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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K/A

(Amendment No. 4)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 20, 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.)

 

625 Stanwix St. #2504, Pittsburgh, PA 15222

(Address of principal executive offices)

 

(347) 323-9581

(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

 

 

 

 
 

 

Background.

 

This Fourth Amendment to Form 8-K filed December 26, 2023 provides investors with a press release we issued for our plans to launch an EVEREST token with a third-party vendor, which is included herein as Exhibit 99.2.

 

Himalaya Technologies, Inc. is referred to herein as “Himalaya”, “we”, “us”, or “the Company”.

 

Item 7.01 Regulation FD Disclosure.

 

We have received a proposal from a third party to acquire their Web3 technologies, Web3 marketing tech, crypto tokens, a merchant crypto ecosystem, a crypto influencer platform, a crypto exchange for luxury goods, and other crypto assets. The seller proposes to run the crypto businesses for us in return for monthly cash payments of $50,000, a $2.5 million convertible note, 23 million restricted common shares with piggyback registration rights, and a royalty on revenues. Further, the third party proposes to formulate, label, and offer a health drink under the “FOMO” trademark which is under notice of allowance with the USPTO and owned by our affiliate FOMO WORLDWIDE, INC. and under negotiation to be acquired by us or assigned to us for a royalty. The proposal is under due diligence and being reviewed by counsel to our CEO Vikram Grover. There are no assurances a transaction will be financed or consummated.

 

Item 8.01 Other Events.

 

On December 20, 2023, our CEO Vikram Grover was notified that he won a default judgment of $57,903,750.00 not including sought treble damages and legal fees for Case No.: 1:21−cv−05054 in the United States District Court for the Northern District of Illinois Eastern Division. The initial complaint, filed on or around September 3, 2021, is Vikram Grover v. Net Savings Link, Inc., Wilton Group, Limited, Wilton UK (Group), LTD, Wilton Group, Limited, China Food and Beverage Co., and James Tilton.

 

Mr. Grover, who is our control shareholder, has agreed to enforce the judgment and seek control of the defendants’ public companies Net Savings Link, Inc. and China Food and Beverage Co. (OTC: NSAV & OTC: CHIF) and obtain their crypto businesses, fintech investments and beverage operations, and combine them with our corporation.

 

Summary of Investments and Assets of Net Savings Link, Inc. as per OTC Markets:

 

https://www.otcmarkets.com/otcapi/company/financial-report/388998/content

 

On February 28, 2021, NSAV entered into a definitive share purchase agreement with Virtuabroker Ltd., a company incorporated under the laws of England, to acquire 10% of the shares of Virtuabroker Ltd., in exchange for a cash payment of sixty thousand and sixty U.S. Dollars ($60,060.00).

 

 
 

 

On March 6, 2021, NSAV entered into a definitive agreement with an affiliated party, TG Private Equity Inc., to acquire a 25% stake in SBCDF Investment, Inc. The purchase price for the acquisition was 500 million restricted Series Preferred B shares. NSAV retains an option to purchase an additional 25% under the same terms. On April 9, 2021, NSAV notified TG Private Equity Inc. that it would exercise said option.

 

On April 6, 2021, NSAV entered into a definitive share purchase agreement with Eminaich LLC., a Wyoming limited liability company, to acquire a 20% stake in a startup ridesharing platform, Rydehails LLC, a Wyoming limited liability company. The purchase price for the acquisition was 31,928,481 restricted Series B Preferred Shares. NSAV retains an option to purchase an additional 10% stake in Rydehails LLC for two million U.S. Dollars ($2,000,000.00).

 

On August 5, 2021, NSAV entered into a definitive agreement with an affiliated party, TG Private Equity Inc., to acquire a 40% stake in Super Chain Capital Ltd., a company incorporated under the laws of Hong Kong. Super Chain Capital Ltd. owns and operates the premium OTC cryptocurrency trading desk, www.HKOTC.co , which is also based in Hong Kong. The purchase price for the acquisition was thirty thousand U.S. Dollars ($30,000.00) in cash and eight million U.S. Dollars ($8,000,000.00) of restricted Series B Preferred Shares.

