Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jan. 31, 2022shares | |
Cover [Abstract] | |
Entity Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP. |
Registrant CIK | 0001539680 |
Fiscal Year End | --07-31 |
Document Type | 10-Q/A |
Document Quarterly Report | true |
Document Period End Date | Jan. 31, 2022 |
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, State or Province | FL |
Entity Address, Postal Zip Code | 34240 |
City Area Code | 941 |
Local Phone Number | 306-3019 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Shell Company | false |
Entity Address, Country | US |
Entity Common Stock, Shares Outstanding | 60,853,341 |
Amendment Flag | true |
Amendment Description | This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022 (the “Original Filing”). This Form 10-Q/A is being amended to include a Statement of Stockholders’ Equity (Deficit) which was not included with the Original filing. There are no other changes to this document. |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Document Transition Report | false |
Entity Address, Address Line Two | Suite 300 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2022 | Jul. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 66,128 | $ 77,706 |
Accounts receivable | 329,246 | 285,006 |
Security Deposits | 111,082 | 11,802 |
Prepaid expenses | 19,819 | 14,808 |
Total current assets | 526,275 | 388,502 |
Property and equipment, net | 140,562 | 155,939 |
Intangible and other assets | 7,242,066 | 3,113,508 |
Assets from Discontinued Operations | 1,243,960 | 1,243,960 |
Total assets | 9,152,873 | 4,901,909 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,070,577 | 908,136 |
Loans payable | 632,629 | 580,597 |
Deferred Revenue | 280,665 | 299,200 |
Total current liabilities | 1,983,871 | 1,787,933 |
Liabilities from Discontinued Operations | 633,193 | 632,318 |
Total Liabilities | 2,617,064 | 2,420,318 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 60,503,341 shares issued; 45,944,954 and 45,994,954 shares outstanding at October 31, and July 31, 2020, respectively | 60,853 | 60,853 |
Additional paid-in capital | 27,109,934 | 22,859,434 |
Accumulated deficit | (20,634,978) | (20,438,696) |
Total Stockholder's Equity (Deficit) | 6,535,809 | 2,481,591 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 9,152,873 | $ 4,901,909 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jan. 31, 2022 | Jul. 31, 2021 |
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 | 60,853,341 | 60,853,341 |
Common Stock, Shares, Outstanding | 59,010,256 | 52,528,328 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 591,901 | $ 508,848 | $ 1,220,236 | $ 993,690 |
Costs and Expenses [Abstract] | ||||
Cost of sales | 475,618 | 338,001 | 917,551 | 677,177 |
Selling, general and administrative expenses | 239,547 | 182,328 | 421,669 | 343,567 |
Depreciation expense | 17,940 | 12,627 | 35,101 | 24,882 |
Total operating expenses | 733,105 | 532,956 | 1,374,321 | 1,045,626 |
Operating Loss | (141,204) | (24,108) | (154,085) | (51,936) |
Other expenses | ||||
Interest expense | 21,817 | 6,204 | 33,051 | 14,857 |
Other expenses | (28,061) | 14 | (854) | 68,192 |
Total other expenses | (6,244) | 6,218 | 32,197 | 83,049 |
Loss Before Discontinued Operations | (134,960) | (30,326) | (186,282) | (134,985) |
Income (Loss) From Discontinued Operations | 7,207 | 4,286,673 | (10,000) | 4,274,011 |
Net income (loss) | $ (127,753) | $ 4,256,347 | $ (196,282) | $ 4,139,026 |
Weighted average number of common shares outstanding - basic and diluted | 60,853,341 | 60,853,341 | 60,853,341 | 60,853,341 |
Gain per share- basic and diluted | ||||
Continuing operations | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued operations | 0 | 0.07 | 0 | 0.07 |
Total | $ 0 | $ 0.07 | $ 0 | $ 0.07 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2020 | $ 60,503 | $ 17,512,284 | $ (22,912,310) | $ (5,339,523) | |
Balance (shares) at Jul. 31, 2020 | 60,503,341 | 7,975,033 | |||
Net Income (loss) for the quarter | (117,321) | (117,321) | |||
Balance at Oct. 31, 2020 | $ 60,503 | 17,512,284 | (23,029,631) | (5,456,844) | |
Balance (shares) at Oct. 31, 2020 | 60,503,341 | 7,975,033 | |||
Net Income (loss) for the quarter | 4,256,347 | 4,256,347 | |||
Balance at Jan. 31, 2021 | $ 60,503 | 17,512,284 | (18,773,284) | (1,200,497) | |
Balance (shares) at Jan. 31, 2021 | 60,503,341 | 7,975,033 | |||
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 | |||
Net Income (loss) for the quarter | (68,529) | (68,529) | |||
Balance at Oct. 31, 2021 | $ 60,853 | 22,859,434 | (20,507,225) | 2,413,062 | |
Balance (shares) at Oct. 31, 2021 | 60,853,341 | 3,843,085 | |||
Shares returned to treasury (shares) | 3,000,000 | ||||
Treasury shares issued for acquisition | 4,250,500 | 4,250,500 | |||
Treasury shares issued for acquisition (shares) | (5,000,000) | ||||
Net Income (loss) for the quarter | (127,753) | (127,753) | |||
Balance at Jan. 31, 2022 | $ 60,853 | $ 27,109,934 | $ (20,634,978) | $ 6,535,809 | |
Balance (shares) at Jan. 31, 2022 | 60,853,341 | 1,843,085 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (196,282) | $ 4,139,026 |
(Income) Loss from discontinued operations | 10,000 | (4,274,011) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 35,101 | 24,882 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (73,711) | (130,204) |
Security deposits | 0 | 0 |
Prepaid expenses | (7,383) | 11,422 |
Accounts payable | 231,212 | 105,004 |
Deferred revenue | (12,684) | 17,341 |
Net cash provided by (used in) operating activities- continuing operations | (13,747) | (106,540) |
Net cash provided by (used in) operating activities- discontinued operations | (10,000) | (60,995) |
