HMLA Himalaya Technologies Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 26, 2024

 

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.)

 

108 Scharberry Lane #2, Mars, PA 16046

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

 

Item 8.01 Other Events.

 

On February 26, 2024, we agreed to sell our business unit operating under fictitious business name “Infood Technologies, Inc.” in the Commonwealth of Pennsylvania to FOMO WORLDWIDE, INC. for $10,000.00 consideration in cash, stock, or promissory note. We expect the transfer to be complete within three days. The Buy-Sell Agreement is included herein as Exhibit 10.1.

 

Exhibit No.		Description
10.1		Himalaya Technologies, Inc. FOMO WORLDWIDE, INC. Buy-Sell Agreement Infood Technologies, Inc. – February 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: February 26, 2024	By:	/s/ Vikram Grover
		Vikram Grover
		Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

 

BUY-SELL AGREEMENT

 

This Buy-Sell Agreement (this “Agreement”) is made as of this 26th day of February, 2024 (the “Effective Date”), by and among Himalaya Technologies, Inc., a Nevada corporation located at 108 Scharberry Lane #2, Mars, PA 16046 (the “Seller” or “Himalaya”) and each of the entities listed on Annex A attached hereto (the “Buyer” or “FOMO WORLDWIDE” or “FOMO”).

 

ARTICLE I

PURPOSE

 

1. Interests. Himalaya Technologies, Inc. owns all of the outstanding Interests of its business operating under fictitious business name (DBA) “Infood Technologies, Inc.” (the “Interests”) in the amounts outlined in Schedule A.

 

2. Purpose. The Owners have entered into this agreement to:

 

●

Sell the Infood Technologies, Inc. DBA and its associated assets, IP, contracts, and other to FOMO WORLDWIDE, INC. and its assigns including Diamond Technology Solutions, LLC.

 

ARTICLE II

RESTRICTIONS ON TRANSFER

 

1. Restriction on Transfer. Except as permitted in this Agreement, the parties will not sell, transfer, pledge, assign, hypothecate, encumber or alienate (each a “Transfer”) any of the interests. Any Transfer not in accordance with this Agreement shall be void.

 

ARTICLE III

VOLUNTARY TRANSFERS

 

1. Permitted Transfers. The Owner shall be allowed be allowed to Transfer Interests:

 

Any permitted transferee shall hold the Interests subject to the provisions of this Agreement.

 

 

 

2. Notice of Transfer. In the event the Owner wishes to sell any Interests (the “Offering Owner”) other than pursuant to a permitted transfer as described above, the Owner shall provide a written notice to the Company of its intention to sell the Interests (a “Notice of Transfer”). A Notice of Transfer shall specify the following:

 

	●	The name and address of the purchaser (the “Third Party Purchaser”),
	●	The number of interests being sold (the “Offered Interests”),
	●	The price of the interests,
	●	The payment and other terms of the proposed sale.

 

3. Transfer of Interests. For 3 days after receipt of a Notice to Transfer, the Buyer shall have the option to purchase the Offered interests at the price and in accordance to the terms in the Notice to Transfer. At the end of the 3-day option period, if the Buyer has elected to purchase less than all of the Offered interests, it shall notify Himalaya of the number of Offered interests remaining available for purchase. For 3 days after receipt of such notification, Himalaya shall have the option to purchase any Offered interests not being purchased by the Buyer at the price and in accordance to the terms in the Notice to Transfer in proportion to their respective ownership interests of the outstanding interests. Himalaya may sell any Offered interests not purchased by the Buyer and/or the Remaining Owners to a Third Party Purchaser at the price and in accordance to the terms in the Notice to Transfer.

 

4. Duties of Transferees. Unless otherwise provided in this Agreement, as a condition to any Transfer, the Buyer or subsequent transferee must agree to be bound by the terms of this Agreement and shall become a party to this Agreement by executing the Adoption Agreement attached hereto as Annex A.

 

ARTICLE IV

INVOLUNTARY TRANSFERS

 

1. Involuntary Transfers. The following events shall each constitute an “Involuntary Transfer Event” and the affected Owner shall be referred to as the “Withdrawing Owner” and the remaining Owners shall be referred to as the “Non-Withdrawing Owners”: (1) inability to complete the transfer due to regulation or rule of law.

 

2. Sale of interests. Upon the occurrence of any of the events specified in Paragraph 1, the Withdrawing Seller or the representative of the Withdrawing Seller shall notify the Buyer of the Involuntary Transfer Event.

 

ARTICLE V

VALUATION OF INTERESTS

 

1. Purchase Price. The purchase price per interest to be paid for any Transfer of interests due to an Involuntary Transfer Event (the “Purchase Price”) shall be $10,000.00 for 100%.

