Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Jul. 31, 2021 | Jan. 31, 2021 | Jan. 29, 2021 | Jul. 31, 2020 | |
Cover [Abstract] | ||||
Entity Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP | |||
Registrant CIK | 0001539680 | |||
Fiscal Year End | --07-31 | |||
Document Type | 10-K | |||
Document Period End Date | Jul. 31, 2021 | |||
Entity File Number | 000-1539680 | |||
Entity Incorporation, State or Country Code | NV | |||
Entity Tax Identification Number | 98-1032170 | |||
Entity Address, Address Line One | 6151 Lake Osprey Drive | |||
Entity Address, City or Town | Sarasota | |||
Entity Address, Postal Zip Code | 34240 | |||
Local Phone Number | 941-306-3019 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Address, Country | CL | |||
Entity Public Float | $ 10,903,208 | |||
Share Price | $ 0.299 | |||
Common Stock, Shares, Issued | 60,583,341 | 60,583,341 | ||
Entity Listing, Par Value Per Share | $ 0.001 | |||
Entity Common Stock, Shares Outstanding | 57,010,256 | |||
Amendment Flag | false | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Annual Report | true | |||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 77,706 | $ 73,931 |
Accounts receivable | 285,006 | 431,350 |
Security Deposits | 11,802 | 10,446 |
Prepaid expenses | 14,808 | 48,797 |
Total current assets | 388,502 | 564,524 |
Property and equipment, net | 155,939 | 140,758 |
Intangible and other assets | 3,113,508 | 3,156,656 |
Assets from Discontinued Operations | 1,243,090 | 1,281,313 |
Total assets | 4,901,909 | 5,143,251 |
Current Liabilities | ||
Accounts payable and accrued expenses | 908,136 | 1,206,664 |
Loans payable | 580,597 | 448,302 |
Deferred Revenue | 299,200 | 289,385 |
Total current liabilities | 1,787,933 | 1,944,351 |
Liabilities from Discontinued Operations | 632,318 | 8,538,423 |
Total Liabilities | 2,420,318 | 10,482,774 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 60,583,341 shares issued; 57,010,296 and 52,878,308 shares outstanding at July 31, 2021 and 2020, respectively | 60,853 | 60,503 |
Additional paid-in capital | 22,859,434 | 17,512,284 |
Accumulated deficit | (20,428,696) | (22,912,310) |
Total Stockholder's Equity (Deficit) | 2,481,491 | (5,339,523) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 4,901,909 | $ 5,143,251 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2021 | Jul. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 60,583,341 | 60,583,341 |
Common Stock, Shares, Outstanding | 57,010,296 | 52,878,308 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 2,199,127 | $ 1,781,139 |
Costs and Expenses [Abstract] | ||
Cost of sales | 1,586,357 | 1,156,996 |
Selling, general and administrative expenses | 694,389 | 857,354 |
Depreciation expense | 55,389 | 44,454 |
Total operating expenses | 2,318,144 | 2,058,804 |
Operating Loss | (119,017) | (277,665) |
Other income (expense) | ||
Other Income | 213,026 | 0 |
Interest expense | (30,797) | 31,843 |
Other expenses | (2,475) | 771 |
Total other expenses | 179,754 | 32,614 |
Income (loss) Before Discontinued Operations | 60,737 | (310,279) |
Income (loss) From Discontinued Operations | 2,412,877 | (614,072) |
Net income (loss) | $ 2,473,614 | $ (924,351) |
Weighted average number of common shares outstanding - basic and diluted | 60,853,341 | 60,853,341 |
Loss per share- basic and diluted | ||
Continuing operations | $ 0 | $ 0 |
Discontinued operations | 0.04 | (0.02) |
Total | $ 0.04 | $ (0.02) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2019 | $ 60,853 | $ 17,201,434 | $ (21,987,959) | $ (4,725,672) | |
Balance (shares) at Jul. 31, 2019 | 60,853,341 | 8,825,033 | |||
Treasury shares issued for acquisition | 230,000 | 230,000 | |||
Treasury shares issued for acquisition (shares) | (500,000) | ||||
Commitment shares issued in registration statement | 80,500 | 80,500 | |||
Commitment shares issued in registration statement (shares) | (350,000) | ||||
Net Income (loss) | (924,351) | (924,351) | |||
Balance at Jul. 31, 2020 | $ 60,853 | 17,511,934 | (22,912,310) | (5,339,523) | |
Balance (shares) at Jul. 31, 2020 | 60,853,341 | 7,975,033 | |||
Treasury shares issued for cash | 75,000 | 75,000 | |||
Treasury shares issued for cash (shares) | (307,377) | ||||
Treasury shares issued for acquisition (shares) | (2,067,071) | ||||
Treasury shares issued for debt settlement | 5,272,500 | $ 5,272,500 | |||
Treasury shares issued for debt settlement (shares) | (1,757,500) | 1,757,500 | |||
Net Income (loss) | 2,473,614 | $ 2,473,614 | |||
Balance at Jul. 31, 2021 | $ 60,853 | $ 22,859,434 | $ (20,438,696) | $ 2,481,591 | |
Balance (shares) at Jul. 31, 2021 | 60,853,341 | 3,843,085 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ 2,473,614 | $ (924,351) |
Loss from discontinued operations | (2,412,877) | 614,072 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain on loan forgiveness | (88,097) | 0 |
Depreciation expense | 55,389 | 44,454 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 146,344 | 54,114 |