 

On October 21, 2021, NSAV entered into a Letter of Intent (“LOI”) to acquire a 51% stake in Bwang Group Limited, a company incorporated under the laws of Hong Kong. Bwang Group Limited owns and operates leading cryptocurrency exchange BW.com, www.BW.com. Due to a confidentiality agreement, additional terms were not disclosed.

 

On December 31, 2021, NSAV entered into a definitive agreement with an affiliated party, TG Private Equity Inc., to acquire a 5% stake in Singapore based Technicorum Holdings www.technicorum.com , with an option for an additional stake. Technicorum is a global investment and compliance company. According to Technicorum as cited on NSAV’s OTC Markets filings (above), their post-money valuation is $120 million. Technicorum is a consortium specializing in digital assets, with expertise in ICO’s, IEO’s and IDO’s, and over the past year, into DeFi and NFT’s, as well as recently, GameFi, SocialFi, and the Metaverse.

 

On January 17, 2022, NSAV entered into a definitive agreement with an affiliated party, TG Private Equity Inc., to acquire a 50% stake in Vagabond Technology Solutions, LLC. NSAV and Vagabond will together further develop and Market Vagabond’s already rapidly growing blockchain protocol https://vagabondapp.io/. The purchase price for the acquisition was one million U.S. Dollars ($1,000,000.00) of restricted Series B Preferred Shares.

 

 
 

 

On January 27, 2022, NSAV entered into a definitive agreement with an affiliated party, TG Private Equity Inc., to acquire a 10% stake in Metaverse Network LLC. (MNC) https://metaversenetwork.llc/ . MNC’s main asset is its ownership of leading cryptocurrency exchange, BQEX Ltd. https://bqex.ltd/ BQEX Exchange has over 4 million registered users. The purchase price for the acquisition was one hundred thousand U.S. Dollars ($100,000.00) in cash, twenty-five million U.S. Dollars ($25,000,000.00) of restricted Series B Preferred Shares and two hundred thousand U.S. Dollars ($200,000.00) of unrestricted common stock.

 

MNC’s additional holdings include 1) VAEX, a Centralized Cryptocurrency Exchange (CEX) regulated in Dubai. https://vaex.tech/en_US/. VAEX is one of the few Centralized Crypto Exchanges that connects Centralized with Decentralized Wallets. 2) Hive Codes Incorporation https://hive.codes/, the world’s first blockchain home mining device able to mine multiple tokens. 3) Jinbao NFT, based on Jackie Chan’s, “The Little Big Soldier” https://jinbaonft.com/. 4) The Awallet WEB3 Wallet platform, which has the capability to allow blockchain users to manage more than 100 different cryptocurrencies from their mobile device securely and efficiently.

 

On February 25, 2022, NSAV entered into a definitive agreement with an affiliated party, TG Private Equity Inc., to acquire a 50% stake in crypto mining company, HIVE Strategy LLC. The purchase price for the acquisition was forty thousand U.S. Dollars ($40,000.00) in cash and Five million U.S. Dollars ($5,000,000.00) of restricted Series B Preferred Shares.

 

On October 14, 2022, NSAV entered into an Agreement with Active World Holdings, Inc. (“AWH”) to issue preferred shares in exchange for 100% interest in AWC Exchange Inc., thereby owning 100% of www.awcexchange.com. In addition to the preferred shares, the Company agreed to pay AWH two hundred and fifty thousand U.S. Dollars ($250,000.00) and a consulting agreement for fifty thousand U.S. Dollars ($50,000.00) per month.

 

On December 20, 2022, NSAV completed the acquisition of the Centralized Cryptocurrency Incubator Exchange, www.awcexchange.com, from AWH for two million five hundred thousand U.S. Dollars ($2,500,000.00) payable over a one-year period.

 

On March 3, 2023, NSAV and AWH amended the 21 December 2022 Acquisition Agreement. NSAV and AWH will form a joint venture to develop and operate the AWC exchange. NSAV will invest two hundred and fifty thousand U.S. Dollars ($250,000) into the joint venture, in the form of a promissory note and the December 2022 promissory notes in the amount of two million five hundred thousand U.S. Dollars ($2,500,000.00) were cancelled.