 

2. Other. Cash, stock, or demand note.

 

 

 

ARTICLE VI

PAYMENT AND TRANSFER OF INTERESTS

 

1. Payment. The Purchase Price shall be payable by cash, stock of FOMO WORLDWIDE, INC., or a promissory note payable by FOMO WORLDWIDE, INC. or its assigns to Himalaya Technologies, Inc.

 

2. Transfer of Title. Himalaya shall deliver a bill of sale representing the interests being transferred, properly endorsed for transfer or accompanied by an assignment agreement to the transferee, with supporting documentation for access to the data, online properties, and related.

 

3. Life Insurance. Not applicable.

 

ARTICLE VII

TERM AND TERMINATION

 

1. Term. This Agreement shall be effective and binding upon the parties as of the Effective Date.

 

2. Termination. This Agreement will terminate in the event one of the following occurs:

 

(A) FOMO WORLDWIDE, INC. becoming the owner of all of the Interests .

 

ARTICLE VIII

MISCELLANEOUS

 

1. Amendments. This Agreement may be amended or modified only by a written agreement signed by all of the parties.

 

2. Notices. Any notice or other communication given or made to any party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to Himalaya at the address stated above.

 

3. No Waiver. No party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

 

 

 

4. Assignment. No party hereto shall have the right to assign its rights or delegate its duties hereunder without the written consent of the other parties, which consent shall not be unreasonably withheld.

 

5. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

 

6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.

 

7. Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.

 

8. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, not including its conflicts of law provisions.

 

9. Disputes. Any dispute arising from this Agreement shall be resolved through mediation.

 

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

 

11. Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes and cancels all prior agreements of the parties, whether oral or written, with respect to such subject matter.

 

12. Miscellaneous. Seller and Buyer to file appropriate paperwork with the Departments of State and Revenue in the Commonwealth of Pennsylvania

 

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

Himalaya Technologies, Inc.		/s/ Vikram Grover		Vikram Grover, CEO
Company Name		Representative Signature		Representative Name and Title

 

SCHEDULE A

 

Name		Type of Interest		Number of Interests
Infood Technologies, Inc.		Fictitious Business Name PA (DBA)		100%

 

Website and domain www.infood.tech and email accounts

 

Dealer agreements with Nelson & Pade, Inc. and Vertical Crop Consultants, Inc

 

K12 contact list (14,000)

 

Sales and marketing literature

 

Indoor farming and aquaponics online training coursework

 

Business and financial records

 

Trade names and other intellectual property

 

 

 

ANNEX A

 

ADOPTION AGREEMENT

 

This Adoption Agreement (this “Agreement”) is executed as of this 26th of February, 2024 by the undersigned FOMO WORLDWIDE, INC. (the “Transferee”) pursuant to the Buy-Sell Agreement dated as of February 26, 2024 (the “Buy-Sell Agreement”) by and between Himalaya Technologies, Inc. (the “Seller”) and the Owners listed in Schedule A thereto.

 

WHEREAS, the Transferee is hereby acquiring certain interests of the Seller (the “interests”) which are restricted by and subject to the terms and conditions of the Buy-Sell Agreement; and

 

WHEREAS, the Transferee has received and reviewed a complete copy of the Buy-Sell Agreement.

 

NOWTHEREFORE, as partial consideration for transfer of such interests, the Transferee hereby agrees as follows:

 

1. Agreement. The Transferee hereby agrees, that upon the execution of this Agreement, the Transferee shall become a party to the Buy-Sell Agreement, and shall be fully bound by and subject to the terms and conditions of the Buy-Sell Agreement as though an original party thereto.

 

2. Notices. Any notice required pursuant to the Buy-Sell Agreement shall be delivered to the Transferee at the following address:

 

FOMO WORLDWIDE, INC.

108 Scharberry Lane #2

Mars, PA 16046

info@fomoworldwide.com

(630) 708-0750

 

3. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, not including its conflicts of law provisions.

 

 

 

IN WITNESS WHEREOF, the Transferee has executed this Agreement as of the date first written above.

 

/s/ Vikram Grover		FOMO WORLDWIDE, INC., Vikram Grover, CEO
Transferee Signature		Transferee Full Name

 

 

v3.24.0.1

Cover	Feb. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity File Number	000-55282
Entity Registrant Name	HIMALAYA TECHNOLOGIES, INC.
Entity Central Index Key	0001409624
Entity Tax Identification Number	26-0841675
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	108 Scharberry Lane #2
Entity Address, City or Town	Mars
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16046
City Area Code	(630)
Local Phone Number	708-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	HMLA
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true

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