Security deposits | (636) | (7,771) |
Prepaid expenses | 33,989 | 31,565 |
Accounts payable | (295,901) | 277,044 |
Deferred revenue | 9,815 | 61,576 |
Net cash provided by (used in) operating activities- continuing operations | (78,360) | 150,703 |
Net cash provided by (used in) operating activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) operating activities | (78,360) | 150,703 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (75,503) | (52,022) |
Purchase of licenses | 0 | 0 |
Acquisition of customer contracts | 0 | (55,476) |
Net cash provided by (used in) investing activities- continuing operations | (75,503) | (107,498) |
Net cash provided by (used in) investing activities- discontinued operations | 0 | (356,568) |
Net cash provided by (used in) investing activities | (75,503) | (464,066) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans | (103,493) | (43,923) |
Proceeds from loans | 411,031 | 343,450 |
Net cash provided by (used in) financing activities- continuing operations | 307,538 | 299,527 |
Net cash provided by (used in) financing activities- discontinued operations | (150,000) | 0 |
Net cash provided by (used in) financing activities | 157,537 | 299,527 |
Net increase (decrease) in cash | 3,675 | (13,836) |
Cash, beginning of period | 73,931 | 87,767 |
Cash, end of period | 77,606 | 73,931 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
Cash paid for interest | 30,797 | 31,843 |
Cash paid for taxes | $ 2,475 | $ 771 |
ORGANIZATION AND DESCRIPTION BU
ORGANIZATION AND DESCRIPTION BUSINESS | 12 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION BUSINESS Hammer Fiber Optics Holdings Corp (OTCQB:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure. Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions. Hammer's "Everything Wireless" go to market strategy for its telecommunications business includes the development of high speed fixed wireless service for residential, small business and enterprise clients using its wireless fiber platform, Hammer Wireless AIRĀ®, mobility networks including 4G/LTE, Over-the-Top services such as voice, SMS and collaboration services and hosting services. |
CORPORATE HISTORY AND BACKGROUN
CORPORATE HISTORY AND BACKGROUND ON MERGER | 12 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Company's 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 Company's 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 Company's 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. On October 25, 2021 our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent (100%) of its stock. TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements. TFS will be renamed HammerPay [USA] Ltd. This acquisition has been discussed in the Subsequent Events. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
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 and on February 26, 2021 the Company's 1stPoint Communications LLC subsidiary entered into two $88,097 notes payable to Bank of America, pursuant to the Paycheck Protection Program ("PPP Loan") under the CARES Act. 1stPoint has met the requirements for Loan Forgiveness, and as of October 19, 2021, these notes have been forgiven by the Small Business Administration in accordance with rules of the CARES Act. The amounts of have been reflected as other income in the company's financial statements. 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 Company's 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 Company's 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 customer's 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 Company's 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 Company's 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, 2021 and 2020, 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. 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. Reclassifications Certain reclassifications have been made to the financial statements to conform to the consolidated 2021 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 Company's 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 Company's customers. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Company's 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jul. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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: July 31, 2021 July 31, 2020 Assets Current Assets Cash $ 0 $ 677 Accounts receivable 0 36,676 Other current assets 0 16,139 Total current assets 0 53,492 Other Assets Property and equipment- net 1,243,090 1,227,821 Intangible assets 0 - Total other assets 0 1,227,821 Total Assets $ 1,243,090 $ 1,281,313 Liabilities and Net Assets Current Liabilities Accounts payable $ 632,385 $ 4,632,405 Notes payable- related parties 0 210,000 Current portion of long-term notes payable - related parties 0 3,313,544 Accrued interest 0 382,474 Rent Concessions 0 - Total current liabilities 632,385 8,538,423 Net assets (liabilities) $ 611,575 $ (7,257,110 ) The following summarizes the operations of the discontinue operations: July 31, 2021 July 31, 2020 Revenue $ - $ $528,315 Operating expenses Operations and maintenance - 679,967 General and administrative - 226,916 Depreciation and amortization - 10,348 Impairment expense - 223,025 Loss from operations - (611,941 ) Other income (expense) - Interest expense - (2,131 ) Interest income - 0 Total other income (expense) - - Net Loss $ - $ (614,072 ) |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jul. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 6 - ACQUISITIONS There were no new acquisitions during the period. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 - PROPERTY AND EQUIPMENT As of July 31, 2021, property and equipment from ongoing operations included: Amount Life Computer and Telecom equipment $ 1,216,639 5 years Less: Accumulated depreciation (1,060,700 ) Total $ 155,939 Depreciation expense was $55,389 and $44,454 for the years ended July 31, 2021 and 2020, respectively. |
INDEFINITE LIVED INTANGIBLE ASS
INDEFINITE LIVED INTANGIBLE ASSETS | 12 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS The Company has intangible assets with indefinite useful lives resulting from various acquisitions, including of 1stPoint Communications LLC and Endstream Communications, LLC. A portion of our intangible assets are wireless licenses that provide our wireless operations with the exclusive right to utilize designated radio frequency spectrum to provide communication services. While licenses are often issued for only a fixed time, such licenses are subject to renewal. License renewals have occurred routinely and at nominal cost. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of our licenses. As a result, we treat the wireless licenses as an indefinite-lived intangible asset. We re-evaluate the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life. 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 asset's fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized. Based upon the qualitative and quantitative factors, the Company determined that itsā intangible assets are not impaired at July 31, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
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 Company's 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%. 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. The company settled this note for the full amount in stock at $3/share of HMMR common stock on July 31, 2021. 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. 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. This company settled this note for the full amount in stock at $3/share of HMMR common stock on July 31, 2021. 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 settled these amounts in full on of July 31, 2021 in exchange for HMMR common stock at $3/share. 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 company's 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. On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a related party. The note bears interest at a rate of 6%, payable quarterly. As of July 31, 2021, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
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 percent 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 Company's common stock at a discount of 37 percent of the stock's 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 company's behalf by a Director. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES The Company's income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management's 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, 2021 and 2020, to the Company's effective tax rate is as follows: July 31, 2021 2020 Income tax benefit provision at statutory rate $ 619,512 $ (194,114 ) Change in valuation allowance (619,512 ) 194,114 $ - $ - The tax effects of temporary differences that give rise to the Company's net deferred tax assets as of July 31, 2021 and 2020 are as follows: July 31, 2021 2020 Net operating gain/loss $ 2,950,060 $ (4,876,484 ) Valuation allowance (2,950,060 ) 4,876,484 $ - $ - 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 rates. 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, 2021 and 2020, the Company has no unrecognized income tax benefits. The Company's 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, 2021 and 2020. As of July 31, 2021 and 2020, 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jul. 31, 2021 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12 - STOCKHOLDERS' EQUITY Treasury Stock During the year ended July 31, 2021, the Company received cash of $75,000 from the sale of 307,377 treasury shares to various Directors: Price Per Share Shares Value $ 0.24 307,377 $ 75,000 Total 307,377 $ 75,000 On January 22, 2021, the company issued 2,067,071 shares of stock in accordance with the Stock Purchase Agreements between the Company and 1stPoint Communications, LLC and Endstream Communications, LLC. On July 31, 2021, the Company issued 1,757,500 shares of stock in settlement of notes payable to a related party. |
