UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-Q



(Mark
One)



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



For
the Quarterly Period Ended October 31, 2023



OR



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



For
the transition period from ______________ to ______________



Commission
File No. 000-55282



Himalaya
Technologies, Inc.

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



|Nevada                                                                                                             |  | 5511                                                                                                         |  | 26-0841675                                                                              
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------
|(State
                                            or other jurisdiction
    of
    incorporation or organization) |  | (Primary
                                            Standard Industrial
    Classification
    Code Number) |  | (I.R.S.
                                            Employer
    Identification
    No.)



625
Stanwix St. #2504, Pittsburgh, PA 15222

(Address
of principal executive offices)



(347)
323-9581

(Registrant’s
telephone number, including area code)

831
W North Ave., Pittsburgh, PA 15233

(Former
name, former address and former fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



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



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



|Large
    accelerated filer ☐ | Accelerated
    filer ☐        
|----------------------------- | -------------------------------
|Non-accelerated
    filer ☐   | Smaller
    reporting company ☒
|                              | Emerging
    growth company ☐  



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



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



The
number of shares of Common Stock (.0001 par value) of the registrant outstanding was 233,203,037 at December 20, 2023.


















HIMALAYA
TECHNOLOGIES, INC.



QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD ENDED OCTOBER 31, 2023



TABLE
OF CONTENTS



|                               | PAGE                                                                                                                          
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                               
|Part I. FINANCIAL INFORMATION: |                                                                                                                               
|                               |                                                                                                                               
|                               | Item 1. Financial Statements:                                                                                                 
|                               |                                                                                                                               
|                               | Condensed
    Consolidated Balance Sheets as of October 31, 2023 (unaudited) and July 31, 2023 (audited)                      
|                               |                                                                                                                               
|                               | Condensed
    Consolidated Statements of Operations (unaudited) for the Three Months ended October 31, 2023 and 2022          
|                               |                                                                                                                               
|                               | Condensed
    Consolidated Statement of Stockholders’ Deficit (unaudited) for the Three Months ended October 31, 2023 and 2022
|                               |                                                                                                                               
|                               | Condensed
    Consolidated Statements of Cash Flows (unaudited) for the Three Months ended October 31, 2023 and 2022          
|                               |                                                                                                                               
|                               | Notes
    to Condensed Consolidated Financial Statements (unaudited)                                                          
|                               |                                                                                                                               
|                               | Item 2. Management’s Discussion and Analysis and Plan of Operation                                                            
|                               |                                                                                                                               
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                            
|                               |                                                                                                                               
|                               | Item 4. Controls and Procedures                                                                                               
|                               |                                                                                                                               
|Part II. OTHER INFORMATION:    |                                                                                                                               
|                               |                                                                                                                               
|                               | Item 1. Legal Proceedings                                                                                                     
|                               |                                                                                                                               
|                               | Item 1A. Risk Factors                                                                                                         
|                               |                                                                                                                               
|                               | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                           
|                               |                                                                                                                               
|                               | Item 3. Defaults Upon Senior Securities                                                                                       
|                               |                                                                                                                               
|                               | Item 4. Mine Safety Disclosures                                                                                               
|                               |                                                                                                                               
|                               | Item 5. Other Information                                                                                                     
|                               |                                                                                                                               
|                               | Item 6. Exhibits                                                                                                              
|                               |                                                                                                                               
|SIGNATURES                     | 22                                                                                                                            
|                               |                                                                                                                               
|EXHIBIT INDEX                  |                                                                                                                               



2







PART
I



ITEM
1. FINANCIAL STATEMENTS



HIMALAYA
TECHNOLOGIES, INC.



INDEX
TO FINANCIAL STATEMENTS



|Condensed
    Consolidated Balance Sheets, October 31, 2023 (unaudited) and July 31, 2023 (audited)                             | 4
|------------------------------------------------------------------------------------------------------------------------------- | -
|                                                                                                                                |  
|Condensed
    Consolidated Statements of Operations (unaudited), for the Three Months ended October 31, 2023 and 2022           | 5
|                                                                                                                                |  
|Condensed
    Consolidated Statements of Stockholders’ Deficit (unaudited) for the Three Months ended October 31, 2023 and 2022 | 6
|                                                                                                                                |  
|Condensed
    Consolidated Statements of Cash Flows (unaudited), for the Three Months ended October 31, 2023 and 2022           | 7
|                                                                                                                                |  
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                                | 8



