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Form 8-K/A HIMALAYA TECHNOLOGIES, For: Oct 28

November 28, 2022 6:07 AM EST

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0001409624 true Amendment No. 1 0001409624 2022-10-28 2022-10-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 28, 2022

 

HIMALAYA TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

 

nevada   000-55282   26-0841675

(State or other authority

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

1 E Erie St, Ste 525 Unit #2420, Chicago, IL 60611

(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

 

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

 

 

 

 

 

 

Himalaya Technologies, Inc. p/k/a Homeland Resources Ltd. is referred to herein as “Himalaya”, “we”, “us”, or “the Company”.

 

Background

 

This Amendment to Form 8-K filed November 1, 2022 notifies investors of an amendment to the executed purchase agreement for a training and compliance software provider. The transaction’s closing deadline has been extended to January 15, 2023 and minimum earn-outs of $35,000 in 2023 and 2024 have been reallocated to purchase price consideration in the form of seller notes.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 28, 2022, we signed a purchase agreement to acquire the assets of a training software provider based in the Midwest and founded in 1980 (the “Target”) that creates customized training programs for its clients. The Target specializes in helping companies in various agricultural sectors as well as food manufacturers and processors. Primary markets for the Target include the following: 1) Ag crop inputs manufactures and distributors: crop inputs, seed, and equipment, and 2) Ag Retailers: cooperatives and private/public owned retail ag companies. Secondary markets for the Target include the following: 1) Animal Health and nutrition (AH) manufactures and distributors, and 2) Food manufacturers/processors.

 

Over the past few years, the Target generated annual revenues of several hundred thousand dollars primarily in the agriculture and food markets. We plan on expanding to multiple additional industry verticals including manufacturing, health, and education. We are in discussions with our minority investment, The Agrarian Group LLC, to expand the Target to the local grow and micro cultivation market, and with FOMO CORP’s subsidiary, SMARTSolution Technologies L.P., to expand the business into the K12 and post-secondary education market and across SST’s core region of Western Pennsylvania, Eastern Ohio, and West Virginia.

 

Total agreed purchase price for the business is $265,000, including $120,000 cash due on closing by January 15, 2023 (extension), promissory notes of $70,000 due January 15, 2023 and $75,000 due January 1, 2024. The parties have also agreed to a performance based earnout of up to $15,000.

 

There are no assurances that we will be able to finance the transaction given current market conditions or under the agreed timeline. The names of the Target and its service providers for the transaction and annual and YTD revenues for 2020-2021-2022 have been redacted under the terms of a mutually signed non-disclosure (“NDA”) agreement but will be disclosed upon seller’s approval in a planned amendment to our Form 1-A/A filing on November 2, 2022.

 

Item 8.01 Other Events.

 

A press release with additional disclosures and information on the planned transaction is attached herein as Exhibit 10.1.

 

Item 9.01. Exhibits

 

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.   Description
10.1   Himalaya Announces Training Software Provider Acquisition Press Release - November 2, 2022*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Incorporated by reference to Form 8-K filed November 2, 2022.

 

 

 

 

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: November 28, 2022 By: /s/ Vikram Grover
    Vikram Grover
    Chief Executive Officer

 

 

 

 

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