP | 3 Months Ended |
Oct. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF KANAB CORP | Note 4 – ACQUISITION OF KANAB CORP On July 31, 2021, the Company acquired 100 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 300,000 11,500 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) The following summarizes the acquired intangible assets: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS July 31, July 31, 2022 2021 Intangible assets $ 23,800 $ 17,800 Accumulated amortization (5,580 ) (4,462 ) Intangible assets- net $ 18,220 $ 13,338 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Oct. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | Note 5 - INVESTMENTS On November 28, 2021, the Company issued 99,686 2,036,188 19.9 .0019 99,686,000 189,749 On January 1, 2022, the Company issued 99,686 1,242,000 19.9 .0012 99,686,000 119,841 |
LOANS PAYABLE DUE TO RELATED PA
LOANS PAYABLE DUE TO RELATED PARTIES | 3 Months Ended |
Oct. 31, 2022 | |
Related Party Transactions [Abstract] | |
LOANS PAYABLE DUE TO RELATED PARTIES | Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES As of October 31, and July 31, 2022, the Company’s former chief executive officer had an outstanding balance of $ 96,400 96,400 On June 28, 2021, the Company received a loan of $ 25,000 38,290 30 59,364,341 due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 |
CONVERTIBLE NOTE PAYABLES
CONVERTIBLE NOTE PAYABLES | 3 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLES | Note 7 - CONVERTIBLE NOTE PAYABLES The Company had convertible note payables with two third parties with stated interest rates ranging between 10 12 22 SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity October 31, 2022 July 31, 2022 Interest GS Capital Partners LLC 6/29/21 6/29/22 151,500 151,500 24 % 1800 Diagonal Lending LLC 8/15/22 8/15/23 39,250 - 8 % 190,750 151,500 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) The convertible note for GS Capital Partners LLC converts at a price of 60 20 126,250,000 On August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $ 39,250 August 15, 2023 8 61 32,172,131 In connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”) of $ 4,250 897 The variables used for the Black-Scholes model are as listed below: SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL October 31,2022 July 31, 2022 ● Volatility: 337 Volatility: 355 ● Risk free rate of return: 4.76 Risk free rate of return: 2.98 ● Expected term: 1 Expected term: 1 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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 July 31, 2022 and 2021 will not be fully realizable. |
STOCKHOLDERS _EQUITY
STOCKHOLDERS ‘EQUITY | 3 Months Ended |
Oct. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS ‘EQUITY | Note 9 – STOCKHOLDERS ‘EQUITY Common Stock The Company has 1,000,000,000 147,201,861 During the three months ended October 31, 2022, no During the three months ended October 31, 2021, third-party lenders converted $ 69,449 30,198,755 Preferred Stock The Company has 250,000,000 ● Class A shares which, 130,000,000 50 voting rights of 1 vote per share 0 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) ● Class B shares, 20,000,000 1,000 voting rights of 1,000 votes per share 545,966 536,876 545,966,000 536,876,000 ● Class C shares, 1,000,000 1 voting rights of 100,000 votes per share 1,000,000 100,000,000,000 99,000,000 During the three months ended October 31, 2022, the Company issued 9,090 40,000 During the three months ended October 31, 2021, the Company issued 20,000 Warrants On June 29, 2021, the Company issued 15,000,000 three 0.01 On June 28, 2021, the Company issued 50,000,000 five .0001 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 50,000,000 500,000 15,000,000 122,116 327,884 SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS Volatility 465 % Expected life 5 years Risk free rate 3 % Dividend yield 0 % Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) The following table sets forth common share purchase warrants outstanding as of October 31, 2022: SCHEDULE OF PURCHASE WARRANTS OUTSTANDING Weighted Average Intrinsic Warrants Exercise Price Value Outsanding, August 1, 2022 65,000,000 $ 0.0024 105,000 Warrants granted - - - Warrants exercised - - - Warrants forfeited - - - Outsanding, October 31, 2022 65,000,000 0.0024 $ 14,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 11 – COMMITMENTS AND CONTINGENCIES On August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $ 10,000 2,500 7,500 5,000 5,000 During the three months ended October 31, 2022, the Company accrued $ 40,000 40,000 9,090 |
ACQUISITION
ACQUISITION | 3 Months Ended |
Oct. 31, 2022 | |
Acquisition | |
ACQUISITION | 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 $ 280,000 120,000 70,000 January 15, 2023 75,000 January 1, 2024 15,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13 – SUBSEQUENT EVENTS 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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 October 31, 2022 and the results of operations and cash flows for the three months ended October 31, 2022 and 2021. The results of operations for the three and nine months ended October 31, 2022 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. |