3







Himalaya
Technologies Inc

Condensed
Consolidated Balance Sheets

(Unaudited)



|                                                                                                                            |  | October 31, |            |   | July 31, |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | -------- | -
|                                                                                                                            |  | 2023        |            |   | 2023     |  
|ASSETS                                                                                                                      |  |             |            |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Current assets                                                                                                              |  |             |            |   |          |  
|Cash                                                                                                                        |  | $           | 235        |   |          | $
|Total current assets                                                                                                        |  |             | 235        |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Other assets:                                                                                                               |  |             |            |   |          |  
|Investments                                                                                                                 |  |             | 21,000     |   |          |  
|Website design                                                                                                              |  |             | 13,448     |   |          |  
|Total other assets                                                                                                          |  |             | 34,448     |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Total assets                                                                                                                |  | $           | 34,683     |   |          | $
|                                                                                                                            |  |             |            |   |          |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                       |  |             |            |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Liabilities                                                                                                                 |  |             |            |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Current liabilities                                                                                                         |  |             |            |   |          |  
|Accounts payable and accrued expenses                                                                                       |  | $           | 283,917    |   |          | $
|Derivative liability                                                                                                        |  |             | 449,790    |   |          |  
|Loan from affiliate                                                                                                         |  |             | 45,319     |   |          |  
|Loans payable due to non-related parties, net                                                                               |  |             | 154,247    |   |          |  
|Total current liabilities                                                                                                   |  |             | 933,273    |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Total liabilities                                                                                                           |  |             | 933,273    |   |          |  
|                                                                                                                            |  |             |            |   |          |  
|Stockholders’ deficit                                                                                                       |  |             |            |   |          |  
|Common stock; $0.0001 par value authorized: 1,000,000,000 shares; issued and outstanding
    205,791,975 and 186,878,572    |  |             | 20,579     |   |          |  
|Preferred stock Class A; $0.0001 par value authorized:
130,000,000 shares; issued and outstanding 9,398,371 and 8,457,777   |  |             | 940        |   |          |  
|Preferred stock Class B; $0.0001 par value authorized:
20,000,000 shares; issued and outstanding 518,730 and 518,730        |  |             | 52         |   |          |  
|Preferred stock Class C; $0.0001 par value authorized: 1,000,000 shares; issued and
    outstanding 1,000,000 and 1,000,000 |  |             | 100        |   |          |  
|Additional paid-in-capital                                                                                                  |  |             | 7,818,503  |   |          |  
|Accumulated deficit                                                                                                         |  |             | (8,738,764 | ) |          |  
|Total stockholders’ deficit                                                                                                 |  |             | (898,590   | ) |          |  
|                                                                                                                            |  |             |            |   |          |  
|Total liabilities and stockholders’ deficit                                                                                 |  | $           | 34,683     |   |          | $



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



4









Himalaya
Technologies Inc

Condensed
Consolidated Statement of Operations

(Unaudited)



|                                                                            |  | For the Three Months Ended October 31, |            
|--------------------------------------------------------------------------- |  | -------------------------------------- | -----------
|                                                                            |  | 2023                                   |            
|Operating revenue                                                           |  | $                                      | -          
|Cost of revenue                                                             |  |                                        | -          
|Gross profit                                                                |  |                                        | -          
|                                                                            |  |                                        |            
|Operating expenses:                                                         |  |                                        |            
|General and administrative                                                  |  |                                        | 294,717    
|Amortization expense                                                        |  |                                        | 1,203      
|                                                                            |  |                                        | 295,920    
|                                                                            |  |                                        |            
|Loss from operations                                                        |  |                                        | (295,920   
|                                                                            |  |                                        |            
|Other income (expenses)                                                     |  |                                        |            
|Interest expense                                                            |  |                                        | (6,693     
|Derivative expense                                                          |  |                                        | (14,541    
|Change in derivative liability                                              |  |                                        | 215,629    
|Other income                                                                |  |                                        | 12         
|Total other income (expenses)                                               |  |                                        | 194,407    
|                                                                            |  |                                        |            
|Income (loss) before income taxes                                           |  |                                        | (101,513   
|                                                                            |  |                                        |            
|Provision for income taxes                                                  |  |                                        | -          
|                                                                            |  |                                        |            
|Net income (loss)                                                           |  | $                                      | (101,513   
|                                                                            |  |                                        |            
|Net income (loss) per share, basic and diluted                              |  | $                                      | (0.00      
|                                                                            |  |                                        |            
|Weighted average common equivalent share outstanding, basic and
    diluted |  |                                        | 199,352,612



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



5









Himalaya
Technologies Inc

Condensed
Consolidated Statement of Stockholders’ Deficit

(Unaudited)



