SecProbe.io

CORRESP
1
filename1.htm

January
31, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

Attn:
Karl Hiller, John Cannarella, 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:

In
follow up to the teleconference the Company and its counsel had with Mssrs. Hiller and Cannarella on January 26, 2023, we provide this
correspondence.

Issue
#1:

We
clarify a question of fact to confirm that any and all talks or plans for the Company to acquire Digital Business Solutions, Inc.
(d/b/a Russell Associates) have been terminated and there is no further intent for the Company to acquire whatsoever.

Issue
#2:

We
will add the below paragraph to describe the transaction history regarding terminated proposed acquisition of Russell Associates:

On
January 12, 2023, the Company terminated any and all existing agreements with Digital Business Solutions, Inc. (d/b/a Russell Associates)
and ended any and all talks to acquire the Company’s assets. The first agreement between the parties was executed on October
28, 2022 setting forth the total agreed purchase price at up to $280,000, including $120,000 cash
due on closing by November 30, 2022, subject to extension, promissory notes of $70,000 due January 1, 2023 and $40,000 due January 1,
2024, and a $50,000 performance based earnout. No earnest money deposit was made with execution of the agreement. On November 1, 2022,
we extended the proposed transaction’s closing deadline to January 15, 2021 and reallocated a minimum earn-out of $35,000 in 2023
to purchase consideration in the form of a seller note. On December 17, 2022, the Company amended the agreement again for the potential
target to clarify it as non-binding with regard to break-up fees or penalties if not consummated, referencing the document as a “non-binding
letter of intent”. The previous agreement to acquire Digital Business Solutions, Inc. (d/b/a Russell Associates)
was terminated on January 12, 2023. There were no break-up fees or penalties for this action. Investors should disregard this terminated
transaction and any prior references to it in reviewing our securities for investment, including materials and investor information filed
in Form 8-K dated December 2, 2022 and our previously filed Form 1A/A on December 21, 2022.

This
would be a paragraph in the business discussion where Russell Associates is now discussed.

Issue
#3:

To
address the comments raised regarding the dilution, we would submit this “Dilution” section in its entirety to replace the
Dilution section in the Company’s previous amendment in its entirety:

DILUTION

If
you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference
between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock
after this Offering. You will experience immediate and substantial dilution because the price you pay will be substantially greater than
the net tangible book value per share of the shares you acquire, which is currently -$0.0055 per share.

On
January 19, 2023, there were an aggregate of 147,201,861 shares of Company’s Common Stock issued and outstanding. Our net tangible
book value as of January 19, 2023, was -$814,518 or -$0.0055 per outstanding share of our Common Stock (as reported in our 10-Q for the
three-months ending October 31, 2022).

The
following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, $3,000,000;
$2,250,000; $1,500,000 and $750,000 worth of the subscribed shares offered for sale in this offering:

    Funding Level
    $ 3,000,000
    $ 2,250,000
    $ 1,500,000
    $ 750,000

    Number of shares sold to new investors
      1,500,000,000
      1,125,000,000
      750,000,000
      375,000,000

    Offering Price
    $ 0.002
    $ 0.002
    $ 0.002
    $ 0.002

    Historical net tangle book value per Common Stock share before the Offering
    $ (0.0055 )
    $ (0.0055 )
    $ (0.0055 )
    $ (0.0055 )

    Increase in net tangible book value per share attributable to new investors in this Offering
    $ 0.0068
    $ 0.0066
    $ 0.0063
    $ 0.0056

    Net tangible book value per share, after the offering
      0.0013
      0.0011
      0.0008
      (0.0001 )

    Dilution per share to new investors
      0.0007
      0.0009
      0.0012
      0.0021

We
now provide the following table to illustrate the per share dilution to new investors discussed above, assuming the sale of, respectively,
$3,000,000; $2,250,000; $1,500,000 and $750,000 worth of the subscribed common shares offered for sale in this offering, presuming
before the Offering, the conversion of all outstanding preferred shares to common stock. 545,966 outstanding Series B Preferred
Shares converting at 1,000 for 1 would become 545,966,000 common shares and the 1,000,000 Series C Preferred Shares would become 1,000,000
common shares for an increase in issued and outstanding common stock of 546,966,000 to 694,167,861; there is no cash cost associated
with potential conversions of Series B or Series C Preferred shares. There are no Series A Preferred shares currently issued or
outstanding or offered to any party. With the same book value per share as a starting point and basis (prior to the Offering
and theoretical conversions of Preferred shares), net tangible book value is as follows:

    Funding Level
    $ 3,000,000
    $ 2,250,000
    $ 1,500,000
    $ 750,000

    Number of shares sold to new investors
      1,500,000,000
      1,125,000,000
      750,000,000
      375,000,000

    Offering Price
    $ 0.002
    $ 0.002
    $ 0.002
    $ 0.002

    Historical net tangle book value per Common Stock share before the Offering
    $ (0.00117 )
    $ (0.00117 )
    $ (0.00117 )
    $ (0.00117 )

    Increase in net tangible book value per share attributable to new investors in this Offering
    $ 0.00217
    $ 0.00196
    $ 0.00164
    $ 0.00109

    Net tangible book value per share, after the offering
      0.000996
      0.000789
      0.000475
      0.0000837

    Dilution per share to new investors
      0.000100
      .001211
      0.00195
      0.00191

Insider
Purchases:

On
April 18, 2022, our CEO, Vikram Grover, converted $80,000.00 of accrued compensation into 15,504 Series B Preferred shares priced
using a common stock moving average bid closing price of $0.00516 and a B share conversion ratio of 1-1000 into common stock.

On
August 11, 2022, our CEO, Vikram Grover, converted $40,000.00 of accrued compensation into 9,090 Series B Preferred shares priced
using a common stock moving average bid closing price of $0.0044 and a B share conversion ratio of 1-1000 into common stock.

We
hope these clarifications and updates for investors provide required accuracy in response to the SEC’s latest comments. Our counsel
will contact you today to confirm that these changes are sufficient, and we will then file an eighth amendment to our Form 1A later today.
I can be reached at (212) 731-4806 for further information, or you can contact Milan Saha Esq. at (646) 397-9056 or (518) 478-4208.

Sincerely,

Himalaya
Technologies, Inc.

    By:

    /s/
    Vikram Grover

    Name:

    Vikram
    Grover

    Title:

    Chief
    Executive Officer