Use of Estimates | 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 | 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. Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) |
Cash | Cash Cash consists of deposits in two large national banks. On October 31, and July 31, 2022, respectively, the Company had $ 9,097 4,141 |
Fair Value of Financial Instruments | 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. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets and liabilities measured at fair value are as follows as of October 31, 2022: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 535,194 - - 535,194 Total liabilities measured at fair value 535,194 - - 535,194 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) Assets and liabilities measured at fair value are as follows as of July 31, 2022: Total Level 1 Level 2 Level 3 Assets - - - - Total assets measured at fair value Liabilities Derivative liability 440,766 - - 440,766 Total liabilities measured at fair value 440,766 - - 440,766 |
Earnings Per Share (EPS) | 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 months ended October 31, 2022 and 2021, 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 | 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 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) On October 31, 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 | 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 | 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 | 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. Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” |
Stock-Based Compensation | 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 | 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 |
Goodwill and Other Acquired Intangible Assets | 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 | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of October 31, 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. Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | 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. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets and liabilities measured at fair value are as follows as of October 31, 2022: Total Level 1 Level 2 Level 3 Assets Total assets measured at fair value - - - - Liabilities Derivative liability 535,194 - - 535,194 Total liabilities measured at fair value 535,194 - - 535,194 Himalaya Technologies, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2022 AND 2021 (UNAUDITED) Assets and liabilities measured at fair value are as follows as of July 31, 2022: Total Level 1 Level 2 Level 3 Assets - - - - Total assets measured at fair value Liabilities Derivative liability 440,766 - - 440,766 Total liabilities measured at fair value 440,766 - - 440,766 |
ACQUISITION OF KANAB CORP (Tabl
ACQUISITION OF KANAB CORP (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS | The following summarizes the acquired intangible assets: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS July 31, July 31, 2022 2021 Intangible assets $ 23,800 $ 17,800 Accumulated amortization (5,580 ) (4,462 ) Intangible assets- net $ 18,220 $ 13,338 |
CONVERTIBLE NOTE PAYABLES (Tabl
CONVERTIBLE NOTE PAYABLES (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING | SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING Lender Origination Maturity October 31, 2022 July 31, 2022 Interest GS Capital Partners LLC 6/29/21 6/29/22 151,500 151,500 24 % 1800 Diagonal Lending LLC 8/15/22 8/15/23 39,250 - 8 % 190,750 151,500 |
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL | The variables used for the Black-Scholes model are as listed below: SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL October 31,2022 July 31, 2022 ● Volatility: 337 Volatility: 355 ● Risk free rate of return: 4.76 Risk free rate of return: 2.98 ● Expected term: 1 Expected term: 1 |
STOCKHOLDERS _EQUITY (Tables)
STOCKHOLDERS ‘EQUITY (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS | SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS Volatility 465 % Expected life 5 years Risk free rate 3 % Dividend yield 0 % |
SCHEDULE OF PURCHASE WARRANTS OUTSTANDING | The following table sets forth common share purchase warrants outstanding as of October 31, 2022: SCHEDULE OF PURCHASE WARRANTS OUTSTANDING Weighted Average Intrinsic Warrants Exercise Price Value Outsanding, August 1, 2022 65,000,000 $ 0.0024 105,000 Warrants granted - - - Warrants exercised - - - Warrants forfeited - - - Outsanding, October 31, 2022 65,000,000 0.0024 $ 14,000 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Nov. 28, 2021 | |
Revenues | $ 1,500 | |
GenBio, Inc [Member] | ||
Equity method investment, percentage | 19.90% | 19.90% |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets measured at fair value | ||
Derivative liability | 535,194 | 440,766 |
Total liabilities measured at fair value | 535,194 | 440,766 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets measured at fair value | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets measured at fair value | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets measured at fair value | ||