COMMITMENTS AND LEASES
COMMITMENTS AND LEASES | 12 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND LEASES | NOTE 13 - COMMITMENTS AND LEASES Hammer does not currently have any material long term lease obligations. |
FOREIGN CURRENCY
FOREIGN CURRENCY | 12 Months Ended |
Jul. 31, 2021 | |
Foreign Currency [Abstract] | |
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 country's currency. Consequently, revenues and expenses of operations outside the United States are translated into US 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 Company's accompanying financial statements. |
S-1 REGISTRATION STATEMENT
S-1 REGISTRATION STATEMENT | 12 Months Ended |
Jul. 31, 2021 | |
Registration Statement [Abstract] | |
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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS On October 25, 2021 our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent (100%) of its stock. TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements. TFS will be renamed HammerPay [USA] Ltd. This acquisition has been discussed in the Subsequent Events. In exchange for 100% of the stock of TFS, the Company will deliver 5,000,000 shares of HMMR common stock. This stock is being issued from treasury and the transaction is non-dilutive. In order to facilitate this transaction, 3,000,000 shares of stock that had been reserved for other transactions will be returned to treasury. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
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"). |
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. |
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 and on February 26, 2021 the Company's 1stPoint Communications LLC subsidiary entered into two $88,097 notes payable to Bank of America, pursuant to the Paycheck Protection Program ("PPP Loan") under the CARES Act. 1stPoint has met the requirements for Loan Forgiveness, and as of October 19, 2021, these notes have been forgiven by the Small Business Administration in accordance with rules of the CARES Act. The amounts of have been reflected as other income in the company's financial statements. |
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. |
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. |
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. |
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. |
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. |
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 Company's 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 Company's 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 customer's service contract. |
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. |
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. |
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. |
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 Company's 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 Company's 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, 2021 and 2020, there were no common stock equivalents outstanding. |
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. 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. |
Reclassifications | Reclassifications Certain reclassifications have been made to the financial statements to conform to the consolidated 2021 financial statement presentation. |
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 Company's 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 Company's customers. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities & operations of discontinue operations | July 31, 2021 July 31, 2020 Assets Current Assets Cash $ 0 $ 677 Accounts receivable 0 36,676 Other current assets 0 16,139 Total current assets 0 53,492 Other Assets Property and equipment- net 1,243,090 1,227,821 Intangible assets 0 - Total other assets 0 1,227,821 Total Assets $ 1,243,090 $ 1,281,313 Liabilities and Net Assets Current Liabilities Accounts payable $ 632,385 $ 4,632,405 Notes payable- related parties 0 210,000 Current portion of long-term notes payable - related parties 0 3,313,544 Accrued interest 0 382,474 Rent Concessions 0 - Total current liabilities 632,385 8,538,423 Net assets (liabilities) $ 611,575 $ (7,257,110 ) |
Schedule of operations of discontinue operations | July 31, 2021 July 31, 2020 Revenue $ - $ $528,315 Operating expenses Operations and maintenance - 679,967 General and administrative - 226,916 Depreciation and amortization - 10,348 Impairment expense - 223,025 Loss from operations - (611,941 ) Other income (expense) - Interest expense - (2,131 ) Interest income - 0 Total other income (expense) - - Net Loss $ - $ (614,072 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Amount Life Computer and Telecom equipment $ 1,216,639 5 years Less: Accumulated depreciation (1,060,700 ) Total $ 155,939 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Reconciliation | July 31, 2021 2020 Income tax benefit provision at statutory rate $ 619,512 $ (194,114 ) Change in valuation allowance (619,512 ) 194,114 $ - $ - |