|                                       |  | Common Stock      |             |  | Preferred Stock |   |        |                  |  |  |                   |  |  |                  |    
|-------------------------------------- |  | ----------------- | ----------- |  | --------------- | - | ------ | ---------------- |  |  | ----------------- |  |  | ---------------- | ---
|                                       |  |                   |             |  |                 |   |        | Class A          |  |  | Class B           |  |  | Class C          |    
|                                       |  | Number  of Shares |             |  | No par value    |   |        | Number of Shares |  |  | $0.0001 par value |  |  | Number of Shares |    
|Balance, July 31, 2023                 |  |                   | 186,878,572 |  |                 | $ | 18,688 |                  |  |  | 8,457,777         |  |  | $                | 846
|                                       |  |                   |             |  |                 |   |        |                  |  |  |                   |  |  |                  |    
|Shares issued for accrued compensation |  |                   | -           |  |                 |   | -      |                  |  |  | 940,594           |  |  |                  | 94 
|Conversion of convertible debt         |  |                   | 18,913,403  |  |                 |   | 1,891  |                  |  |  | -                 |  |  |                  | -  
|Recognition of warrants                |  |                   | -           |  |                 |   | -      |                  |  |  | -                 |  |  |                  | -  
|Net income                             |  |                   | -           |  |                 |   | -      |                  |  |  | -                 |  |  |                  | -  
|                                       |  |                   |             |  |                 |   |        |                  |  |  |                   |  |  |                  |    
|Balance, October 31, 2023              |  |                   | 205,791,975 |  |                 | $ | 20,579 |                  |  |  | 9,398,371         |  |  | $                | 940
|                                       |  |                   |             |  |                 |   |        |                  |  |  |                   |  |  |                  |    
|Balance, July 31, 2022                 |  |                   | 147,201,861 |  |                 | $ | 14,720 |                  |  |  | -                 |  |  | $                | -  
|                                       |  |                   |             |  |                 |   |        |                  |  |  |                   |  |  |                  |    
|Shares issued for accrued compensation |  |                   | -           |  |                 |   | -      |                  |  |  | -                 |  |  |                  | -  
|Recognition of warrants                |  |                   | -           |  |                 |   | -      |                  |  |  | -                 |  |  |                  | -  
|Net income                             |  |                   | -           |  |                 |   | -      |                  |  |  | -                 |  |  |                  | -  
|                                       |  |                   |             |  |                 |   |        |                  |  |  |                   |  |  |                  |    
|Balance, October 31, 2022              |  |                   | 147,201,861 |  |                 | $ | 14,720 |                  |  |  | -                 |  |  | $                | -  



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





6









Himalaya
Technologies Inc

Condensed
Consolidated Statement of Cash Flows

(Unaudited)



|                                                                                           |  | For the Three Months Ended October 31, |         
|------------------------------------------------------------------------------------------ |  | -------------------------------------- | --------
|                                                                                           |  | 2023                                   |         
|Cash flows provided by (used for) operating activities:                                    |  |                                        |         
|Net income (loss)                                                                          |  | $                                      | (101,513
|Adjustments to resoncile net loss to net cash provided by (used for) operating activities: |  |                                        |         
|Amortization expense                                                                       |  |                                        | 1,203   
|Change in derivative liability                                                             |  |                                        | (215,629
|Derivative expense                                                                         |  |                                        | -       
|Amortization of debt discount                                                              |  |                                        | 175     
|Shares/ Warrants issued for services                                                       |  |                                        | 260,384 
|Increase (decrease) in assets and liabilities:                                             |  |                                        |         
|Accounts payable                                                                           |  |                                        | 44,611  
|Accrued interest on loans payable                                                          |  |                                        | 6,518   
|                                                                                           |  |                                        |         
|Net cash used for operating activities                                                     |  |                                        | (4,251  
|                                                                                           |  |                                        |         
|Cash flows provided by (used for) Investing activities                                     |  |                                        |         
|Payment of Website Design                                                                  |  |                                        | -       
|                                                                                           |  |                                        |         
|Net cash used for investing activities                                                     |  |                                        | -       
|                                                                                           |  |                                        |         
|Cash flows provided by (used for) Financing activities                                     |  |                                        |         
|Payment of related party loan                                                              |  |                                        | -       
|Proceeds from loan from affiliate                                                          |  |                                        | 4,162   
|Proceeds from non-related loans                                                            |  |                                        | -       
|                                                                                           |  |                                        |         
|Net cash provided by financing activities                                                  |  |                                        | 4,162   
|                                                                                           |  |                                        |         
|Net (decrease) increase in cash                                                            |  |                                        | (89     
|Cash, beginning of period                                                                  |  |                                        | 324     
|                                                                                           |  |                                        |         
|Cash, end of period                                                                        |  | $                                      | 235     
|                                                                                           |  |                                        |         
|Supplemental disclosure of cash flow information                                           |  |                                        |         
|Cash paid for interest                                                                     |  | $                                      | -       
|Cash paid for taxes                                                                        |  | $                                      | -       
|Preferred stock issued for accrued compensation                                            |  | $                                      | 30,000  
|Common stock issued for debt                                                               |  | $                                      | 38,170  



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





7







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOMBER
31, 2023 AND 2022

(UNAUDITED)



Note
1 – ORGANIZATION



Himalaya
Technologies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2003. The Company’s
principal historical activities had been the acquisition of a mineral property in the State of New Mexico. During the fiscal year ended
July 31, 2010, the Company began to acquire working interests in a seismic exploration program as well as a drilling program in crude
oil and natural gas properties in Oklahoma. Prior to July 31, 2019 the Company discontinued the exploration and drilling in Oklahoma
and New Mexico. The Company previously had leases on two properties that were fully depleted prior to July 31, 2021. Over the past few
years, the company generated approximately $1,500 per year of net revenue from these leases. During the year ended July 31, 2023, the
Company reached an agreement with the Company’s prior CEO to distribute the oil leases in payment of loan from shareholder.



On
June 28, 2021 the Company amended its Articles of Incorporation to change the name of the Company to “Himalaya Technologies, Inc.”
from “Homeland Resources Ltd.”



The
Company’s business plan includes completing its subsidiary KANAB CORP.’s social site Kanab.Club (https://www.kanab.club/)
targeting health and wellness, generating revenues on the site from advertising and subscriptions, incorporating other features into
the site, and investing in other growth opportunities as they arise. Since quarter end, we have decided to reskin the site for mainstream
social media under the brand “Goccha!” and exit the cannabis information market.



