Each one in plain English, with the numbers worked through for a shareholder.
3 Sept 2024material agreement● NeutralMajor
On Aug 12, 2024 Himalaya signed a partnership and joint development agreement with InsureTEK, Inc., including a four-year license to an AI and Internet-of-Things platform for loss control services on commercial and other buildings. In return it agreed to issue 200,000 Series B Preferred shares and a $250,000 7.5% two-year junior note convertible into common stock (up to a $50,000,000 diluted equity valuation), so shareholders face more dilution and new debt. The filing also shows Himalaya is now incorporated in Wyoming, where earlier filings said Nevada.
This amendment to the August 2022 filing says the $39,250 junior debenture from 1800 Diagonal Lending LLC (net $35,000, funded Aug 23, 2022), which had been in default, has been retired. That clears one debt item from the running list; the filing does not say how it was repaid.
On Dec 12, 2023 Himalaya sent lenders a presentation seeking up to $5-7 million of debt to buy two Florida specialty contractors: one making and installing signs (audited 2021-2022, about $6 million estimated annual revenue) and one doing modular construction for municipal customers (previously about $8 million estimated annual revenue, audit still needed). The filing states no merger agreement has been signed with either and there is no assurance either deal will be financed or completed.
15 June 2023material agreement termination● NeutralMajor
On June 15, 2023 Himalaya and FOMO agreed to reverse the May 10, 2023 sale of KANAB CORP., so Himalaya again owns 100% of KANAB and its cannabis social-media site. FOMO's forgiveness of $17,017 of the loan stays in effect, and the 100,000 Series B shares issued to FOMO on May 31, 2023 for a license to KANAB's platform remain validly issued; the unwind was expected to close June 16, 2023. This undoes the sale reported in May.
13 June 2023asset acquisition disposition● Neutral
This amendment repeats the June 12, 2023 Peer to Peer Network share purchase from FOMO (210,000,000 shares for 1,680,000 Series A Preferred) and adds the signed purchase agreement as an exhibit. No new terms or figures are given.
12 June 2023asset acquisition disposition● NeutralMajor
On June 12, 2023 Himalaya bought 210,000,000 common shares of Peer to Peer Network (OTC: PTOP) from FOMO WORLDWIDE by issuing FOMO 1,680,000 Series A Preferred shares. The filing says this puts $42,000 of marketable securities on Himalaya's balance sheet; paying with new preferred shares adds to the share dilution already in the picture.
Himalaya sold 100% of KANAB CORP., the social-media subsidiary it acquired in July 2021, to FOMO WORLDWIDE, INC. on May 10, 2023, in exchange for partial forgiveness of money FOMO had loaned Himalaya (loan dated June 28, 2021, amended Nov 9, 2021 and Sep 1, 2022); the filing gives no dollar amount for the forgiveness. It also says it is negotiating assigning its non-binding agreement to buy the short-form video assets of Cyber Space LLC to FOMO.
On April 4, 2023 CEO Vikram Grover converted $30,000 of accrued compensation into 30,000 Series B Preferred shares. After this and the processing of the cancellation of 99,686 Series B Preferred shares previously issued to The Agrarian Group, LLC, 476,280 Series B Preferred shares are outstanding. The company address is now Pittsburgh, PA.
The company amended the October 2022 training software purchase. Closing is extended to January 15, 2023, and the price is now $265,000: $120,000 cash, notes of $70,000 (due January 15, 2023) and $75,000 (due January 1, 2024), plus up to $15,000 earnout. The $35,000 minimum earnouts were reallocated into seller notes. The deal is still unfinanced, with the filing noting no assurance of funding.
9 Nov 2022asset acquisition disposition● NeutralMajor
On November 7, 2022 the company agreed to sell its minority investment in Ranken Energy Corporation to former CEO David St. James for $112,000, paid as accrued compensation. The filing says the wells produce nominal revenue, are fully depleted on its books and are non-core to its health and wellness strategy. This ends the company's remaining oil and gas exposure, tying back to its earlier oil and gas history, and is a related-party deal.
On October 28, 2022 the company signed a binding agreement to buy the assets of an unnamed Midwest training software provider founded in 1980, which had annual revenues of roughly $500,000. The price is up to $280,000: $120,000 cash due by November 30, 2022, notes of $70,000 and $40,000, and a $50,000 earnout. The filing says there is no assurance the company can finance it, and the target's name is withheld under an NDA. This is a new business direction.
On October 19, 2022 the board accepted the resignation of auditor Boyle CPA, LLC and engaged Victor Mokuolu, CPA PLLC to audit fiscal years ending July 31, 2022 and 2023. The filing reports no disagreements, and Boyle's opinions carried only a going-concern paragraph.
On August 15, 2022 the company agreed a junior convertible debenture with a third-party lender for $39,250, netting $35,000 after fees and legal costs; funding closed August 23, 2022. This is another small convertible loan.
3 Aug 2021asset acquisition disposition● NeutralMajor
Reported August 3, 2021 (the filing states the event of July 31, 2021), Himalaya Technologies (formerly Homeland Resources) bought 100% of KANAB CORP. by issuing 300,000 Series B Preferred shares. The stock purchase agreements are with FOMO CORP and Vikram Grover; the filing does not give KANAB's business or value. The company now lists Chicago as its address and Vikram Grover as CEO, years after the 2015 convertible-debt troubles.
