HIMALAYA TECHNOLOGIES, INC

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.

material agreement

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.

business combination

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.

material agreement termination

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

HIMALAYA TECHNOLOGIES, INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

capital raising announcement

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.

material agreement termination

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.

material agreement

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.

financial restatement

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.

debt financing

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.

capital raising announcement

In April-May 2010 the company borrowed $55,000 (Apr 19) and $50,000 (May 11) from an unrelated third party (exhibits name Radium Ventures Corp.), both unsecured demand loans at 6.5%. On May 15 it signed a loan agreement for up to $1,000,000 at 7.5%, repayable within 36 months, with 50,000 restricted shares issued to the lender per $100,000 borrowed (so dilutive). The money funds a move into oil and gas exploration: a 5% working interest in an Oklahoma 3-D seismic project (buy-in $46,250, about $400,000 further funding expected) and a committed 5% interest in a four-prospect Oklahoma drilling program (buy-in $39,163, about $225,000 further expected). The filing reports a change in shell company status.

debt financing