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, 2023.



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, 2023 and the results of operations and cash flows for the three months ended
October 31, 2023 and 2022. The results of operations for the three months ended October 31, 2023 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.



8







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



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.



Assets
and liabilities measured at fair value are as follows as of October 31, 2023:



|                                         |  | Total |         |  | Level 1 |  |        | Level 2 |  |  | Level 3 | 
|---------------------------------------- |  | ----- | ------- |  | ------- |  | ------ | ------- |  |  | ------- | 
|Assets                                   |  |       |         |  |         |  |        |         |  |  |         | 
|Investments                              |  |       | 21,000  |  |         |  | 21,000 |         |  |  | -       | 
|Total assets measured at fair value      |  |       | 21,000  |  |         |  | 21,000 |         |  |  | -       | 
|                                         |  |       |         |  |         |  |        |         |  |  |         | 
|Liabilities                              |  |       |         |  |         |  |        |         |  |  |         | 
|Derivative liability                     |  |       | 449,790 |  |         |  | -      |         |  |  | -       | 
|Total liabilities measured at fair value |  |       | 449,790 |  |         |  |        |         |  |  |         | 



9







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



Assets
and liabilities measured at fair value are as follows as of July 31, 2023:



|                                         |  | Total |         |  | Level 1 |  |        | Level 2 |  |  | Level 3 | 
|---------------------------------------- |  | ----- | ------- |  | ------- |  | ------ | ------- |  |  | ------- | 
|Assets                                   |  |       |         |  |         |  |        |         |  |  |         | 
|Investments                              |  |       | 21,000  |  |         |  | 21,000 |         |  |  | -       | 
|Total assets measured at fair value      |  |       | 21,000  |  |         |  | 21,000 |         |  |  | -       | 
|                                         |  |       |         |  |         |  |        |         |  |  |         | 
|Liabilities                              |  |       |         |  |         |  |        |         |  |  |         | 
|Derivative liability                     |  |       | 680,946 |  |         |  | -      |         |  |  | -       | 
|Total liabilities measured at fair value |  |       | 680,946 |  |         |  |        |         |  |  |         | 



Earnings
Per Share (EPS)



During
the three months ended October 31, 2023 and 2022, the Company generated no revenues and incurred substantial losses, of which the vast
majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments.
Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.



Income
Taxes



On
October 31, 2023, and July 31, 2023, the Company had not taken any significant uncertain tax positions on its tax returns for the period
ended July 31, 2023 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.



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



During
the year ended July 31, 2023, the Company reached an agreement with its former CEO to sell the Company’s interest in all of its
crude oil and natural gas properties. The interest was sold on or around November 8, 2022.



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.



10







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



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.



Derivative
Liabilities



The
Company assessed the classification of its derivative financial instruments as of October 31, 2023 and July 31, 2023, 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.



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 $8,738,764
as of October 31, 2023. The Company also had negative working capital of $933,038 on October 31, 2023 and had operating losses of $295,920
and $81,717 for the three months ended October 31, 2023 and 2022, respectively. To date, these losses and deficiencies have been financed
principally through the issuance of common stock, loans from related parties and loans from third parties.



In
view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a
significant infusion of capital. 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.



11







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



Note
4 – ACQUISITION OF KANAB CORP.



On
July 31, 2021, the Company acquired 100% interest in KANAB CORP., a cannabis information services company operating a website Kanab.Club
(https://www.kanab.club/). KANAB CORP.’s business plan includes completing its social site
targeting health and wellness products and services in the cannabis market, generating revenues from advertising and subscriptions, incorporating
social media site into the site, and marketing health and wellness products targeting consumers. KANAB CORP. is a development
stage company that does not offer e-commerce services at this time, nor do we touch the cannabis plant and, given these matters, do not
believe regulatory oversight or rules of law are a risk factor to the business. As consideration for the purchase, we issued 300,000
shares of Class B preferred stock. As KANAB CORP. was acquired from the Company’s Chief Executive Officer and a company controlled
by the Company’s Chief Executive Office, the Company has accounted for the acquisition as an acquisition under common control,
recorded at cost. The historical value of the development costs at acquisition for the website design was $11,500. Although KANAB CORP.
has not generated any revenues, it has developed a website that is currently active and generating traffic. Subsequent to the acquisition,
additional expenses were incurred in further enhancing the Kanab.Club website. We have decided to reskin the site for mainstream social
media under the brand “Goccha!” and exit the cannabis information market.



The
following summarizes the acquired intangible assets:



|                         |  | October 31, |         |   | July 31, |  
|------------------------ |  | ----------- | ------- | - | -------- | -
|                         |  | 2023        |         |   | 2023     |  
|Intangible assets        |  | $           | 23,800  |   |          | $
|Accumulated amortization |  |             | (10,352 | ) |          |  
|                         |  | $           | 13,448  |   |          | $



Note
5 - INVESTMENTS



On
June 12, 2023, the Company purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC)
by issuing FOMO WORLDWIDE, INC. 1,680,000 Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the
as if converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At October 31
and July 31, 2023, the value of the investment in PTOP was $21,000.