 

On July 21, 2023, NSAV entered into a definitive share purchase agreement with Valiant Eagle, Inc., to acquire 40% of the shares of the state-of-the-art NFT Marketplace, FUNGY, for five hundred thousand U.S. Dollars, ($500,000.00), payable in the form of a one year promissory note, bearing an interest rate of 8% per annum.

 

Summary of Investments and Assets of China Food and Beverage Co. as per OTC Markets:

 

https://www.otcmarkets.com/otcapi/company/financial-report/388717/content

 

On May 16, 2021, CHIF signed a Letter of Intent (LOI) to acquire 80% of the shares of Moshn Life Tech Incorporated, a Canada corporation. Moshn Life Tech is an on-demand streaming fitness platform. The proposed purchase price is 8 million shares of the Company’s common stock, plus $50,000.00 in cash. The delay in the signing of the Definitive Acquisition Agreement and closing of the transaction was due to a substantial tax liability that the sellers of Moshn would incur in Canada by virtue of accepting shares in a U.S. public company. CHIF has been informed that the Canadian tax matter has been resolved successfully, therefore allowing the transaction to proceed.

 

On November 30, 2023, CHIF entered into an Agreement with Active World Holdings, Inc. (“AWH”) to acquire all of the rights, title and interest in Mad Hat Revive beverages. CHIF agreed to pay AWH one million U.S. dollars ($1,000,000.00) as consideration, which includes a five hundred thousand U.S. dollar ($500,000.00) one year secured promissory note, bearing an interest rate of 8% per annum.

 

NSAV and CHIF Assets To Be Identified and Independently Valued:

 

As part of the assignment and collection of these businesses, investments, and assets that currently have a market valuation of approximately $15 million with a previous peak market capitalization of several hundred million dollars, we intend to retain an independent valuation firm for audit purposes. Under U.S. GAAP, minority investments will be carried at allocated purchase price and held for investment purposes or held for sale depending on our analysis. We are currently in discussions for a go forward path for operations and financing of the NSAV cryptocurrency exchange @ https://www.nsavxtoken.com/. A senior representative of AWH and the NSAVx crypto exchange has contacted Mr. Grover since the release of the Court’s decision.

 

A copy of Mr. Grover’s original complaint and default judgment are included herein as Exhibits 10.1 and 10.2 and the Memorandum of Understanding between Mr. Grover and us is included herein as Exhibit 10.3.

 

EVEREST Token:

 

We have received a formal proposal from BOT LOGIC LABS, INC. to create, mint, and propagate a proprietary crypto token to be called “EVEREST and based on Ethereum. We intend to use EVEREST tokens for e-commerce in our social media platforms under development and as a utility token which we intend to dividend and offer to our shareholders. BOT indicates to us that the process will require several weeks to setup our wallet, propagate the coin, and add it to a centralized cryptocurrency exchange platform (“CEX”). The final draft Agreement subject to legal review and execution by Himalaya and BOT is included herein at Exhibit 10.4.

 

Item 9.01. Exhibits

 

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

 

Exhibit No.   Description
10.1   Vikram Grover v. Net Savings Link, Inc. et al. Initial Complaint – September 3, 2021*
10.2   Vikram Grover v. Net Savings Link, Inc. et al. Default Judgment – December 5, 2023*
10.3   Vikram Grover Himalaya Technologies, Inc. Memorandum of Understanding – December 25, 2023*
10.4   Himalaya Technologies, Inc. BOT LOGIC LABS, INC. Everest Token Proposal – January 1, 2024
99.1   Himalaya Technologies, Inc. Press Release – December 26, 2023*
99.2   Himalaya Technologies, Inc. Press release re: Everest Coin – January 2, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Incorporated by reference to Form 8-K filed December 26, 2023.

