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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 24, 2023
HIMALAYA
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its Charter)
| nevada |
|
000-55282 |
|
26-0841675 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
831
W North Ave., Pittsburgh, PA 15233
(Address
of principal executive offices)
(630)
708-0750
(Registrant’s
Telephone Number)
(Former
name or address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common |
|
HMLA |
|
OTC
Pink Current |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒
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
Background.
This
First Amendment to Form 8-K filed May 25, 2023 correctly states the Company’s current corporate address on the cover page and provides
investors a copy of our press release notifying investors of our failed business plans due to FINRA’s refusal to approve our shareholder
action filed with the Secretary of State of Nevada on June 28, 2021 and
with FINRA on or around April 19, 2022. A copy of the press release is included herein as Exhibit 99.1.
Himalaya
Technologies, Inc. previously known as Homeland Resources Ltd. is referred to herein as “Himalaya”, “we”, “us”,
or “the Company”.
Item
8.01 Other Events.
On
May 24, 2023, Himalaya Technologies, Inc. notified its creditors, auditors, financial advisors and Transfer Agent that the Company does
not have funding in place to continue SEC reporting and therefore expects to be delisted to the OTC Expert Market on or around June 16,
2023. Our inability to fund our operations is due to FINRA’s inexplicable refusal to approve shareholder actions for a name change,
share increases and creation of new classes of stock, despite management’s provision to FINRA of hundreds of pages of SEC and state
filings, legal documents, resolutions, affidavits, explanations, conference call transcripts, and other exhibits.
The
compendium of information provided to FINRA over thirteen (13) months in hundreds of emails includes numerous SEC filings of Form 10-12G
and Forms 10-12G/A-1-2-3-4 qualified by the SEC on April 6, 2022, a Form 10-K, numerous Forms 10-Q, a Form 1A, Forms 1A/A-1-2-3-4-5-6-7-8,
a Form 1A/A-W withdrawal after our Tier 2 Reg A+ offering was previously qualified by the SEC, and multiple Forms 8-K for material information
disclosure. In total, these SEC filings along with the provision of all Secretary of State filings since we were incorporated nearly
20 years ago on or around July 8, 2003 in Nevada, in management’s opinion, overwhelmingly support information needed by any reasonable
body, agency, Court of Law, or man or woman of any jury, or council to consider and approve our shareholder action filed on June 28,
2021 and approved and stamped by the Secretary of State of Nevada on June 30, 2021.
Our
shareholder action included approval of a name change to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.”,
an increase in our authorized common shares to one billion from 100,000,000, an increase in authorized Series A Preferred shares to 130,000,000
from 10,000,000, the creations of a new class of Series B preferred shares and a new class of Series C preferred shares and supporting
conversion and voting terms for the Preferred A-B-C classes. We had certain shareholder action filing deficiencies noted by FINRA which
we have cured; however, FINRA is challenging our management team’s and prior management’s authority to act as Officers, requesting
immaterial resolutions and explanations that our state and federal filings and management affidavits under penalty of felony perjury
overwhelmingly address, in our view.
FINRA
inexplicably will not recognize the rules of business law in the State of Nevada where we are incorporated, the filings and implied consent
of our actions by the SEC whom it reports to, and even the 14th Amendment of the Constitution of the United States allowing
citizens to obtain lawful employment and achieve prosperity free from government interference.
Against
this backdrop, we are preparing to delist our common stock to the OTC Expert Market by unwinding all corporate actions taken since June
2021. Meanwhile, we are interviewing law firms to pursue legal action against FINRA for the irreparable damage it has caused our shareholders,
creditors, former business partners, acquisitions, minority investments, and affiliates. There are no assurances we will be successful
in continuing our business in any fashion, or that we will successfully resolve any future potential legal action against FINRA or other
related government agencies responsible for reviewing OTC Corporate Actions and FINRA itself.