Note
6 – LOANS PAYABLE DUE TO RELATED PARTIES



On
June 28, 2021, the Company received a loan of $25,000 from FOMO WORLWIDE, INC. (“FOMO”), a related party. At October 31,
2023 and 2022, the loan balance was $$45,319 and $38,290, respectively . The convertible note for FOMO WORLDWIDE, INC. converts
at a price of 30% of the average of the two lowest trading prices for the twenty (20) days prior to and including the date of notice
of conversion. The number of shares that the loan can be converted into depends on the trading price at the time of conversion. The convertible
note was originally due on December 25, 2021. This maturity has been extended, most recently on October 10, 2022, to December 31, 2023
and FOMO waived all default provisions under section 8 (a) through (n). All other provisions of the loan remain in effect.



On
May 10, 2023, the Company sold 100% of KANAB CORP. from Himalaya for partial forgiveness of $17,017 loaned to the business on June 28,
2021 and as amended on November 9, 2021 and September 1, 2022. The transaction was subsequently unwound on June 15, 2023 thereby returning
100% of KANAB CORP. to the Company. The loan reduction remained, and the Company issued 100,000 Series B Preferred stock for the return
of KANAB CORP.



12







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



Note
7 - CONVERTIBLE NOTE PAYABLES



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



|Lender                    |  | Origination |         |  | Maturity |  |         | October 31, 2022 |  |   | October 31, 2023 |  |  | Interest |        
|------------------------- |  | ----------- | ------- |  | -------- |  | ------- | ---------------- |  | - | ---------------- |  |  | -------- | -------
|                          |  |             |         |  |          |  |         |                  |  |   |                  |  |  |          |        
|GS Capital Partners LLC   |  |             | 6/29/21 |  |          |  | 6/29/22 |                  |  | $ | 151,500          |  |  | $        | 145,500
|1800 Diagonal Lending LLC |  |             | 8/15/22 |  |          |  | 8/15/23 |                  |  |   | 39,250           |  |  |          | 8,600  
|                          |  |             |         |  |          |  |         |                  |  |   | 190,750          |  |  |          | 154,100
|Unamortized discount      |  |             |         |  |          |  |         |                  |  |   | -                |  |  |          | -      
|                          |  |             |         |  |          |  |         |                  |  | $ | 190,750          |  |  | $        | 154,100



The
convertible note for GS Capital Partners LLC converts at a price of 60% of the lowest trading price for the twenty (20) days prior to
and including the date of notice of conversion. The number of shares that the loan can be converted into depends on the trading price
at the time of conversion. At October 31, 2023, the note theoretically would convert into 404,166,667 common shares.



On
August 15, 2022, the Company entered into a convertible note agreement 1800 Diagonal Lending LLC for $39,250, due on August 15, 2023
and bearing interest at 8%. The convertible note is convertible at 61% multiplied by the lowest trading price for the common stock during
the ten-trading day period ending on the latest complete trading day prior to the conversion date. At October 31, 2023, the note theoretically
would convert into 23,497,268 common shares.



In
connection with the convertible note with 1800 Diagonal Lending LLC, the note contained an original issue discount (“OID”)
of $4,250. At October 31, 2023, this discount was fully amortized.



During
the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common
stock.



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



| |   | July
    31,2023                    |  | July
    31, 2023                  
| | - | ----------------------------------- |  | -----------------------------------
| |   |                                     |  |                                    
| | ● | Volatility:
    333% - 339%         |  | Volatility:
    333%               
| |   |                                     |  |                                    
| | ● | Risk
    free rate of return: 5.40% |  | Risk
    free rate of return: 5.40%
| |   |                                     |  |                                    
| | ● | Expected
    term: 1 year           |  | Expected
    term: 1 year          



Note
8 – INCOME TAXES



The
Company did not file its federal tax returns for fiscal years from 2012 through 2022. Management at year-end 2023 and 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 October 31, and July 31, 2023 will not be fully realizable.



13







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



Note
9 – STOCKHOLDERS ‘EQUITY



Common
Stock



During
the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common
stock.



Preferred
Stock



The
preferred shares are in three classes:



| | ● | Class
    A shares which, 130,000,000 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 and July 31, 2023, there were 9,398,371 and 8,457,777 shares issued and outstanding which equates
    into 469,918,550 and 422,888,850 votes, respectively.                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Class
    B shares, 20,000,000 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 October 31 and July 31, 2023, there were 518,730 and 518,730 shares issued and outstanding which
    equates into 518,730,000 and 518,730,000 votes, respectively.                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Class
    C shares, 1,000,000 authorized, which are convertible into 1 share of common shares for each share. These shares have voting rights
    of 100,000 votes per share. At October 31 and July 31, 2023, 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 the Company CEO. There are 99,000,000
    shares of preferred shares authorized that have not been assigned a class at this time for future requirements.



During
the three months ended October 31, 2023, the Company issued 940,594 shares of Class A Preferred Stock to the Company’s CEO for
the conversion of accrued compensation of $30,000.



During
the three months ended October 31, 2022, the Company issued 9,090 shares of Class B Preferred Stock to the Company’s CEO for the
conversion of accrued compensation of $40,000.