 

 
 

 

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: January 03, 2024 By: /s/ Vikram Grover
    Vikram Grover
    Chief Executive Officer

 

 

 

 

Exhibit 10.4

 

DEVELOPMENT AGREEMENT

 

THIS AGREEMENT is by and between BOT LOGIC LABS, INC., a Colorado S-Corporation (hereinafter referred to as “BOT”), whose business address is 8800 W. 116th Circle, Suite 7625 Broomfield CO 80021 and web address www.botlogiclabs.com (hereinafter referred to as “BOT”) and Himalaya Technologies, Inc. , a Nevada publicly traded company, whose address is 625 Stanwix St. #2504 Pittsburg, PA 15222 (hereinafter referred to as “HMLA” and “Parties”), dated and effective as of the last party to affix their signature below.

 

RECITALS:

 

WHEREAS BOT is the developer of the Active World Holdings portfolio of web based applications (“Website”), which uses ChatGPT4, as well as Solidity Smart Contracts to develop Web3, Web3.5 and Web4 DApps;

 

WHEREAS HMLA requires the creation of an Ethereum smart contract, token website and web3 integration for this smart contract into the HMLA digital ecosystem and wishes to engage BOT to perform this task; and

 

WHEREAS the parties wish to compensate BOT to perform these services in the following manner:

 

1.$50,000 total cash compensation

 

a.$5,000 due within one business day of signing of this agreement
b.$5,000 due within one business day of RegA funding
c.$10,000 due on delivery of the token to HMLA wallet
d.$10,000 due when the www.theeveresttoken.com website is approved and delivered to HMLA
e.$10,000 due when the EVEREST token is added to the Web3 on DiVinciPay
f.$10,000 due one business day before the EVEREST Uniswap Pool Launch

 

2.10% of the total token supply

 

a.Due immediately at the minting of the EVEREST token.

 

3.10% revenue share of online sales generated from token transactions

 

a.Begins when the Web3 is added via DiVinciPay

 

THEREFORE it is agreed as follows:

 

Article I. SERVICES TO BE PERFORMED BY BOT

 

BOT will create and mint the EVEREST solidity smart contract with the following tokenomics:

 

Name: The Everest Token

Symbol: EVEREST

Total Supply: 250,000,000

Decimals: 9

Reflections: None

Tax: None

Buy Side Tax: None

Sell Side Tax: None

Uniswap Pool Fee: .03

 

 
 

 

BOT will develop the EVEREST token website under the URL www.theeveresttoken.com which is currently held by BOT for HMLA. BOT will be responsible for all logo design as well as token graphic design for the project. HMLA will have final approval of all designs before they are published.

 

BOT will prepare the initial EVEREST pool on Uniswap. The pool will be paired with ETH and will be funded by HMLA. The pre-launch price will be .25 per token with a suggested pre-launch price of .10 per token.

 

BOT will integrate the EVEREST token within the DiVinciPay merchant platform so the token can be used a participating merchants, to pay for goods and services.

 

BOT will install DiVinciPay on the www.theeveresttoken.com website for Web3 functionality so customers can buy the EVEREST token and have it delivered to their Ethereum based wallet, without the need for human assistance.

 

Within 4 hours after the launch of the EVEREST pool on Uniswap, BOT will update the token information on www.dextools.io. This will instantly move the EVEREST token to above 50 on the trust scale and provide new potential buyers to the EVEREST token.

 

Article II. SERVICES PROVIDED BY HMLA

 

HMLA shall provide to BOT the $50,000 total cash compensation as defined above.

 

HMLA agrees that from the initial mint, 10% of the total token supply shall be sent to the BOT MetaMask wallet, 100,000,000 tokens shall be sent to the HMLA MetaMask wallet and the balance shall be used for Pre-Launch, Uniswap Pool and future CEX listing.

 

HMLA agrees to provide 10% revenue share of online sales generated from token transactions provided from EVEREST tokens on DiVinciPay.

 

In addition to the total cash compensation, HMLA shall provide a minimum of $35,000 for the initial EVEREST pool on Uniswap. These funds can be raised from either the RegA the company has on file or the pre-launch of the EVEREST token. These funds must be provided one business day before the Uniswap launch.