Item
9.01. Exhibits
(a)
Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
HIMALAYA
TECHNOLOGIES, INC. |
| |
|
| Date:
May 25, 2023 |
By: |
/s/
Vikram Grover |
| |
|
Vikram
Grover |
| |
|
Chief
Executive Officer |
Exhibit
99.1
HIMALAYA
TECHNOLOGIES NOTIFIES INVESTORS OF PLANNED DELISTING; MULLS LAWSUIT AGAINST FINRA
Pittsburgh,
PA, May 25, 2023 – Himalaya Technologies, Inc. (OTC: HMLA) is herein providing an update to investors and creditors, also filed
via Form 8-K on the SEC’s EDGAR system, regarding its liquidity, listing status with OTC Markets, and incomplete corporate actions
review process with FINRA. Investors are cautioned to evaluate the Company’s full set of SEC filings and news releases to make
an informed evaluation of the Company’s securities:
Form
8-K Filed with the SEC’s EDGAR System – May 25, 2023
On
May 24, 2023, Himalaya Technologies, Inc. notified its creditors, auditors, financial advisors and Transfer Agent that the Company does
not have funding in place to continue SEC reporting and therefore expects to be delisted to the OTC Expert Market on or around June 16,
2023. Our inability to fund our operations is due to FINRA’s inexplicable refusal to approve shareholder actions for a name change,
share increases and creation of new classes of stock, despite management’s provision to FINRA of hundreds of pages of SEC and state
filings, legal documents, resolutions, affidavits, explanations, conference call transcripts, and other exhibits.
The
compendium of information provided to FINRA over thirteen (13) months in hundreds of emails includes numerous SEC filings of Form 10-12G
and Forms 10-12G/A-1-2-3-4 qualified by the SEC on April 6, 2022, a Form 10-K, numerous Forms 10-Q, a Form 1A, Forms 1A/A-1-2-3-4-5-6-7-8,
a Form 1A/A-W withdrawal after our Tier 2 Reg A+ offering was previously qualified by the SEC, and multiple Forms 8-K for material information
disclosure. In total, these SEC filings along with the provision of all Secretary of State filings since we were incorporated nearly
20 years ago on or around July 8, 2003 in Nevada, in management’s opinion, overwhelmingly support information needed by any reasonable
body, agency, Court of Law, or man or woman of any jury, or council to consider and approve our shareholder action filed on June 28,
2021 and approved and stamped by the Secretary of State of Nevada on June 30, 2021.
Our
shareholder action included approval of a name change to “Himalaya Technologies, Inc.” from “Homeland Resources Ltd.”,
an increase in our authorized common shares to one billion from 100,000,000, an increase in authorized Series A Preferred shares to 130,000,000
from 10,000,000, the creations of a new class of Series B preferred shares and a new class of Series C preferred shares and supporting
conversion and voting terms for the Preferred A-B-C classes. We had certain shareholder action filing deficiencies noted by FINRA which
we have cured; however, FINRA is challenging our management team’s and prior management’s authority to act as Officers, requesting
immaterial resolutions and explanations that our state and federal filings and management affidavits under penalty of felony perjury
overwhelmingly address, in our view.
FINRA
inexplicably will not recognize the rules of business law in the State of Nevada where we are incorporated, the filings and implied consent
of our actions by the SEC whom it reports to, and even the 14th Amendment of the Constitution of the United States allowing citizens
to obtain lawful employment and achieve prosperity free from government interference.
Against
this backdrop, management is preparing to delist the Company’s common stock to the OTC Expert Market by unwinding all corporate
actions taken since June 2021. Meanwhile, we are interviewing law firms to pursue legal action against FINRA for the irreparable damage
it has caused our shareholders, creditors, former business partners, acquisitions, minority investments, and affiliates.
There
are no assurances Himalaya will be successful in continuing its business in any fashion, or that we will successfully resolve any future
potential legal action against FINRA or other related government agencies responsible for reviewing OTC Corporate Actions and FINRA itself.
Interested parties should contact the Company at its investor relations email listed below.
About
Himalaya Technologies, Inc.
Himalaya
Technologies, Inc. (https://www.himalayatechnologies.com/) is a publicly traded entity (OTC: HMLA) focusing on minority and majority
investments in businesses seeking access to growth capital to fulfill their own business plans and create value for their stakeholders
and the Company’s debt and equity investors.
Forward
Looking Statements:
Statements
in this press release about our future expectations, including without limitation, the likelihood that Himalaya Technologies, Inc. will
be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to Himalaya’s stockholders,
and leverage capital markets to execute its growth strategy, constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private
Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time,
and our actual results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions
to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence
of unanticipated events, except as required by law. Himalaya’s business strategy described in this press release is subject to
innumerable risks, most significantly, whether the Company is successful in securing adequate financing. No information in this press
release should be construed in any form shape or manner as an indication of the Company’s future revenues, financial condition,
or stock price, nor is it a solicitation for investment.
Investor
Contact:
Investor
Relations
(630) 708-0750
IR@himalayatechnologies.com