Common
Stock



The
Company has 1,000,000,000 shares of common stock authorized, and 205,791,975 and 186,878,572 issued and outstanding at Oct 31, 2023
and July 31, 2023, respectively.



During
the three months ended October 31, 2023, third-party lenders converted $8,100 of principal and interest into 18,913,403 shares of common
stock.



Warrants



On
June 22, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO CORP. as a deposit
for the purchase of KANAB CORP. The warrants were canceled and reissued during the year ended July 31, 2023 and exercised by FOMO CORP.
for 10,000,000 Series A Preferred shares.



On
June 29, 2021, the Company issued 15,000,000 warrants to GS Capital Group as part of the convertible debenture financing to fund operations.
These warrants have a three-year expiration and a strike price of $0.01



On
June 28, 2021, the Company issued 50,000,000 warrants with a five-year expiration and $.0001 exercise price to FOMO Advisors LLC for
future advisory services. The warrants were exercised during the year ended July 31, 2023 by FOMO CORP. for 10,000,000 Series A Preferred
shares.



14







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



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.



These
FOMO Advisors LLC warrants were valued at $450,000 and are being recognized over the life of the agreement. During the three months ended October
31, 2023, the Company was notified that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of
unrecognized expense relating to these warrants.



During
the quarter ended April 30, 2023, FOMO Advisors, LLC exercised 100,000,000 warrants to purchase two million (2,000,000) Series A Preferred
shares of the Company which convert 1-50 into common stock and vote on an as converted basis. For the purchase, FOMO used $10,000 consideration
of its credit line made available to us since June 2021.During the three months ended October 31, 2023, the Company was notified by the
Secretary of State of Wyoming that FOMO Advisors, LLC ceased operations. As such, the Company recognized the remaining $260,384 of unrecognized
expense relating to these warrants.



The
following are the assumptions utilized in valuing the warrants:



|Volatility     |  |  | 465     | %
|-------------- |  |  | ------- | -
|Expected life  |  |  | 5 years |  
|Risk free rate |  |  | 3       | %
|Dividend yield |  |  | 0       | %



The
following table sets forth common share purchase warrants outstanding as of October 31 and July 31, 2023:



|                              |  |          |             |   | Weighted Average |   |        | Intrinsic | 
|----------------------------- |  | -------- | ----------- | - | ---------------- | - | ------ | --------- | 
|                              |  | Warrants |             |   | Exercise Price   |   |        | Value     | 
|Outstanding, July 31, 2022    |  |          | 65,000,000  |   |                  |   | 0.0024 |           | 
|                              |  |          |             |   |                  |   |        |           | 
|Warrants granted              |  |          | -           |   |                  |   | -      |           | 
|Warrants exercised            |  |          | (50,000,000 | ) |                  |   | -      |           | 
|Warrants forfeited            |  |          | -           |   |                  |   | -      |           | 
|                              |  |          |             |   |                  |   |        |           | 
|Outstanding, July 31, 2023    |  |          | 15,000,000  |   |                  |   | 0.01   |           | 
|                              |  |          |             |   |                  |   |        |           | 
|Warrants granted              |  |          | -           |   |                  |   | -      |           | 
|Warrants exercised            |  |          | -           |   |                  |   | -      |           | 
|Warrants forfeited            |  |          | -           |   |                  |   | -      |           | 
|                              |  |          |             |   |                  |   |        |           | 
|Outstanding, October 31, 2023 |  |          | 15,000,000  |   |                  | $ | 0.01   |           | 



Note
10 – COMMITMENTS AND CONTINGENCIES



On
August 1, 2021, the Board of Directors approved compensation to Vikram Grover CEO of $10,000 per month, broken down as $2,500 cash $7,500
stock if the Company is not SEC current, and $5,000 cash $5,000 stock when brought SEC current. Mr. Grover can elect to take the entire
amount in Series B Preferred shares priced off the 20-day moving average closing bid price of HMLA common stock (1-1000 ratio) upon written
notice at any time.



15







Himalaya
Technologies, Inc.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER
31, 2023 AND 2022

(UNAUDITED)



During
the three months ended October 31, 2023, the Company accrued $30,000 in compensation expense under this agreement and converted $30,000
in accrued compensation into 940,594 shares of Class A preferred stock.



During
the three months ended October 31, 2022, the Company accrued $30,000 in compensation expense under this agreement and converted $40,000
in accrued compensation into 9,090 shares of Class B preferred stock.



Note
11 – SUBSEQUENT EVENTS



On
November 3, 2023, a third-party lender converted $3,100.00 of principal amount into 10,000,000 shares of our common stock.



On
November 7, 2023, we launched an indoor agriculture division called “Infood Technologies, Inc.” and, on or around that time,
filed a fictitious name (i.e., “doing business as” or “d/b/a”) in the Commonwealth of Pennsylvania. As part of
the offering, we have signed reseller agreements with Nelson & Pade, Inc., a provider of aquaponics systems and content, and Vertical
Crop Consultant, Inc., a provider of shipping container based farming solutions under “CropBox” and indoor farming services
and support.



On
November 16, 2023, a third-party lender converted $4,500.00 of principal amount into 10,465,116 shares of our common stock.



On
December 13, 2023, our CEO Vikram Grover converted $5,000 of accrued compensation into 142,857 Series A Preferred shares.



