UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2020
Commission file number 000-1539680
HAMMER FIBER OPTICS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
NEVADA |
| 98-1032170 |
(State or Other Jurisdiction of Incorporation of Organization) |
| (I.R.S. Employer Identification No.) |
401 East 34th Street
Suite #N27J
New York, NY 10016
(Address of principal executive offices)
844-413-2600
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
|
|
Non-Accelerated Filer | [ ] | Smaller Reporting Company | [X] | Emerging Growth Company | [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of July 31, 2020, was $9,405,489 (based upon the $0.185 closing price for shares of the registrant’s common stock as reported by the OTCBB on July 31, 2020, the last trading day of the registrant’s most recently completed fourth fiscal quarter). As of July 31, 2020, there were 60,503,341 shares of the registrant’s $.001 par value common stock issued and 50,840,482 outstanding.
1
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report of Hammer Fiber Optics, Inc. (the “Company”) on Form 10-K for the period ended July 31, 2020, filed with the Securities and Exchange Commission on November 13, 2020 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
2
PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
1.Financial statements for our company are listed in the index under Item 8 of this document
2.All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
Exhibit |
|
|
Number | Description of Exhibit | Filing |
Sec. 302 Certification of Chief Executive Officer | Filed herewith | |
Sec. 302 Certification of Principal Financial Officer | Filed herewith | |
Sec. 906 Certification of Chief Executive Officer | Filed herewith | |
Sec. 906 Certification of Principal Financial Officer | Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
HAMMER FIBER OPTICS HOLDINGS CORP.
| /s/ Erik B. Levitt | |
|
| Erik B. Levitt |
|
| Principal Executive Officer |
|
|
|
Date: December 8, 2020 |
| /s/ Erik Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |
3
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-
I, Erik B. Levitt, certify that:
1. I have reviewed this Annual Report on Form 10-K/A, of Hammer Fiber Optics Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 8, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Executive Officer |
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-
I, Erik B. Levitt, certify that:
1. I have reviewed this Annual Report on Form 10-K/A, of Hammer Fiber Optics Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 8, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Annual Report on Form 10-K/A of Hammer Fiber Optics Holdings Corp. (the “Company”) for the year ended July 31, 2020 (the “Report”), I, Erik B. Levitt, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Erik B. Levitt | |
|
| |
|
| Principal Executive Officer |
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Annual Report on Form 10-K/A of Hammer Fiber Optics Holdings Corp. (the “Company”) for the year ended July 31, 2020 (the “Report”), I, Erik B. Levitt, President and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 8, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |
Consolidated Balance Sheets - Parenthetical - $ / shares |
Jul. 31, 2020 |
Jul. 31, 2019 |
---|---|---|
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 60,503,341 | 60,503,341 |
Common Stock, Shares, Outstanding | 45,944,954 | 45,094,954 |
Consolidated Statements of Operations - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2020 |
Jul. 31, 2019 |
|
Details | ||
Revenues | $ 1,781,139 | $ 2,179,152 |
Cost of sales | 1,156,996 | 1,419,185 |
Selling, general and administrative expenses | 857,354 | 866,658 |
Depreciation expense | 44,454 | 30,768 |
Total operating expenses | 2,058,804 | 2,316,611 |
Operating Income (Loss) | (277,665) | (137,459) |
Other expenses | ||
Interest expense | 31,843 | 21,593 |
Other expenses | 771 | 32,206 |
Total other expenses | 32,614 | 53,799 |
Loss Before Discontinued Operations | (310,279) | (191,258) |
Loss From Discontinued Operations | (614,072) | (7,605,259) |
Net loss | $ (924,351) | $ (7,796,517) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 60,503,341 | 60,503,341 |
Loss per share- basic and diluted | ||
Continuing operations | $ 0 | $ 0 |
Discontinued operations | (0.02) | (0.13) |
Total | $ (0.02) | $ (0.13) |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 ORGANIZATION AND DESCRIPTION BUSINESS
Hammer Fiber Optics Holdings Corp (OTCQB:HMMR) is a telecommunications company investing in the future of wireless technology. Hammers Everything Wireless go to market strategy includes the develop of high speed fixed wireless service for residential, small business and enterprise clients using its wireless fiber platform, Hammer Wireless AIR®, mobility networks including 4G/LTE, Over-the-Top services such as voice, SMS and collaboration services and hosting services including cloud and colocation. |
NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER | NOTE 2 CORPORATE HISTORY AND BACKGROUND ON MERGER
The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Companys principal activity was an exploration stage company engaged in the acquisition of mineral properties then owned by the Company.