Derivative liability | 535,194 | 440,766 |
Total liabilities measured at fair value | $ 535,194 | $ 440,766 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash | $ 9,097 | $ 4,141 |
Income tax likelihood description | more than 50 percent likely | |
Finite lived intangible asset useful life | 5 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 8,242,819 | $ 8,059,476 | |
Working capital | 1,142,328 | ||
Operating losses | $ 81,717 | $ 22,021 |
SCHEDULE OF ACQUIRED INTANGIBLE
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Business Acquisition [Line Items] | |||
Intangible assets- net | $ 18,220 | $ 13,338 | |
Kanab Corp [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 23,800 | $ 17,800 | |
Accumulated amortization | (5,580) | (4,462) | |
Intangible assets- net | $ 18,220 | $ 13,338 |
ACQUISITION OF KANAB CORP (Deta
ACQUISITION OF KANAB CORP (Details Narrative) - Kanab Corp [Member] | Jul. 31, 2021 USD ($) shares |
Business Acquisition [Line Items] | |
Ownership percentage acquired | 100% |
Development costs period cost | $ | $ 11,500 |
Series B Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Shares issued for purchase of Kanab Corp, shares | shares | 300,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 01, 2022 | Nov. 28, 2021 | Oct. 31, 2022 | Jul. 31, 2022 | |
Stock issued during period shares new issues | 0 | |||
Investment GENBIO | $ 189,749 | $ 189,749 | ||
The Agrarian Group, LLC [Member] | ||||
Stock issued during period shares new issues | 1,242,000 | |||
Stock price, per share | $ 0.0012 | |||
Common stock equivalents | 99,686,000 | |||
Investment GENBIO | $ 119,841 | |||
Ownership percentage | 19.90% | |||
GenBio, Inc [Member] | ||||
Stock issued during period shares new issues | 2,036,188 | |||
Ownership percentage | 19.90% | 19.90% | ||
Stock price, per share | $ 0.0019 | |||
Common stock equivalents | 99,686,000 | |||
Investment GENBIO | $ 189,749 | |||
Series B Preferred Stock [Member] | ||||
Stock issued during period shares new issues | 99,686 | 99,686 |
LOANS PAYABLE DUE TO RELATED _2
LOANS PAYABLE DUE TO RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2022 | Jul. 31, 2022 | Jun. 28, 2021 | |
Related Party Transaction [Line Items] | |||
Outstanding balance | $ 96,400 | $ 96,400 | |
Loan from affiliate | 38,290 | $ 38,222 | |
Fomo Worldwide Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Loan received | $ 25,000 | ||
Loan from affiliate | $ 38,290 | ||
Debt instrument conversion rate | 30% | ||
Conversion of shares | 59,364,341 | ||
Maturity date, description | due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023 |
SCHEDULE OF CONVERTIBLE NOTES O
SCHEDULE OF CONVERTIBLE NOTES OUTSTANDING (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Jul. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Convertible notes payable, current | $ 190,750 | $ 151,500 |
GS Capital Partners LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Lender | GS Capital Partners LLC | |
Origination | Jun. 29, 2021 | |
Maturity | Jun. 29, 2022 | |
Convertible notes payable, current | $ 151,500 | 151,500 |
Interest | 24% | |
Diagonal Lending LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Lender | 1800 Diagonal Lending LLC | |
Origination | Aug. 15, 2022 | |
Maturity | Aug. 15, 2023 | |
Convertible notes payable, current | $ 39,250 | |
Interest | 8% |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTION OF BLACK-SCHOLES MODEL (Details) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input | 337 | 355 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input | 4.76 | 2.98 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 1 year | 1 year |
CONVERTIBLE NOTE PAYABLES (Deta
CONVERTIBLE NOTE PAYABLES (Details Narrative) | 3 Months Ended | |
Aug. 15, 2022 USD ($) | Oct. 31, 2022 USD ($) Integer shares | |
Short-Term Debt [Line Items] | ||
Amortization of debt discount premium | $ 4,250 | |
Interest and debt expense | $ 897 | |
Convertible Note Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, interest rate | 8% | |
Debt conversion of common stock, shares | shares | 32,172,131 | |
Convertible debt | $ 39,250 | |
Debt maturity date | Aug. 15, 2023 | |
Debt instrument convertible threshold percentage | 61% | |
GS Capital Partners LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, interest rate | 24% | |
Debt conversion percentage | 60% | |
Debt conversion, trading days | Integer | 20 | |
Debt conversion of common stock, shares | shares | 126,250,000 | |
Debt maturity date | Jun. 29, 2022 | |
Third Party One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, interest rate | 10% | |
Third Party Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, interest rate | 12% | |
Third Party Three [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, interest rate | 22% |
SCHEDULE OF ASSUMPTIONS UTILIZE
SCHEDULE OF ASSUMPTIONS UTILIZED IN VALUING WARRANTS (Details) | 3 Months Ended |
Oct. 31, 2022 | |
Equity [Abstract] | |
Volatility | 465% |
Expected life | 5 years |
Risk free interest rate | 3% |