On
December 19, 2023, our CEO Vikram Grover converted $1,000 of accrued compensation into 22,222 Series A Preferred shares.



16







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



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



Plan
of Operations



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



At
October 31, 2023, the Company had one wholly owned subsidiary, KANAB CORP. The Company had one investment, Peer to Peer Network, Inc. (PTOP.)



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



On
November 28, 2021 we executed a 19.9% stock purchase with GenBio, Inc. (“GenBio”; https://www.genbioinc.com/) a provider
of nutraceutical products and services based on proprietary biotechnology that fight inflammation and high blood pressure. We issued
99,686 series B Preferred shares of stock for 2,036,188 common shares of GenBio, Inc., representing 19.9% ownership. Based on a stock
price at closing of .0019 and 99,685,794 common stock equivalents, this valued the investment at $189,749. On May 16, 2023, we unwound
our investment in GenBio, and subsequently received back 99,686 series B Preferred shares of stock.



On
January 1, 2022, the Company executed a 19.9% stock purchase with The Agrarian Group LLC (“TAG”; http://www.theagrariangroup.com/),
a provider of digital intelligence “AgtechDi” software designed from its granted patents to optimize the food supply chain
by increasing food safety and profitability for growers who operate vertical farms, greenhouses, converted shipping containers, and other
forms of controlled environment agriculture. TAG is focusing its technology on the broad produce market, but in the future may offer
it to cannabis cultivators. TAG is a software platform and will never touch the cannabis plant, eliminating regulatory risk, in our view.
Under the Investment Agreement, we issued TAG 99,686 Series B Preferred shares in exchange for 1,242,000 Class A Membership units of
TAG. Based on a stock price at closing of .0012 and 99,868,000 common stock equivalents, this values the investment at $119,841. On April
3, 2023, we unwound our investment in TAG, and received back 99,686 series B Preferred shares of stock.



On
June 12, 2023, we purchased 210,000,000 common shares of Peer-to-Peer Network (OTC: PTOP) from FOMO WORLDWIDE, INC. (OTC: FOMC) by issuing
FOMO WORLDWIDE, INC. 1,680,000 of our Series A Preferred shares. The fair value of the PTOP shares received was $63,000, and the as if
converted value of our Series A Preferred shares was $100,800. A loss of $37,800 was thus recorded on acquisition. At July 31, 2023,
the value of the investment in PTOP was $21,000.



Our
business plan included completing our social site Kanab.Club targeting health and wellness , generating revenues from advertising and
subscriptions, incorporating social media site into the site, and marketing our planned social sites including Goccha.net and Yinzworldwide.com.



17







The
Company’s shareholder voting control is effectively controlled by its chairman and CEO, Vikram Grover, due to his ownership of
(i) all 1,000,000 of the outstanding shares of the Company’s Series C Preferred Stock which has voting power of 100,000 votes per
share, (ii) 4,777,777 shares of the Company’s Series A Preferred Stock directly (31.9% of that class’s outstanding shares)
and 2,000,000 shares of the Company’s Series A Preferred Stock indirectly through a Company he controls (27.4%) which have 50 votes
per share. and (iii) 247,094 shares of the Company’s Series B Preferred Stock directly (31.9% of that class’s outstanding
shares) and 250,000 shares of the Company’s Series B Preferred Stock indirectly through a Company he controls (27.4%) which have
1,000 votes per share. With this voting power, Mr. Grover can determine the outcome of any matter put to a shareholder vote including
taking corporate actions by shareholder consent.



Costs
and Resources



Himalaya
Technologies, Inc. is currently pursuing additional funding resources that will potentially enable it to maintain its current and planned
operations through the next 12 months. The Company anticipates that it will need to raise additional capital in order to sustain and
grow its operations over the next few years. To the extent that the Company’s capital resources are insufficient to meet current
or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements
with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing
shareholders. As of October 31, 2023, the Company had no current arrangements with respect to, or sources of, such additional financing
and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing
requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available
on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures
for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the
Company.



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



Results
of Operation for the Three Months Ended October 31, 2023 and 2022



Revenues.During the three months ended October 31, 2023 and 2022, the Company had no revenues.



Cost
of Revenues. During the three months ended October 31, 2023 and 2022, the Company had no cost of revenues.



Operating
Expenses.During the three months ended October 31, 2023, the Company incurred operating expenses of $295,920 consisting primarily
of non-cash stock based compensation of $260,384. During the three months ended October 31, 2022, the Company incurred operating expenses
of $81,717 consisting primarily of stock based compensation and compensation expense.



Other
Income (Expenses). During the three months ended October 31, 2023, the Company recognized other income of $194,506 consisting of
interest expense, derivative liability gains and other income. During the three months ended October 31, 2022, the Company incurred other
loss of $101,626 consisting of interest expense, derivative liability gains, and other income.



Net
Losses. As a result of the above, the Company recognized a net loss of $101,513 for the three months ended October 31, 2023, as compared
to a net loss of $183,343 for the three months ended October 31, 2022.



Liquidity
and Capital Resources



We
have incurred losses since the inception of our business and as of October 31, 2023 we had an accumulated deficit of $8,738,764. As of
October 31, 2023, the Company had cash balance of $235 and negative working capital of $933,038.



