Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(
CURRENT REPORT
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Securities Exchange Act of 1934
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Background.
This Second Amendment to Form 8-K filed May 25, 2023 includes correspondence from FINRA received June 2, 2023 notifying us of a “potential prong concern” regarding the authorization to effect our shareholder resolution June 28, 2021 changing our name to Himalaya Technologies, Inc. from Homeland Resources Ltd., increasing common and Series A Preferred shares authorized, and creating new classes of Series B and Series C Preferred stock. We believe we cured all deficiencies based on business statutes in our state of incorporation in Nevada that allow for ratification of prior corporate actions and as per SEC qualifications of our previously filed Form 10-12G/A-4. We have requested clarification that this is the sole FINRA issue regarding our legal shareholder action, asked for an appeal of their decision to deny our shareholder action, and requested contact information for FINRA’s general counsel. The referenced correspondence from FINRA is included herein as Exhibit 10.1.
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:
| Exhibit No. | Description | |
| 99.1 | Himalaya Technologies, Inc. Press Release – May 25, 2023* | |
| 10.1 | FINRA Correspondence to Himalaya Technologies, Inc. – June 2, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Included by reference to Form 8K and Form 8K/A-1 filed May 25, 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: June 8, 2023 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
| Chief Executive Officer | ||
Exhibit 10.1