Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2024

HIMALAYA TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

nevada

000-55282

26-0841675

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

108 Scharberry Lane #2, Mars, PA 16046

(Address of principal executive offices)

(630) 708-0750

(Registrant’s Telephone Number)

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common		HMLA		OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

Background.

This First Amendment to Form 8-K includes a press release issued February 13, 2024 notifying investors of the appointment of Charles Nahabedian to our Advisory Board. The press release is included herein as Exhibit 10.3.

Himalaya Technologies, Inc. is referred to herein as “Himalaya”, “we”, “us”, or “the Company”.

Item 8.01 Other Events.

On February 12, 2024, we appointed Charles Nahabedian to our Advisory Board to guide and consult on our launch of telehealth products and services including smart kiosks and smart chairs. Mr. Nahabedian has spent over 55 years in the telecommunications industry, mostly with Fortune 100 companies, where he developed and managed the realization of innovative systems and services both in international and domestic markets. A graduate of Northeastern University and Seton Hall University, he holds a BSEE, MSEE, and an MBA in finance and marketing. He was an Adjunct Professor at Fairleigh Dickinson’s Rothman Institute of Entrepreneurial Studies for eight years, having taught graduate Courses in Innovation Management, Entrepreneurial Strategy, Small Business Management, Corporate Entrepreneurship and Entrepreneurial Financing.

Mr. Nahabedian started his career at Bell Labs and AT&T, has received two patents and received a national award for “Outstanding Contributions in a Field of Science.” His organizations have developed and/or supported projects such as the first cordless telephone, first coin telephone aboard the Metroliner, a portable cellular telephone, and interactive-touchscreen kiosks for DisneyWorld’s EPCOT theme park. He has held executive positions in AT&T, Fidelity Investment’s venture capital group, Hazeltine Corporation, and Cingular Interactive, with positions in marketing, services management, program management, corporate development, and head of business. Charlie was also a management consultant and partner at Ultrapro International, Inc., a boutique telecom consulting firm where he helped triple the company’s revenue to $15 million annually.

From 2006 to 2020, Mr. Nahabedian founded and headed VideoKall, a company which won an international award for innovation in advanced person-to-person communication systems with funds transfer for migrant workers. Charlie is now CEO of VK Digital Health (https://www.vkdigitalhealth.com/) which is addressing the high costs of outpatient services utilizing medical, healthcare and technology expertise. The company is facilitating improved access to primary healthcare at points-of-convenience, at lower costs as part of the integrated healthcare system. Hospitals and clinics deploying their systems will be able to directly reduce the cost of quality outpatient services for patients with seasonal and chronic diseases. Cost savings are derived by moving expensive medical staff from the point of service to a more efficient hospital call center where fewer staff can support many more locations. By deploying the units, wherever patients live, work, travel and/or shop, the system will reduce drive times, wait times for appointments, and wait times at doctors’ offices, urgent care centers and ER’s. VK Digital Health platform users are interested in convenient, on-demand service that is low cost for these low acuity conditions. Retail locations seek the traffic, and host hospitals and insurers want lower overall costs for such situations. A patient visit will include the non-touchable services at a staffed mini clinic at almost half the cost.

Mr. Nahabedian’s LinkedIn profile is available @ https://www.linkedin.com/in/cnahabedian/ and the Advisory Board Agreement and Warrant (20,000,000 options struck at .001 with a three-year expiration) are included herein as Exhibits 10.1 and 10.2.

Exhibit No.		Description
10.1		Himalaya Technologies, Inc. Charles Nahabedian Advisory Agreement – February 12, 2024*
10.2		Himalaya Technologies, Inc. Charles Nahabedian Warrant – February 12, 2024*
10.3		Himalaya Technologies, Inc. Press Release – February 13, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Included by reference to Form 8-K filed February 12, 2024.

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: February 13, 2024	By:	/s/ Vikram Grover
		Vikram Grover
		Chief Executive Officer

Exhibit 10.3

HIMALAYA TECHNOLOGIES ADDS FORTUNE 100 TELECOMMUNICATIONS EXECUTIVE TO ADVISORY BOARD; COMPANY TARGETING VAST TELEHEALTH MARKET

Pittsburgh, PA, February 13, 2024 – Himalaya Technologies, Inc. (OTC: HMLA) is pleased to announce it has appointed Charles Nahabedian, a seasoned telecommunications executive and engineer, to its Advisory Board to guide its entry into the multi-billion dollar telehealth market, assist on mergers and acquisitions in that industry, and consult on corporate actions and governance.

New Advisory Board Member - Charles Nahabedian

Charles Nahabedian has spent over 55 years in the telecommunications industry, mostly with Fortune 100 companies, where he developed and managed the realization of innovative systems and services both in international and domestic markets. A graduate of Northeastern University and Seton Hall University, he holds a BSEE, a MSEE, and an MBA in finance and marketing. He was an Adjunct Professor at Fairleigh Dickinson’s Rothman Institute of Entrepreneurial Studies for eight years, having taught graduate courses in Innovation Management, Entrepreneurial Strategy, Small Business Management, Corporate Entrepreneurship and Entrepreneurial Financing.

