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December 15, 2022
Vikram Grover
Chief Executive Officer
Himalaya Technologies, Inc.
1 E. Erie St., Ste. 525, Unit #2420
Chicago, IL 60611
Re:Himalaya Technologies, Inc.
Amendment No. 5 to Offering Statement on Form 1-A
Filed November 29, 2022
File No. 024-11980
Dear Vikram Grover:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 15, 2022 letter.
Amendment No. 5 to Offering Statement on Form 1-A filed November 29, 2022
Our Business, page 8
1.We note your disclosure that the purchase agreement does not contain any provisions that
penalize you in the event you do not close the acquisition for any reason. We also note
that the Amended Asset Purchase Contract and Receipt filed as Exhibit 6.4 provides for
liquidated damages or other remedies for failure to perform the Contract within the time
specified. Please revise your offering statement to reconcile these disclosures, or advise.
2.We note your response to prior comment 1 but we are unable to agree with your analysis.
You state that you have not included historical and pro forma financial statements
pertaining to your October 28, 2022 agreement to acquire Russell Associates, as amended
on November 25, 2022, because you regard your contract to purchase the business as

 FirstName LastNameVikram Grover
 Comapany NameHimalaya Technologies, Inc.
 December 15, 2022 Page 2
 FirstName LastName
Vikram Grover
Himalaya Technologies, Inc.
December 15, 2022
Page 2
having “the legal effect” of a letter of intent, and for this reason the transaction should not
be considered probable.  In support of this view, you explain that you have not made a
deposit towards the purchase, are not subject to a penalty if you do not perform as agreed,
were able to extend the due date without cost, and have not completed your due diligence.

However, you acknowledge that financial statements would be required based on
significance.  It appears that the $280,000 purchase price would represent an 85% increase
to your total assets as of July 31, 2022, and that revenues you report for the business to be
acquired on page 8, amounting to $486,605 for 2020, $518,575 for 2021, and $281,395
for its subsequent interim period, would be material in comparison to your financial
statements, having reported zero revenues for the last two fiscal years.  Additionally,
Exhibit 6.4 is described as an "Asset Purchase Contract and Receipt" and you disclose at
page F-19 that "the Company signed a binding purchase agreement."

We note that while the November 25, 2022 amendment at Exhibit 6.4 includes provisions
in Section 12 that allow you to request and conduct due diligence upon financial
information for purposes of validating representations that were made by the seller, these
provisions only convey a right to cancel the agreement if you encounter a negative
variance of five percent relative to such representations and elect to cancel within the
prescribed timeframe.  We also note that all of the contingencies in Section 45 have been
removed, and that $35,000 of the purchase consideration has been reapportioned from the
earn-out to the note payable component.

Given the aforementioned observations with the scope and extent of disclosures regarding
the business to be acquired on pages 8 and F-19 of the Form 1-A, as well as disclosures
provided via Form 8-K on November 2, 2022, November 28, 2022, November 30, 2022,
and December 2, 2022, it does not appear appropriate to characterize the agreement as
solely a letter-of-intent.

We believe that you will need to provide historical and pro forma financial statements for
the business to be acquired to comply with Part F/S of Form 1-A.  Please also revise your
disclosures on page 8 to remove your assessment of probability as it pertains to these
financial statement requirements.

Use of Proceeds, page 27
3.Please revise your disclosures here to disclose the extent to which proceeds from the
offering would be utilized to close on the acquisition agreement pursuant to the contract.

 FirstName LastNameVikram Grover
 Comapany NameHimalaya Technologies, Inc.
 December 15, 2022 Page 3
 FirstName LastName
Vikram Grover
Himalaya Technologies, Inc.
December 15, 2022
Page 3
            You may contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Milan Saha, Esq.