On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Companys common stock equal to 51% of the issued and outstanding common stock of the Company. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.
On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into s Share Exchange Agreement (the Share Exchange Agreement) with Hammer Fiber Optics Investments, Ltd., a Delaware corporation (HFOI), and the controlling stockholders of HFOI (the HFOI Shareholders). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the HFOI Shares) and in exchange, the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the HMMR Shares). As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company.
On April 13, 2016, the Board of Directors (BOD) approved a Plan of Merger (the Plan of Merger) under Nevada Revised Statuses (NRS) Section 92A.180 to merge (the Merger) with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings Inc. to Hammer Fiber Optics Holdings Corp. The Plan of Merger also provided for a 1 for 1,000 exchange ratio for shareholders of both the Company and the HRO Holdings, which had the effect of a 1 for 1,000 reverse split of the common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to Financial Industry Regulatory Authority (the FINRA) for its review and approval.
On May 3, 2016, the FINRA approved the merger with the wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp. (HFO Holdings). Accordingly, thereafter, the Companys name was changed and the shares of common stock began trading under new ticker symbol HMMR as of May 27, 2016. The merger was effected on July 19, 2016.
On September 11, 2018, our board of directors approved stock purchase agreements with 1stPoint Communications LLC and its subsidiaries, Endstream Communications LLC, Open Data Centers LLC and Shelcomm Inc. for the acquisition of all of the equity of the entities. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate a data center facility in Piscataway, New Jersey. The acquisition of 1stPoint Communications, LLC, Open Data Centers, LLC and Shelcomm, Inc. closed on November 1, 2018. The acquisition of Endstream Communications, LLC closed on December 17, 2018.
On January 29, 2019 our board of directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity. The acquisition of American Network, Inc closed on September 1, 2019.
As of April 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
COVID-19 Pandemic Update
In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. Partly due to the COVID-19 pandemic, the Company shut down the operations of its Open Data Centers, LLC operations effective April 30, 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time.
On May 5, 2020, the Companys 1stPoint Communications LLC subsidiary entered into a $88,097 note payable to Bank of America, pursuant to the Paycheck Protection Program (PPP Loan) under the CARES Act. The loan remains outstanding at July 31, 2020.
Cash and cash equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Property and equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For network service equipment, and furniture and fixtures, the useful life is ten and five years, respectively. Leasehold Improvements are depreciated over six years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.
Impairment of long-lived assets
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses for any long-lived assets.
Notes Receivable
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty is more likely than not to default.
Indefinite lived intangible assets
The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses.
The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses.
Revenue recognition
The Company accounts for revenues under Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers" (Topic 606), which we adopted on August 1, 2018, using the modified retrospective approach. This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP. . The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Companys revenues have consisted primarily of subscription agreements for its broadband internet and voice-over-IP phone services. Residential broadband service delivered to customers over the Companys hybrid fiber and wireless network in Atlantic County, New Jersey has been the primary revenue source. Revenues are supplemented by phone and add-on services. Broadband services delivered via fiber optics to enterprise businesses account for the remaining sources of revenue. Services have been billed monthly to subscribers on either a one- year or two-year contract for residential customers and three-year contracts for enterprise business customers. Revenue begins accruing as service is delivered at commencement of the customers service contract.
Income taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Fair value measurements
The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 quoted prices in active markets for identical assets or liabilities
Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.
Consolidation of financial statements
Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, Hammer Fiber Optic Investments Ltd, 1stPoint Communications,LLC, Endstream Communications, LLC, Shelcomm, Inc., Open Data Centers, LLC, and American Network, Inc. The company is also the beneficial owner of Hammer Wireless SL. The financial statements for Hammer Fiber Optics Holdings Corp. and its subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Hammer Fiber Optics Investments, Ltd and Open Data Centers, LLC have been discontinued and are reported on a summarized basis in consolidation.
Basic and Diluted Earnings (Loss) per Common Share
The basic earnings (loss) per share are calculated by dividing the Companys net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of July 31, 2020 and 2019, there were no common stock equivalents outstanding.