Mr. Nahabedian started his career at Bell Labs and AT&T and has received two patents and a national award for “Outstanding Contributions in a Field of Science”. His organizations have developed and supported projects such as the first cordless telephone, the first coin telephone aboard the Metroliner, a portable cellular telephone, and interactive-touchscreen kiosks for DisneyWorld’s EPCOT theme park connected by miles of fiber optics and video disc arrays run by supercomputers that were ahead of their time. He has held executive positions at AT&T, Fidelity Investment’s venture capital group, Hazeltine Corporation, and Cingular Interactive, with positions in marketing, services management, program management, corporate development, and head of business. Charlie was also a management consultant and partner at Ultrapro International, Inc., a boutique telecom consulting firm where he helped triple the company’s revenue to $15 million annually.

From 2006-2020, Mr. Nahabedian founded and headed VideoKall, a company which won an international award for innovation in advanced person-to-person communication systems with funds transfer products and services for migrant workers. He is now CEO of VK Digital Health (“VKD”; https://www.vkdigitalhealth.com/), a business that is addressing the high costs of outpatient services utilizing medical, healthcare and technology expertise.

VK Digital Health

VK Digital Health is facilitating improved access to primary healthcare at points-of-convenience at lower costs versus today’s healthcare system. Hospitals and clinics deploying VKD systems will be able to directly reduce the cost of quality outpatient services for patients with seasonal and chronic diseases. Cost savings are derived by moving expensive medical staff from the point of service to a more efficient hospital call center where fewer staff can support many more locations. By deploying the units, wherever patients live, work, travel and/or shop, the system reduces drive times, wait times for appointments, and wait times at doctors’ offices, urgent care centers and emergency rooms.

VK Digital Health platform users are interested in convenient, on-demand services that are low cost for low acuity conditions. Locations such as nursing homes, retirement communities, K12 schools, colleges and universities, big box chains, grocery stores, airports, municipal government buildings, correctional facilities and many more have the traffic, and host hospitals and insurers want lower overall costs for such situations. A patient visit will include telediagnostic remote exams, including reading temperature, blood pressure, heart rate, breathing, weight and other, at a mini clinic at half the cost of staffed locations. The value proposition is magnified in rural/remote areas and in developing countries where medical treatment is often minimal or unavailable.

Management Commentary

Said Vik Grover, CEO: “I am thrilled Mr. Nahabedian has joined Himalaya to help us build a significantly larger organization. His vision, expertise, and network of contacts is a competitive advantage for our plans for the telehealth market. With his help, Himalaya intends to capture meaningful share of the segment’s multi-billion dollar market. We are in the preliminary stages of investment for a move into the smart mini-clinic and smart chair markets, which may include direct investment or acquisition of private companies. Because smart point-of-care endpoints will be connected by broadband or satellite networking, they can aggregate into a large and growing footprint generating recurring monthly rental revenues from hosts and transactional visitation revenues paid for by patients or their insurance companies. The big data captured by such a network, bolstered by artificial intelligence (“AI”), will be highly valuable for healthcare companies and the insurance industry. I would like to thank Charlie for his vote of confidence in our organization. I am very excited to bring HMLA into the telehealth market and create significant value for our shareholders.”

About Himalaya Technologies, Inc.:

Himalaya Technologies, Inc. (https://www.himalayatechnologies.com/) is a publicly traded entity (OTC: HMLA) focusing on minority and majority investments in businesses seeking access to growth capital to fulfill their own business plans and create value for their stakeholders and the Company’s debt and equity investors. The Company’s Infood Technologies, Inc. (https://www.infood.tech/) business is offering indoor agriculture systems to K12, colleges and universities, and municipal governments. The Company’s Everest Networks, Inc. subsidiary is developing social sites at multiple domains and migrating them to mobile apps. The Company’s K2 Leisure, LLC unit is developing fashion merchandise for various demographics. Himalaya is an affiliate of FOMO WORLDWIDE, INC. (OTC: FOMC; https://www.fomoworldwide.com/).

Forward Looking Statements:

Statements in this press release about our future expectations, including without limitation, the likelihood that Himalaya Technologies, Inc. will be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to Himalaya’s stockholders, and leverage capital markets to execute its growth strategy, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law. Himalaya’s business strategy described in this press release is subject to innumerable risks, most significantly, whether the Company is successful in securing adequate financing. No information in this press release should be construed in any form shape or manner as an indication of the Company’s future revenues, financial condition, or stock price, nor is it a solicitation for investment.

Investor Contact

Investor Relations

(630) 708-0750

info@himalayatechnologies.com

Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Feb. 12, 2024
Entity File Number	000-55282
Entity Registrant Name	HIMALAYA TECHNOLOGIES, INC.
Entity Central Index Key	0001409624
Entity Tax Identification Number	26-0841675
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	108 Scharberry Lane #2
Entity Address, City or Town	Mars
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16046
City Area Code	(630)
Local Phone Number	708-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	HMLA
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true