Dividend yield | 0% |
SCHEDULE OF PURCHASE WARRANTS O
SCHEDULE OF PURCHASE WARRANTS OUTSTANDING (Details) | 3 Months Ended |
Oct. 31, 2022 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of warrants, outstanding, balance, beginning | shares | 65,000,000 |
Weighted average exercise price, beginning | $ / shares | $ 0.0024 |
Weighted average intrinsic value, beginning | $ | $ 105,000 |
Number of warrants, granted | shares | |
Weighted average exercise price, granted | $ / shares | |
Number of warrants, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Number of warrants, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Number of warrants, outstanding, balance, ending | shares | 65,000,000 |
Weighted average exercise price, ending | $ / shares | $ 0.0024 |
Weighted average intrinsic value, ending | $ | $ 14,000 |
STOCKHOLDERS _EQUITY (Details N
STOCKHOLDERS ‘EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jun. 29, 2021 | Jun. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Common Stock, shares issued | 147,201,861 | 147,201,861 | |||
Common stock, shares, outstanding | 147,201,861 | 147,201,861 | |||
Number of new shares issued | 0 | ||||
Number of new shares issued, value | $ 40,000 | ||||
GS Capital Group [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant issued | 15,000,000 | ||||
Warrants and rights outstanding, term | 3 years | ||||
Exercise price per share warrants | $ 0.01 | ||||
FOMO Advisors LLC [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant issued | 50,000,000 | ||||
Warrants and rights outstanding, term | 5 years | ||||
Exercise price per share warrants | $ 0.0001 | ||||
Issuance of stock and warrants | $ 500,000 | ||||
Warrants recognized | 122,116 | ||||
Warrants unrecognized | $ 327,884 | ||||
Preferred Class A [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 130,000,000 | 130,000,000 | |||
Conversion of common stock, shares | 50 | ||||
Preferred stock voting rights | voting rights of 1 vote per share | ||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred Stock, Shares outstanding | 0 | 0 | |||
Preferred Class B [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Conversion of common stock, shares | 1,000 | ||||
Preferred stock voting rights | voting rights of 1,000 votes per share | ||||
Preferred stock, shares issued | 545,966 | 536,876 | |||
Preferred Stock, Shares outstanding | 545,966 | 536,876 | |||
Preferred stock shares votes | 545,966,000 | 536,876,000 | |||
Number of new shares issued, value | $ 40,000 | ||||
Preferred Class C [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Conversion of common stock, shares | 1 | ||||
Preferred stock voting rights | voting rights of 100,000 votes per share | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares outstanding | 1,000,000 | 1,000,000 | |||
Preferred stock shares votes | 100,000,000,000 | 100,000,000,000 | |||
Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 250,000,000 | ||||
Preferred stock, shares authorized for future | 99,000,000 | 99,000,000 | |||
Preferred Stock [Member] | Preferred Class B [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of new shares issued | 20,000 | ||||
Third Party Lender [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Debt conversion of amount | $ 69,449 | ||||
Debt conversion of common stock, shares | 30,198,755 | ||||
Chief Executive Officer [Member] | Preferred Class B [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of new shares issued | 9,090 | ||||
Number of new shares issued, value | $ 40,000 | ||||
Number of new shares issued | 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2022 | Aug. 01, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Compensation expense | $ 40,000 | |
Preferred Class B [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Compensation expense | $ 40,000 | |
Converison of stock, shares issued | 9,090 | |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee related liabilities | $ 10,000 | |
Employee related liabilities noncurrent | 2,500 | |
Employee related liabilities in shares, noncurrent | 7,500 | |
Employee related liabilities current | 5,000 | |
Employee related liabilities in shares current | $ 5,000 | |
Chief Executive Officer [Member] | Preferred Class B [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Compensation expense | $ 40,000 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) | Oct. 28, 2022 USD ($) |
Asset Acquisition [Line Items] | |
Payments to acquire business | $ 120,000 |
Performance based amount | 15,000 |
Promissory Note [Member] | |
Asset Acquisition [Line Items] | |
Debt instrument, face amount | $ 70,000 |
Debt instrument, maturity date | Jan. 15, 2023 |
Promissory Note One [Member] | |
Asset Acquisition [Line Items] | |
Debt instrument, face amount | $ 75,000 |
Debt instrument, maturity date | Jan. 01, 2024 |
Training Software [Member] | |
Asset Acquisition [Line Items] | |
Total agreed purchase price | $ 280,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Nov. 08, 2022 USD ($) |
Subsequent Event [Member] | Chief Executive Officer [Member] | |
Subsequent Event [Line Items] | |
Due to related party | $ 112,000 |