Recent accounting pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In addition, during 2016 the FASB has issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, all of which clarify certain implementation guidance within ASU 2014-09, and ASU 2016-11, which rescinds certain SEC guidance effective upon an entitys adoption of ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The Company adopted ASU No. 2014-09 and related updates on August 1, 2018. Adoption did not have a material impact on the Companys consolidated financial statements.
In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 15, 2018. The Company is assessing the impact this standard will have on its consolidated financial statements. The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.
Reclassifications
Certain reclassifications have been made to the financial statements to conform to the consolidated 2020 financial statement presentation.
Accounts Receivable
Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Companys portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Companys customers. |
NOTE 4 - GOING CONCERN |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 4 - GOING CONCERN | NOTE 4 GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Companys continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means. |
NOTE 5 - DISCONTINUED OPERATIONS |
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NOTE 5 - DISCONTINUED OPERATIONS | NOTE 5 DISCONTINUED OPERATIONS
Hammer Fiber Optics Investment Ltd ceased operations in the Atlantic County geographical market on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. The operations of Hammer Fiber Optics Investments, Ltd were classified as a discontinued operation. Open Data Centers, LLC ceased operating in its Piscataway, NJ location in May 2020 and was classified as a discontinued operation. Reporting of the discontinued operations is in accordance with Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The following summarizes the assets and liabilities of the discontinue operations:
The following summarizes the operations of the discontinue operations:
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NOTE 6 - ACQUISITIONS |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 6 - ACQUISITIONS | NOTE 6 ACQUISITIONS
On September 1, 2019, the Company completed the previously announced purchase of the assets of American Network, Inc.. The purchase price for the acquisition was 500,000 shares of the Companys Common Stock from treasury stock. The purchase price of $230,000 is allocated to intangible assets, which includes vendor contracts, CLEC agreements and telephone number assets. |
NOTE 7 - PROPERTY AND EQUIPMENT |
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NOTE 7 - PROPERTY AND EQUIPMENT | NOTE 7 PROPERTY AND EQUIPMENT
As of July 31, 2020, property and equipment from ongoing operations included:
Depreciation expense was $44,454 and $30,768 for the years ended July 31, 2020 and 2019, respectively. |
NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 8 INDEFINITE LIVED INTANGIBLE ASSETS
The Company has $18,934 of recognized indefinite lived intangible assets, which consist of the ownership of Internet Protocol version 4 (IPv4) address blocks. The Hammer Wireless SL, Ltd. Subsidiary has been granted a nationwide telecommunications and wireless license in the country of Sierra Leone, for which it paid $218,584. Hammer paid $42,500 to Wikibuli, Inc. in exchange for capital stock in Wikibuli, the operating company in Dominica.
These assets are not amortized and are evaluated routinely for potential impairment. If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the assets fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized. |
NOTE 9 - RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 RELATED PARTY TRANSACTIONS
On October 9, 2016, the Company entered into a short-term loan agreement with a family member of a member of the Companys Board of Directors (BOD). Under the agreement, the lender advanced $100,000 to the Company for the purpose of providing working capital. The loan carries an annual interest rate of 3%. The Company is currently in default on this loan. On September 15, 2016, the Company received $210,000 from a family member of a member of the BOD, also for the purpose of working capital, and has recorded such amount as a deposit in anticipation of executing a loan agreement.
On April, 9 2018, the Company received an additional $20,000 deposit from a family member of a member of the BOD. The amount was intended as additional working capital. The Company anticipates execution of a loan agreement relative to this advance.
During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a Director for an aggregate amount of $2,400,000 and $1,000,000, respectively. The $2,400,000 note matures on January 4, 2019. The terms consist of ten principal and interest payments due quarterly in the amount of $300,000 for total payments of $3,000,000. The Company is currently in default on this loan. To date, the Company has made payments on this note amounting to $725,831. The payments were applied to interest accrued as of the time of payment as well as to principal. The principal balance was $2,294,067 at July 31, 2018 and 2017. The interest accrued was $219,434 at July 31, 2018 and $69,594 at July 31, 2017, respectively.
The $1,000,000 note matured on June 9, 2018 at which time the principal became due in its entirety, in addition to simple interest accrued at 3%. The company is currently in default on this loan.
