SecProbe.io

CORRESP
1
filename1.htm

January
20, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

Attn:
Cheryl Brown and Loan Lauren Nguyen

RE:
Himalaya Technologies, Inc. (the “Company”) Offering Statement on Form 1-A

File
No. 024-11980

Ladies
and Gentlemen:

The
Company now provides this letter in support of our Form 1-A/A providing an analysis of how Amendment #7 responds to the SEC’s common
letter dated January 12, 2023:

On
January 19, 2023, the Company filed Amendment #7 to update its Form 1-A/A after terminating any and all prior agreements for
the potential acquisition of Business Media Solutions, Inc. (d/b/a Russell Associates) (the “Former Target”) as reported
in the Company’s 8-K/A filed on January 13. 2023, which updated the October 28, 2022 8-K first announcing the potential transaction.
The potential transaction with the Former Target is terminated by the Company resolving the SEC’s primary concerns regarding
significance and probability and a need for audited financials of the Former Target.

    1.
    Comment
    #1: We have terminated the non-binding letter of intent (“LOI”) to acquire Business Media Solutions, Inc. (d/b/a Russell
    Associates) with no penalties, no break-up fees, no loss of consideration, and no exposure of any sort as we had argued would
    be the outcome in prior correspondences to the SEC (see Form 8-K/A filed January 13, 2023). The termination was mutual with no
    penalties or break-up fees for either party.

    2.
    Comment
    #2: The potential transaction for the acquisition of Business Media Solutions, Inc. (d/b/a Russell Associates) (the “Former
    Target”) has been terminated. The Company has terminated any and all plans to acquire the Former Target as it was not feasible
    under Commission requirements. There is no potential liability or other impact to the Company from the termination of the non-binding
    purchase agreement for the Former Target. Accordingly, we have removed all references to the potential acquisition of the Former
    Target and any confusion such references might have caused are now eliminated completely.

    3.
    Comment
    #3: We have clarified the Offering language to reflect the independence of our auditors relative to this Offering, given our
    auditors had no role in preparing or revising the Offering Circular and only reviewed it in order to provide their consent to using
    their audit opinions and reports included in the Offering Circular. We specifically noted that investors should seek advice of their
    own counsel and/or advisors to evaluate investment in our securities.

    4.
    Comment
    #4: In light of the termination of the potential acquisition of the Former Target, the Company confirms that it has no current
    plans or existing contracts or agreements to acquire any company or entity at this time. The Company shall not use any proceeds
    of the Reg A Offering for any partial or whole acquisition since it has not provided audited financials of any such target to investors
    in this Form 1-A.

    5.
    Comment
    #5: The accretion / dilution table and language errors have been corrected, and they are clarified with respect to impact
    on book value and purchase price of common shares by new investors.

Summary:

It
has now been approximately 19 months since I was appointed CEO of Himalaya Technologies, Inc. in mid-2021. Since then, we have filed
numerous Forms 10, Amendments to Forms 10, withdrawals of Form 10 at the SEC’s request literally the afternoon the day before Thanksgiving
2021 with no notice and under threat of monetary fines, a Form 1A for a Regulation A offering, now seven amendments to Form 1A, a Form
10-K, a Form 10-Q, and numerous Forms 8-K for information disclosures to investors including potential acquisitions which have now been
terminated. We have saved the Company from revoked status after years of delinquency in the State of Nevada, retired default lenders,
resolved litigation, obtained and filed three years of audited financials, aimed the business at growth opportunities, and positioned
the shareholders for a bright future.

The
SEC now has hundreds of pages of filings for this early-stage entity at its disposal with dozens of comments and responses to comments
by its office and mine. Himalaya has spent roughly $250,000 - $300,000 during this process on debt clean-up, lawyer fees, transfer
agent settlements and fees, filing service settlements and fees, press release fees, registered agent expenses, offering expenses, audit
expenses, accounting expenses, and consulting fees. The Company can no longer sustain senseless cash burn with no path towards capitalizing
the Company with this offering under a process that has not come to its conclusion for months. Given your interpretation of our now terminated
LOI requiring audited financials for this Offering, the Company has terminated a great acquisition opportunity and lost all growth in
its industry, but we are still prepared to fund our remaining growth plans.

Against
this backdrop, I request that the SEC approve this Regulation A offering fulfilling the spirit of the JOBS ACT passed by Congress, so
that this small Company can achieve its potential growth to the benefit of our loyal shareholders and constituents. If you have any questions
regarding this latest filing, please call me at (212) 731-4806 or Milan Saha, the Company’s counsel, at (646) 397-9056 or (518)
478-4208. If needed, I will drive to Washington D.C. to meet you in person.

Sincerely,

Himalaya
Technologies, Inc.

    By:

    /s/
    Vikram Grover

    Name:

    Vikram
    Grover

    Title:

    Chief
    Executive Officer