Schedule of net deferred tax assets | July 31, 2021 2020 Net operating gain/loss $ 2,950,060 $ (4,876,484 ) Valuation allowance (2,950,060 ) 4,876,484 $ - $ - |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Jul. 31, 2021 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of treasury stock issued | Price Per Share Shares Value $ 0.24 307,377 $ 75,000 Total 307,377 $ 75,000 |
CORPORATE HISTORY AND BACKGRO_2
CORPORATE HISTORY AND BACKGROUND ON MERGER (Narrative) (Details) - Share Exchange Agreement [Member] - shares | Apr. 13, 2016 | Feb. 02, 2015 | Apr. 25, 2016 | Oct. 25, 2021 |
Tanaris Power Holdings, Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 100.00% | |||
Percentage of issued and outstanding common stock | 51.00% | |||
Tanaris Power Holdings, Inc [Member] | Hammer Fiber Optics Investments, Ltd [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares acquired | 20,000,000 | |||
Number of restricted shares issued | 50,000,000 | |||
Reverse split | 1 for 1,000 | |||
Telecom Financial Services Limited [Member] | Subsequent Events [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 12 Months Ended |
Jul. 31, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment depreciation method | straight-line basis |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | five years |
Other Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | ten |
Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | six years |
1stPoint Communications LLC [Member] | Paycheck Protection Program [Member] | |
Property, Plant and Equipment [Line Items] | |
Notes Payable | $ 88,097 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of assets and liabilities of discontinued operations (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Current Assets | ||
Cash | $ 0 | $ 677 |
Accounts receivable | 0 | 36,676 |
Other current assets | 0 | 16,139 |
Total current assets | 0 | 53,492 |
Other Assets | ||
Property and equipment- net | 1,243,090 | 1,227,821 |
Intangible assets | 0 | 0 |
Total other assets | 0 | 1,227,821 |
Total Assets | 1,243,090 | 1,281,313 |
Current Liabilities | ||
Accounts payable | 632,385 | 4,632,405 |
Notes payable- related parties | 0 | 210,000 |
Current portion of long-term notes payable - related parties | 0 | 3,313,544 |
Accrued interest | 0 | 382,474 |
Rent Concessions | 0 | 0 |
Total current liabilities | 632,385 | 8,538,423 |
Net assets (liabilities) | $ 611,575 | $ (7,257,110) |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Operations of discontinued operations (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | $ 0 | $ 528,315 |
Operating expenses | ||
Operations and maintenance | 0 | 679,967 |
General and administrative | 0 | 226,916 |
Depreciation and amortization | 0 | 10,348 |
Impairment expense | 0 | 223,025 |
Loss from operations | 0 | (611,941) |
Other income (expense) | ||
Interest expense | 0 | (2,131) |
Interest income | 0 | 0 |
Total other income (expense) | 0 | 0 |
Net Loss | $ 0 | $ (614,072) |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 55,389 | $ 44,454 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property, plant and equipment (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Less: Accumulated depreciation | $ (1,060,700) | |
Property, Plant and Equipment, Net | $ 155,939 | $ 140,758 |
Computer and Telecom equipment [Member] | ||
Life | 5 years | |
Property, Plant and Equipment, Gross | $ 1,216,639 |
INDEFINITE LIVED INTANGIBLE A_2
INDEFINITE LIVED INTANGIBLE ASSETS (Narrative) (Details) | 12 Months Ended |
Jul. 31, 2021USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Recognized indefinite lived intangible assets | $ 18,934 |
Payments for telecommunications and wireless license by Hammer Wireless SL, Ltd | 218,584 |
Wikibuli, Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Payments in exchange for capital stock | $ 42,500 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | Sep. 01, 2020 | Apr. 06, 2020 | May 05, 2019 | Apr. 09, 2018 | Oct. 09, 2016 | Mar. 24, 2020 | Mar. 17, 2020 | May 30, 2019 | Jun. 19, 2018 | Feb. 12, 2018 | Sep. 15, 2016 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jun. 19, 2019 | Jul. 31, 2021 | Jan. 29, 2021 |
Related Party Transaction [Line Items] | |||||||||||||||||
Face amount of debt | $ 103,000 | ||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||
Conversion price | $ 3 | ||||||||||||||||
Conversion terms | The note allows conversion into the Company's common stock at a discount of 37 percent of the stock's market price. The holder shall have the right after 180 days to convert all or part of the note at their discretion. | ||||||||||||||||
Share price | $ 0.299 | ||||||||||||||||