On February 12, 2018, the Company entered into a convertible promissory note for the sum of $103,000. On June 19, 2018, the note was settled in full on the companys behalf by a Director. The settlement included a prepayment penalty for a full settlement amount of $132,433. The difference between the carrying value of the loan and the full settlement amount ($29,433) was recorded as interest expense.
During the fiscal year 2018, the Company entered into a Stock Purchase Agreement with a related party for the sum of $14,000 of common stock at $0.4629 per share on May 5, 2019, and the sum of $12,000 of common stock at $0.405 per share on May 30, 2019.
During the fiscal year 2019, the Company entered into a Stock Purchase Agreement with a related party for the sum of $25,000 of common stock at $0.25 per share on March 17, 2020, the sum of $40,000 of common stock at $0.24 per share on March 24, 2020.
On April 6, 2020, the Company entered into a promissory note for the sum of $36,300 with a related party. The note bears interest at a rate of 6%, payable quarterly.
As of July 31, 2020, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet. |
NOTE 10 - CONVERTIBLE DEBT |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 10 - CONVERTIBLE DEBT | NOTE 10 CONVERTIBLE DEBT
On February 12, 2018, the Company entered into an agreement for a convertible promissory note for the sum of $103,000. The note accrues interest at a rate of 12% per annum due at maturity. The note matures nine months from the issuance date. Prepayment of the note is subject to a premium charge based on the amount of days prepaid before the maturity date. The note allows conversion into the Companys common stock at a discount of 37 percent of the stocks market price. The holder shall have the right after 180 days to convert all or part of the note at their discretion. On June 19, 2018 the note was settled in full on the companys behalf by a Director. |
NOTE 11 - INCOME TAXES |
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NOTE 11 - INCOME TAXES | NOTE 11 INCOME TAXES
The Companys income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect managements best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimate are required in the determination of the consolidated income tax expense.
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the fiscal year ended July 31, 2020 and 2019, to the Companys effective tax rate is as follows:
The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2020 and 2019 are as follows:
The Tax Cuts and Jobs Act of 2017 (the Act) reduced the statutory corporate federal income tax rate from 35% to 21% beginning in 2018. The blended tax rate for 2018 considered the tax laws enacted in 2017. The tax effect of temporary differences from net operating losses (NOL) has been reduced to reflect the newly enacted rate.
The Company has approximately $22,912,000 of NOL carried forward to offset taxable income in future years. The tax laws enacted in 2017 also changed the treatment of NOL. Prior to the change, NOL could be carried back up to two years and carried forward up to 20 years to offset taxable income. In the new tax law, the NOL that can be carried forward is limited to 80% of the taxable income, can no longer be carried back, but are allowed to be carried forward indefinitely. The new law will apply to NOL arising in tax years beginning December 31, 2017, hence, $3,000,000 of the NOL will be subject to the 80% limitation and will be carried forward indefinitely while $19,297,000 of the NOL will be carried forward for 20 years and will begin to expire in 2036.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
As of July 31, 2020 and 2019, the Company has no unrecognized income tax benefits. The Companys policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as a tax expense. No interest or penalties have been recorded during the years ended July 31, 2020 and 2019. As of July 31, 2020 and 2019, the Company did not have any amounts recorded pertaining to uncertain tax positions.
The tax years from 2015 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. |
NOTE 12 - STOCKHOLDERS' EQUITY |
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NOTE 12 - STOCKHOLDERS' EQUITY | NOTE 12 STOCKHOLDERS EQUITY
Treasury Stock
During the year ended July 31, 2020, the Company received cash of $65,000 from the sale of 266,667 treasury shares to various Directors:
These shares have not yet been issued, and not deducted from Treasury Stock.
During the year ended July 31, 2019, the Company received cash of $26,000 from the sale of 59,874 treasury shares to various investors and a Directors.
The Company issued 245,112 treasury shares to related and third parties for in association with the conversion of a note payable in accordance with the original terms and conditions of the note. Additionally, the company issued 3,802,275 shares associated with the acquisitions of Endstream Communications, LLC, Open Data Centers, LLC, Shelcomm, Inc. and 1stPoint Communications, LLC and its subsidiaries. 7,016,000 have been reserved for issuance to the sellers in these acquisitions under the Stock Purchase Agreements.