To
date, we have funded our operations through short-term debt and equity financing. During the three months ended October 31, 2023, the
Company received $4,162 in related party lending.



18







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



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



Delinquent
Loans



Our
third-party loan of $145,500 from GS Capital Partners funded in June 2021 is currently in default, though we have not been given a notice
of such by the lender and are in negotiations to satisfy the obligation amicably.



Off-balance
Sheet Arrangements



None



Item
3. Quantitative and Qualitative Disclosures about Market Risk



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



Item
4. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



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



Changes
in Internal Control over Financial Reporting



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



19







PART
II — OTHER INFORMATION



Item
1. Legal Proceedings.



We
have been named in a business lawsuit by Swift Funding Source Inc. seeking monies owed, fees and penalties of $149,837.85 in the State
of New York. We did not receive any funds from this third party provider of cash advances and intend to file to vacate the judgment if
the third party attempts legal action in the State of Nevada where we are incorporated.



Item
1A. Risk Factors.



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



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



None.



Item
3. Defaults Upon Senior Securities.



None.



Item
4. Mine Safety Disclosures.



Not
applicable.



Item
5. Other Information.



None





20







Item
6. Exhibits.



| | (a) | Exhibits.
| | --- | ---------



|Exhibit
    No. |  | Description                                                                                                                                                                                    
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                
|2.1**           |  | Articles of Incorporation.                                                                                                                                                                     
|                |  |                                                                                                                                                                                                
|2.2**           |  | Amendment to Articles of Incorporation                                                                                                                                                         
|                |  |                                                                                                                                                                                                
|2.3**           |  | Amendment to Articles of Incorporation                                                                                                                                                         
|                |  |                                                                                                                                                                                                
|2.4**           |  | By-laws                                                                                                                                                                                        
|                |  |                                                                                                                                                                                                
|2.5*            |  | Certificate of Designation Preferred A Convertible Stock                                                                                                                                       
|                |  |                                                                                                                                                                                                
|2.6*            |  | Certificate of Designation Preferred B Convertible Stock                                                                                                                                       
|                |  |                                                                                                                                                                                                
|2.7*            |  | Certificate of Designation Preferred C Convertible Stock                                                                                                                                       
|                |  |                                                                                                                                                                                                
|6.1***          |  | Himalaya Technologies Sprecher Beverage Brewing Company Co-pack Agreement                                                                                                                      
|                |  |                                                                                                                                                                                                
|6.2****         |  | Brokerwebs Statement of Work – Stock Chat Room for Kanab Club                                                                                                                                  
|                |  |                                                                                                                                                                                                
|6.3*****        |  | GS Capital Partners Loan Document June 29, 2021                                                                                                                                                
|                |  |                                                                                                                                                                                                
|31.1            |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
|                |  |                                                                                                                                                                                                
|32.1            |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         
|                |  |                                                                                                                                                                                                
|101.INS         |  | Inline
    XBRL Instance Document                                                                                                                                                              
|                |  |                                                                                                                                                                                                
|101.SCH         |  | Inline
    XBRL Taxonomy Extension Schema Document                                                                                                                                             
|                |  |                                                                                                                                                                                                
|101.CAL         |  | Inline
    XBRL Taxonomy Extension Calculation Link base Document                                                                                                                              
|                |  |                                                                                                                                                                                                
|101.DEF         |  | Inline
    XBRL Taxonomy Extension Definition Link base Document                                                                                                                               
|                |  |                                                                                                                                                                                                
|101.LAB         |  | Inline
    XBRL Taxonomy Extension Label Link base Document                                                                                                                                    
|                |  |                                                                                                                                                                                                
|101.PRE         |  | Inline
    XBRL Taxonomy Extension Presentation Link base Document                                                                                                                             
|                |  |                                                                                                                                                                                                
|104             |  | Cover
    Page Interactive Data File (embedded within the Inline XBRL document)                                                                                                                



*Incorporated
by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282



**
Incorporated by Reference to the exhibits to the Registrant’s Form 10-12G, filed January 18, 2022 File Number 000-55282. Incorporated
by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501.
Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file
number 333-147501.



***
Incorporated by Reference to the exhibit to the Registrant’s Form 8-K/A filed June 1, 2022.



****
Incorporated by Reference to the exhibit to the Registrant’s Form 8-K filed August 22, 2022



*****Incorporated
by Reference to exhibit 10.1 to the Registrant’s Form 8-K filed July 6, 2021.



******
Incorporated by Reference to exhibit 10.1 to the Registrant’s Form 8-K/A filed November 2, 2022.



21







SIGNATURES



In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                            | Himalaya
    Technologies, Inc.                 
|--------------------------- | ------------------------------------------------
|                            |                                                 
|Date:
    December 20, 2023 | /s/
    Vikram Grover                           
|                            | Vikram
    Grover, President                    
|                            | (Principal
    Executive Officer)               
|                            |                                                 
|Date:
    December 20, 2023 | /s/
    Vikram Grover                           
|                            | Vikram
    Grover, Chief Financial Officer      
|                            | (Principal
    Financial and Accounting Officer)



22