From September 21 to October 22, 2015 the company issued 34,929,106 shares as KBM, LG Capital and Typenex converted notes at falling prices. It says KBM and Vis Vires have alleged default because authorized shares are insufficient, and would waive penalties if balances are paid by October 30, 2015, which the company says it is unlikely to manage. It also says it needs financing to file its July 31, 2015 annual report, the TSS deal is unlikely before the debt is resolved, and oil revenues have fallen. This is the dilution risk flagged earlier, now playing out.
16 July 2015material agreement termination▼ BadMajor
The January 2015 agreement with TSS expired on July 15, 2015. The company let it lapse because any new agreement would be on a substantially different basis, and says talks continue about buying a division or project of TSS, with no assurance of a deal. This ends the original 50% stake plan and replaces it with uncertainty.
On June 25, 2015 the company issued 1,500,000 shares on exercise of warrants (likely from the March 2015 units; an inference) and sold 500,000 units at CAD $0.06 for $30,000, each with a warrant at CAD $0.10 until June 25, 2016. Finder's fees of $4,500 and $3,000 were paid. Small amounts of new equity were raised, adding to the share count.
Auditor Stark Schenkein resigned on May 22, 2015 after certain individuals joined SingerLewak LLP, and the company appointed SingerLewak on June 17, 2015. The filing says there were no disagreements, and the prior reports carried only a going-concern uncertainty statement, consistent with the earlier going-concern history.
On May 15, 2015, in exchange for $5,000, the company pushed the closing of its Telesecurity Sciences (TSS) letter agreement from May 15 to July 15, 2015, and all other closing and payment dates were deferred 60 days. This continues the TSS deal, which was originally due to close February 15, 2015, so the deal has been delayed.
On March 27, 2015 the company sold 1,500,000 units at $0.12 each to non-U.S. investors for $180,000. Each unit is one share plus a warrant to buy another share at $0.25 until March 27, 2016; an $18,000 finder's fee was paid. This is equity funding, unlike the earlier convertible notes, but it adds shares and warrants.
On January 23, 2015 the company sold Typenex Co-Investment a $70,000 10% convertible note (net $60,000 after a $6,000 discount and $4,000 legal costs) plus a warrant for 175,000 shares at $0.20 through January 31, 2020. Repayment is five $14,000 installments from July 22, 2015, and the company may pay them in shares at 61% of the average of the three lowest recent bids. This is another convertible loan after the KBM and LG Capital notes, and it can dilute shareholders.
On January 15, 2015 the company signed a letter agreement with Telesecurity Sciences, Inc. (TSS) to buy $7,500,000 of TSS stock, plus a warrant for another $7,500,000, reaching 50% ownership; closing is scheduled for February 15, 2015, with $1,000,000 cash at closing and the rest in monthly payments through December 2016. The parties intend a later business combination leaving the company's shareholders with 50% of the combined entity. The filing states completion depends on the company obtaining financing, with no assurance it will be available. This is a new direction in imaging technology, away from oil and gas.
On December 30, 2014 the company borrowed $25,000 from LG Capital Funding via an 8% convertible note due December 23, 2015, with interest payable in stock. After 180 days it converts at 61% of the average of the lowest five recent bids (9.9% cap); default interest is 24%. This is another small, dilutive convertible loan following the KBM notes.
On December 31, 2014 the company borrowed another $33,000 from KBM Worldwide through an 8% convertible note due October 1, 2015, on the same terms as the September 2014 note (conversion at 61% of recent low bids after 180 days, 4.99% cap, 22% default interest). This adds to the pattern of dilutive convertible borrowing; the company's address is now Las Vegas.
The company said on November 17-18, 2014 that its 10-Q for the quarter ended January 31, 2014 should no longer be relied on. The gain on the sale of working interests in oil and gas properties to an unrelated third party was overstated: $147,978 reported versus a corrected $73,871. Six-month net income of $28,778 becomes a net loss of $(39,749); an amended 10-Q is expected. This is a negative correction to the earlier property-sale accounting.
The company signed a one-month investor relations agreement, effective September 16, 2014, with 1830012 Ontario Ltd. (Circadian Group), paying $6,500 plus possible discretionary extra pay.
On September 12, 2014 the company borrowed $88,500 from KBM Worldwide via an 8% convertible note due June 12, 2015. From 180 days after issue KBM can convert into shares at 61% of the average of the lowest five recent closing bids (capped at 4.9% ownership), so conversions could dilute shareholders; default interest is 22%. The company's board also approved cutting authorised shares from 500,000,000 to 100,000,000 and a 1-for-5 reverse split, expected effective around September 30, 2014.
28 Aug 2014capital raising announcement● NeutralMajor
On August 15, 2014 the company issued 100,309,142 common shares to settle $1,063,276.90 of debts, which the filing says was 100% acceptance of the creditor offer disclosed in its July 31, 2014 8-K. 8,000,000 shares went to one accredited investor and 92,309,142 to 18 non-US creditors. This cuts debt but significantly dilutes existing shareholders.