On January 4, 2019 the Company repurchased 13,000,000 shares of restricted Common Stock from substantial related-party shareholders. The shares of common stock were repurchased by the Company at $0.0001 per share. The repurchased shares were added to the Treasury stock of the Company and intend to be used for the purposes of effecting mergers, acquisitions, joint ventures, contractual relations and may be issued to investors under private placement agreements. |
NOTE 13 - COMMITMENTS AND LEASES |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 13 - COMMITMENTS AND LEASES | NOTE 13 COMMITMENTS AND LEASES
In discontinuing Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. the company no longer has any material long term leases or obligations. |
NOTE 14 - FOREIGN CURRENCY |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 14 - FOREIGN CURRENCY | NOTE 14 FOREIGN CURRENCY
We transact business in various foreign currencies including the Euro and the Leone. In general, the functional currency of a foreign operation is the local countrys currency. Consequently, revenues and expenses of operations outside the United States are translated into USD Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. The effects of foreign currency translation adjustments are not material to the Companys accompanying financial statements. |
NOTE 15 - S-1 REGISTRATION STATEMENT |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 15 - S-1 REGISTRATION STATEMENT | NOTE 15 S-1 REGISTRATION STATEMENT
On October 8, 2019, the Company completed an Equity Purchase Agreement with Peak One Opportunity Fund (Peak One) and Peak One Investments, LLC (Peak One Investments) giving the Company the option to sell up to $10,000,000 worth of our common stock to Peak One (the Maximum Commitment Amount), in increments, over the period ending twenty-four (24) months after the date the Registration Statement is deemed effective by the SEC (the Commitment Period). Additionally, the Company is required to issue Commitment Fees of 175,000 Shares each to Peak One and Peak One Investments.
The Company also has an October 8, 2019 Registration Rights Agreement with Peak One requiring us to file an S-1 Registration Statement providing for the registration of 13,350,000 Shares that result from our selling to Peak One an indeterminate number of shares up to an aggregate purchase price of $10,000,000 and the subsequent resale by Peak One of such shares. This S-1 was effective on February 1, 2020. |
NOTE 16 - SUBSEQUENT EVENTS |
12 Months Ended |
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Jul. 31, 2020 | |
Notes | |
NOTE 16 - SUBSEQUENT EVENTS | NOTE 16 SUBSEQUENT EVENTS
None. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of presentation (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Basis of presentation | Basis of presentation
The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Use of estimates | Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: COVID-19 Pandemic Update (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
COVID-19 Pandemic Update | COVID-19 Pandemic Update
In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. Partly due to the COVID-19 pandemic, the Company shut down the operations of its Open Data Centers, LLC operations effective April 30, 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time.
On May 5, 2020, the Companys 1stPoint Communications LLC subsidiary entered into a $88,097 note payable to Bank of America, pursuant to the Paycheck Protection Program (PPP Loan) under the CARES Act. The loan remains outstanding at July 31, 2020. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and cash equivalents (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Cash and cash equivalents | Cash and cash equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Property and equipment | Property and equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For network service equipment, and furniture and fixtures, the useful life is ten and five years, respectively. Leasehold Improvements are depreciated over six years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of long-lived assets (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Impairment of long-lived assets | Impairment of long-lived assets
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses for any long-lived assets. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Notes receivable (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Notes receivable | Notes Receivable
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty is more likely than not to default. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-lived intangible assets (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Indefinite-lived intangible assets | Indefinite lived intangible assets
The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses.