Promissory note two [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Face amount of debt | $ 1,000,000 | ||||||||||||||||
Maturity date | Jun. 9, 2018 | ||||||||||||||||
Interest rate | 3.00% | ||||||||||||||||
Conversion price | 3 | ||||||||||||||||
Promissory note [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Face amount of debt | $ 100,000 | $ 36,300 | $ 2,400,000 | ||||||||||||||
Maturity date | Jan. 4, 2019 | ||||||||||||||||
Interest rate | 6.00% | 6.00% | |||||||||||||||
Conversion price | $ 3 | ||||||||||||||||
Payment terms of debt | The terms consist of ten principal and interest payments due quarterly in the amount of $300,000 for total payments of $3,000,000. | ||||||||||||||||
Frequency of periodic payment | quarterly | quarterly | |||||||||||||||
Quarterly principal and interest payments | $ 300,000 | ||||||||||||||||
Ten principal and interest payments | 3,000,000 | ||||||||||||||||
Payments of debt | $ 725,831 | ||||||||||||||||
Periodic payment principal | $ 2,294,067 | $ 2,294,067 | |||||||||||||||
Periodic interest payment | $ 219,434 | $ 69,594 | |||||||||||||||
Convertible promissory note [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Face amount of debt | $ 103,000 | ||||||||||||||||
Payments of debt | $ 132,433 | ||||||||||||||||
Interest expense | $ 29,433 | ||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Amount of transaction with related party | $ 14,000 | $ 40,000 | $ 25,000 | $ 12,000 | |||||||||||||
Share price | $ 0.4629 | $ 0.24 | $ 0.25 | $ 0.405 | |||||||||||||
Board of Directors (BOD) [Member] | Short Term Loan Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Amount of advanced lender for working capital | $ 20,000 | $ 100,000 | $ 210,000 | ||||||||||||||
Interest rate | 3.00% |
CONVERTIBLE DEBT (Narrative) (D
CONVERTIBLE DEBT (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 12, 2018 | Jul. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Face amount of debt | $ 103,000 | |
Interest rate | 12.00% | |
Maturity period of debt | The note matures nine months from the issuance date. | |
Conversion terms | The note allows conversion into the Company's common stock at a discount of 37 percent of the stock's market price. The holder shall have the right after 180 days to convert all or part of the note at their discretion. |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Percentage of income tax | 21.00% | 35.00% |
Operating loss carryforwards | $ 22,912,000 | |
Net operating loss carryforwards subject to 80% limitation | 3,000,000 | |
Net operating loss carryforwards for 20 years | $ 19,297,000 |
INCOME TAXES - Schedule of effe
INCOME TAXES - Schedule of effective tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit provision at statutory rate | $ 619,512 | $ (194,114) |
Change in valuation allowance | (619,512) | 194,114 |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
INCOME TAXES - Schedule of net
INCOME TAXES - Schedule of net deferred tax assets (Details) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating gain/loss | $ 2,950,060 | $ (4,876,484) |
Valuation allowance | (2,950,060) | 4,876,484 |
Net deferred tax assets | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 22, 2021 | Jul. 31, 2021 | |
Class of Stock [Line Items] | ||
Amount of shares issued directors | $ 75,000 | |
Number of shares issued directors | 307,377 | |
Number of stock settlement of notes payable related party | 1,757,500 | |
Directors [Member] | ||
Class of Stock [Line Items] | ||
Amount of shares issued directors | $ 75,000 | |
Number of shares issued directors | 307,377 | |
Stock Purchase Agreement [Member] | ||
Class of Stock [Line Items] | ||
Number of stock issued under agreements | 2,067,071 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of treasury stock issued (Details) | 12 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Shares | shares | 307,377 |
Value | $ | $ 75,000 |
Directors [Member] | |
Class of Stock [Line Items] | |
Price Per Share | $ / shares | $ 0.24 |
Shares | shares | 307,377 |
Value | $ | $ 75,000 |
S-1 REGISTRATION STATEMENT (Nar
S-1 REGISTRATION STATEMENT (Narrative) (Details) | Oct. 08, 2019USD ($)shares |
Equity Purchase Agreement [Member] | |
Registration Payment Arrangement [Line Items] | |
Maximum commitment amount | $ | $ 10,000,000 |
Number of share issue for commitment fees | shares | 175,000 |
Registration Rights Agreement [Member] | |
Registration Payment Arrangement [Line Items] | |
Number of shares sold | shares | 13,350,000 |
Aggregate purchase price | $ | $ 10,000,000 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Events [Member] - Share exchange agreement [Member] - Telecom Financial Services Limited ("TFS") [Member] | 1 Months Ended |
Oct. 25, 2021shares | |
Subsequent Event [Line Items] | |
Percentage of acquired stock | 100.00% |
Number of stock issued under acquisition | 5,000,000 |
Number of shares reserved treasury for stock transactions | 3,000,000 |