SecProbe.io

CORRESP
1
filename1.htm

February
3, 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
response to a subsequent phone call from Mr. Cannarella on February 2, 2023, we provide this additional correspondence to revise our
proposed changes to the Form 1-A addressing Issues #1, #2 and #3.

Issue
#1:

We
have terminated the previously announced purchase agreement to acquire Digital Business Solutions, Inc. (d/b/a Russell Associates) and
ended any and all talks. There are no plans to revisit the transaction in the future and no further discussions are underway between
us and the previously announced proposed target.

Issue
#2:

For
the second issue addressed on the January 26 call, we propose to add the below paragraph to describe the transaction history regarding
now dead proposed acquisition of Russell Associates, which has now been revised to disclose management’s business purposes :

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 Russell Associates. Management terminated the deal because [the SEC determined that] using
Offering proceeds for it would have required providing audited financials of the proposed target. Such audited financials could not be
obtained from the sellers without Himalaya first making a non-refundable down payment, which management had intended raise using Offering
proceeds. 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 to allow time to
use Offering proceeds for the acquisition payments, 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 agreement was then terminated on January 12, 2023. Management’s intent with this amended restated agreement was to clarify
and better reflect the present intent of the parties versus the originally signed form agreement from a third-party intermediary, in
light of [management’s discussions with the SEC] in regards to the requirements of part F/S. There were no break-up fees or
penalties for terminating the proposed acquisition of Digital Business Solutions, Inc. (d/b/a Russell Associates). 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. Management believed it
had signed a non-binding LOI and because [the SEC’s interpretations of Part F/S] says the Company could not use Offering proceeds
for any payments without first providing audited financials of the target, which were unavailable and unobtainable at the time of filing,
management terminated the potential acquisition.

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

Issue
#3:

To
address the comments raised regarding the dilutions 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 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 our 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

    Percentage of Dilution from the Offering Price
      35 %
      45 %
      60 %
      105 %

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 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; with the same book value the per share net tangible
book value is:

(Please
note that the Class B has 1,000 votes/share and the Class C has 100,000 votes/share so common stock voting will not have any substantive
impact of the shareholder voting of the Company)

    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
    $ 0.00100
    $ .001211
    $ 0.00195
    $ 0.0020837

    Percentage of Dilution from the Offering Price
      50 %
      60 %
      97 %
      104 %

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.

Summary:

We
hope these clarifications and updates for investors provide required accuracy in response to the SEC’s latest comments. Our counsel
will contact you 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