The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue recognition (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Revenue recognition | Revenue recognition
The Company accounts for revenues under Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers" (Topic 606), which we adopted on August 1, 2018, using the modified retrospective approach. This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP. . The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Companys revenues have consisted primarily of subscription agreements for its broadband internet and voice-over-IP phone services. Residential broadband service delivered to customers over the Companys hybrid fiber and wireless network in Atlantic County, New Jersey has been the primary revenue source. Revenues are supplemented by phone and add-on services. Broadband services delivered via fiber optics to enterprise businesses account for the remaining sources of revenue. Services have been billed monthly to subscribers on either a one- year or two-year contract for residential customers and three-year contracts for enterprise business customers. Revenue begins accruing as service is delivered at commencement of the customers service contract. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income taxes (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Income taxes | Income taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair value measurements (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Fair value measurements | Fair value measurements
The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 quoted prices in active markets for identical assets or liabilities
Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation of financial statements (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Consolidation of financial statements | Consolidation of financial statements
Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, Hammer Fiber Optic Investments Ltd, 1stPoint Communications,LLC, Endstream Communications, LLC, Shelcomm, Inc., Open Data Centers, LLC, and American Network, Inc. The company is also the beneficial owner of Hammer Wireless SL. The financial statements for Hammer Fiber Optics Holdings Corp. and its subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Hammer Fiber Optics Investments, Ltd and Open Data Centers, LLC have been discontinued and are reported on a summarized basis in consolidation. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) per Common Share (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Basic and Diluted Earnings (Loss) per Common Share | Basic and Diluted Earnings (Loss) per Common Share
The basic earnings (loss) per share are calculated by dividing the Companys net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of July 31, 2020 and 2019, there were no common stock equivalents outstanding. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent accounting pronouncements (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Recent accounting pronouncements | Recent accounting pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In addition, during 2016 the FASB has issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, all of which clarify certain implementation guidance within ASU 2014-09, and ASU 2016-11, which rescinds certain SEC guidance effective upon an entitys adoption of ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The Company adopted ASU No. 2014-09 and related updates on August 1, 2018. Adoption did not have a material impact on the Companys consolidated financial statements.
In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 15, 2018. The Company is assessing the impact this standard will have on its consolidated financial statements. The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Reclassifications | Reclassifications
Certain reclassifications have been made to the financial statements to conform to the consolidated 2020 financial statement presentation. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies) |
12 Months Ended |
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Jul. 31, 2020 | |
Policies | |
Accounts Receivable | Accounts Receivable
Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Companys portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Companys customers. |
NOTE 5 - DISCONTINUED OPERATIONS: Schedule of assets and liabilities of discontinued operations (Tables) |
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Jul. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assets and liabilities of discontinued operations |
|
NOTE 5 - DISCONTINUED OPERATIONS: Schedule of Operations of discontinued operations (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Operations of discontinued operations |
|
NOTE 7 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Tables) |
12 Months Ended | |||||||||||||||||||||||||
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Jul. 31, 2020 | ||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||
Schedule of Property, Plant and Equipment |
|
NOTE 11 - INCOME TAXES: Schedule of Income Tax Expense, Deferred Tax Assets and Liabilities, and Reconciliation of Income Tax Benefit (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Income Tax Expense, Deferred Tax Assets and Liabilities, and Reconciliation of Income Tax Benefit |
The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2020 and 2019 are as follows:
|
NOTE 12 - STOCKHOLDERS' EQUITY: Schedule of Sale of Treasury Stock during the year ended July 31, 2019 (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2020 | |||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||
Schedule of Sale of Treasury Stock during the year ended July 31, 2019 |
|
NOTE 12 - STOCKHOLDERS' EQUITY: Schedule of Sale of Treasury Stock during the year ended July 31, 2018 (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2020 | |||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||
Schedule of Sale of Treasury Stock during the year ended July 31, 2018 |
|
NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER (Details) |
12 Months Ended |
---|---|
Jul. 31, 2020 | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Sep. 23, 2010 |
NOTE 5 - DISCONTINUED OPERATIONS: Schedule of Operations of discontinued operations (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2020 |
Jul. 31, 2019 |
|
Operating expenses | ||
Discontinued Operations - Operations and maintenance | $ 679,967 | $ 849,751 |
Discontinued Operations - General and administrative | 226,916 | 125,553 |
Discontinued Operations - Depreciation and amortization | 10,348 | 310.775 |
Discontinued Operations - Impairment expense | 223,025 | 6,807,832 |
Discontinued Operations - Loss from operations | (611,941) | (7,506,553) |
Other income (expense) | ||
Discontinued Operations - Interest expense | (2,131) | (98,706) |
Discontinued Operations - Interest income | 0 | 7,060 |
Discontinued Operations - Total other income (expense) | 0 | 0 |
Discontinued Operations - Net Loss | $ (614,072) | $ (7,605,259) |
NOTE 6 - ACQUISITIONS (Details) - Acquisition #1 |
12 Months Ended |
---|---|
Jul. 31, 2020 | |
Business Acquisition, Effective Date of Acquisition | Sep. 01, 2019 |
Business Acquisition, Name of Acquired Entity | American Network, Inc. |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | 500,000 shares of the Companys Common Stock |
NOTE 7 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Details) - USD ($) |
Jul. 31, 2020 |
Jul. 31, 2019 |
---|---|---|
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ (1,005,311) | |
Property, Plant and Equipment, Net | $ 140,758 | $ 136,493 |
Computer and Telecom equipment | ||
Life | 5 years | |
Property, Plant and Equipment, Gross | $ 1,146,069 |
NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS (Details) |
Jul. 31, 2020
USD ($)
|
---|---|
Details | |
Intangible Assets, Net (Excluding Goodwill) | $ 18,934 |
NOTE 10 - CONVERTIBLE DEBT (Details) - Convertible Note 1 |
12 Months Ended |
---|---|
Jul. 31, 2020
USD ($)
| |
Debt Instrument, Issuance Date | Feb. 12, 2018 |
Debt Instrument, Issuer | Company |
Debt Instrument, Description | convertible promissory note |
Debt Instrument, Face Amount | $ 103,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Debt Instrument, Payment Terms | Prepayment of the note is subject to a premium charge based on the amount of days prepaid before the maturity date |
Debt Instrument, Convertible, Terms of Conversion Feature | The note allows conversion into the Companys common stock at a discount of 37 percent of the stocks market price |
NOTE 11 - INCOME TAXES: Schedule of Income Tax Expense, Deferred Tax Assets and Liabilities, and Reconciliation of Income Tax Benefit (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2020 |
Jul. 31, 2019 |
|
Details | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (194,114) | $ (1,637,269) |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 194,114 | 1,637,269 |
Deferred Tax Assets, Operating Loss Carryforwards | 4,876,484 | 4,682,370 |
Deferred Tax Assets, Valuation Allowance | $ (4,876,484) | $ (4,682,370) |
NOTE 12 - STOCKHOLDERS' EQUITY: Schedule of Sale of Treasury Stock during the year ended July 31, 2019 (Details) |
12 Months Ended |
---|---|
Jul. 31, 2020
USD ($)
$ / shares
shares
| |
During Year Ended July 31, 2019 - #1 | |
Treasury Stock Sold, Price Per Share | $ / shares | $ 0.25 |
Treasury Stock Sold, Number of Shares | shares | 100,000 |
Treasury Stock Sold, Value | $ | $ 25,000 |
During Year Ended July 31, 2019 - #2 | |
Treasury Stock Sold, Price Per Share | $ / shares | $ 0.24 |
Treasury Stock Sold, Number of Shares | shares | 166,667 |
Treasury Stock Sold, Value | $ | $ 40,000 |
During Year Ended July 31, 2019 - Total | |
Treasury Stock Sold, Number of Shares | shares | 266,667 |
Treasury Stock Sold, Value | $ | $ 65,000 |
NOTE 12 - STOCKHOLDERS' EQUITY (Details) |
12 Months Ended |
---|---|
Jul. 31, 2019
USD ($)
shares
| |
Capital contributions | $ | $ 26,000 |
Treasury Stock | |
Capital Contribution, Shares | shares | (59,874) |
NOTE 12 - STOCKHOLDERS' EQUITY: Schedule of Sale of Treasury Stock during the year ended July 31, 2018 (Details) |
12 Months Ended |
---|---|
Jul. 31, 2019
USD ($)
$ / shares
shares
| |
During Year Ended July 31, 2018 - #1 | |
Treasury Stock Sold, Price Per Share | $ / shares | $ 0.4629 |
Treasury Stock Sold, Number of Shares | shares | 30,244 |
Treasury Stock Sold, Value | $ | $ 14,000 |
During Year Ended July 31, 2018 - #2 | |
Treasury Stock Sold, Price Per Share | $ / shares | $ 0.405 |
Treasury Stock Sold, Number of Shares | shares | 29,630 |
Treasury Stock Sold, Value | $ | $ 12,000 |
During Year Ended July 31, 2018 - Total | |
Treasury Stock Sold, Number of Shares | shares | 59,874 |
Treasury Stock Sold, Value | $ | $ 26,000 |
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