HMLA Himalaya Technologies Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2022, we signed a binding purchase agreement to acquire the assets of a training software provider based in the Midwest and founded in 1980 (the “Target”) that creates customized training programs for its clients. The Target specializes in helping companies in various agricultural sectors as well as food manufacturers and processors. Primary markets for the Target include the following: 1) Ag crop inputs manufactures and distributors: crop inputs, seed, and equipment, and 2) Ag Retailers: cooperatives and private/public owned retail ag companies. Secondary markets for the Target include the following: 1) Animal Health and nutrition (AH) manufactures and distributors, and 2) Food manufacturers/processors. Over the past few years, the Target generated annual revenues of roughly $500,000 in agriculture/food markets. The business can expand to multiple additional industry verticals including manufacturing, health, and education. Total agreed purchase price is 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. We are in discussions with our minority investment, The Agrarian Group LLC, to expand the Target to the local grow and micro cultivation market, and with FOMO CORP’s subsidiary SMARTSolution Technologies LP to expand the business into the K12 and post-secondary education market and SST’s core region of Western Pennsylvania, Eastern Ohio, and West Virginia. There are no assurances that we will be able to finance the transaction given current market conditions or under the agreed timeline. The names of the Target and its service providers for the transaction have been redacted under the terms of a mutually signed non-disclosure (“NDA”) agreement.