Exhibit 10.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(
CURRENT REPORT
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Background.
This Third Amendment to Form 8-K filed May 25, 2023 includes a resolution passed by our Board of Directors ratifying the application of 100,000,000 votes cast by FOMO WORLDWIDE, INC. approving our shareholder resolution for name change, common stock authorized shares increase and Series A Preferred stock authorized shares increase, and the creation of Series B Preferred stock and Series C Preferred stock, to June 28, 2021. The resolution highlights are listed below and included herein as Exhibit 10.2:
Pursuant to the provisions of Nevada Corporation law (NRS 78.0296 Ratification or validation of noncompliant corporate acts and other rules of law) and the Certificate of Incorporation and By-Laws of Homeland Resources Ltd., a Nevada corporation (the “Company”), the undersigned ratifies the application of 100,000,000 shareholder votes, derived from ownership of two million of our Series A Preferred shares each having 50 votes as per the Corrected Amended Certificate of Designation on file with the Secretary of State of Nevada as of April 17, 2023 and applied to June 28, 2021, issued on April 12, 2023 to FOMO WORLDWIDE, INC., cast on May 21, 2023 in favor of our June 28, 2021 shareholder resolution and action filed with the Secretary of State of Nevada approving the following corporate actions:
1) change our name to Himalaya Technologies, Inc. from Homeland Resources Ltd.,
2) increase our common shares authorized to one billion,
3) increase our Series A Preferred shares authorized to 130 million,
4) establish a new class of Series B Preferred stock .0001 par value that each convert 1-1,000 into common shares and have 1,000 votes, and
5) establish a new class of Series C Preferred stock .0001 par value that each convert 1-1 into common shares and have 100,000 votes.
The Board meeting was convened on June 8, 2023 at 4:15pm ET.
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* | |
| 10.2 | Himalaya Technologies, Inc. Board Resolution Ratifying Shareholder Vote Application – June 8, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Included by reference to Form 8K and Forms 8K/A filed May 25, 2023 and June 8, 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 9, 2023 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
| Chief Executive Officer | ||
Exhibit 10.2