 

HMLA shall take no more than one business day to sign off on digital art and web design submitted by BOT.

 

 
 

 

Article III. Revenue Sharer’s Entitlement to other Revenue or Consideration

 

HMLA agrees to pay BOT a percentage of the gross revenue generated from the sites that support the EVEREST token.

 

Article IV. Independent Contributor

 

The parties agree that Revenue Sharer is an independent contributor of BOT and that all payments to Revenue Sharer will not be subject to any tax withholding or FICA or FUTA. Further, all payments paid to Revenue Sharer by BOT will be reported to Revenue Sharer on Form 1099 as Miscellaneous Income.

 

Revenue Sharer further agrees to indemnify and hold BOT harmless for any damages, taxes, or any other amounts BOT may incur as a result of BOT treatment and classification of Revenue Sharer as a contributor. Such indemnification and hold harmless includes but is not limited to the consequences of BOT not withholding any tax on payments to Revenue Sharer and not paying or remitting to any taxing authority any withholding tax, income tax, federal or state FICA/FUTA taxes, or any other withholding upon the payments to Revenue Sharer.

 

Distribution of Revenue shall be made directly from the merchant account associated with the Website. Distribution shall be made “at-will” as funds are received and cleared. Distribution shall be made in the following manner:

 

BOT:

10%

   
Himalaya Technologies, Inc.:

90%

 

If for any reason the merchant account associated with the Website changes, the above Revenue Sharing split, to whom shall the split is paid to and how it is paid, shall remain in force for the entire term of the life-cycle of the Website.

 

Article V. Miscellaneous

 

Attorney Fees

 

In the event any party deems it necessary to commence an action or proceeding to enforce its rights here under, the prevailing party to such action shall be entitled to have all costs of such action, including but not being limited to reasonable attorneys’ fees and court costs, directly paid or reimbursed by the losing party to such action.

 

Entire Agreement

 

This Agreement constitutes the entire agreement between the parties hereto, and it is understood and agreed that all undertakings and agreements heretofore had between these parties are merged herein. No representation, promise or inducement not included herein shall be binding upon any party hereto. The appropriate gender will be read into all pronouns used herein to reference any of said parties whenever the context of this Agreement so requires.

 

 
 

 

Section 5.03 Amendments in Writing

 

This Agreement may not be changed orally, but only by an agreement in writing signed by the Parties.

 

Notice

 

Notices given pursuant to this Agreement shall be in writing, delivered in person or by certified mail, return receipt requested, or by Federal Express or comparable overnight delivery service, addressed to the mailing addresses given below. The time of postmark shall be deemed the time of receipt of mailed notices and the time of delivery service receipt shall be deemed the time of receipt of overnight delivery service transmittals.

 

(a) Notices.
   
  All notices required to be given in this Settlement shall be made in writing either by:
  (i) given, delivered or served by personal service, in which case it shall be conclusively deemed to have been given or delivered on the date of such service;
  (ii) sent by prepaid registered or certified mail addressed to the party for whom it is intended at the address last known to the sender, in which case it shall be conclusively deemed to have been given or delivered on the fourth day after the date of mailing; or
   
(b) Delivery.
   
  For purposes of this Settlement “delivery” shall mean: (i) personal delivery to any party; or (ii) mailing with sufficient postage prepaid to the party requiring notice.

 

Duplicate Originals.

 

This Settlement may be executed in several counterparts; each counterpart shall be considered a duplicate original Settlement and may be relied upon as if it were an original.

 

Successors and Assigns

 

The provisions of this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and assigns and the legal representatives of their estates, as the case may apply.

 

Time is of Essence

 

Time is of the essence of this Agreement.

 

Governing Law

 

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.

 

Counterparts and Copies

 

This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. Any facsimile copy or signature shall be deemed equivalent to an original.

 

IN WITNESS WHEREOF, the parties hereto set their respective hands and affix their seals the day and year indicated below.

 

Bot Logic Labs    
Date: 1/1/2024    
     
Himalaya Technologies, Inc.    
Date: 1/1/2024    

 

 

 

 

Exhibit 99.2