Net cash provided by (used in) operating activities | (23,747) | (167,535) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (23,745) | (3,424) |
Purchase of subsidiary equity | 0 | 0 |
Net cash provided by (used in) investing activities- continuing operations | (23,745) | (3,424) |
Net cash provided by (used in) investing activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) investing activities | (23,745) | (3,424) |
FINANCING ACTIVITIES | ||
Repayment of loans | (51,533) | (28,929) |
Proceeds from loans | 87,547 | 186,440 |
Net cash provided by (used in) financing activities- continuing operations | 36,014 | 157,511 |
Net cash provided by (used in) financing activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | 36,014 | 157,511 |
Net increase (decrease) in cash | (11,478) | (13,448) |
Cash, beginning of period | 77,606 | 73,931 |
Cash, end of period | 66,128 | 60,483 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
Cash paid for interest | 21,817 | 17,306 |
Cash paid for taxes | $ 73 | $ 214 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF 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 AIR®, 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 | 6 Months Ended |
Jan. 31, 2022 | |
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 shall become 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 provides 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. In 2016 Hammer Fiber Optics Investments Ltd deployed its first beta network in Atlantic County, New Jersey. The network used a spectrum license agreement from Straightpath Communications, LLC. On January 17, 2018 Verizon Communications, LLC purchased Straightpath Communications, LLC and on July14 2018, Verizon terminated the spectrum license agreement effective October 31, 2018 despite communications that it would continue to honor the agreement. On October 31, 2018 the Company ceased operations of the network in Atlantic County and subsequently classified the subsidiary as a discontinued operation. On November 1, 2018, the Company acquired Open Data Centers, LLC, 1stPoint Communications, LLC and its subsidiaries. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate data center facilities in Piscataway, New Jersey and Homewood, Alabama. On December 17, 2018, the Company closed the acquisition of Endstream Communications, LLC, a wholesale voice operator in the United States. 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. The acquisition of TFS closed on January 3, 2022. TFS has been renamed HammerPay [USA] Ltd. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2022 | |
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"). The interim financial statements for the three months ending October 31, 2021 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion, all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Form 10-K, for the year ended July 31, 2021, as filed with the Securities and Exchange Commission ("the SEC") at www.sec.gov 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 recorded on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over their respective lease terms. 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 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 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 any related impairment losses. 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 We adopted ASC 606 on August 1, 2018. Revenue is measured based on a consideration specified in a contract or agreement with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Incidental items that are immaterial in the context of the contract are recognized as expense. Unearned revenues are recorded when cash payments are received or due in advance of the performance of the services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. 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. As of July 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions. 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. Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries (which includes Shelcomm, Inc), Endstream Communications, LLC and American Network Inc., Hammer Wireless [SL], Ltd, and HammerPay [USA], Ltd. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Its subsidiaries Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020 Basic and Diluted Earnings (Loss) Per 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 January 31, 2022, and January 31, 2021, there were no common stock equivalents outstanding. Recent accounting pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) ("ASU 2018-07"). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity- classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Company's financial statements. The Company adopted ASU 2018-07 August 1, 2018. 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 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Company's financial statements during the period of adoption. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jan. 31, 2022 | |
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 | 6 Months Ended |
Jan. 31, 2022 | |
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. Reporting of the discontinued operation 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. Open Data Centers, LLC ceased operations at its sole location in Piscataway, NJ on May 1, 2020. The operations of Open Data Centers, LLC were classified as a discontinued operation. Reporting of the discontinued operation 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: January 31, January 31, 2022 2021 Assets Current Assets Cash $ - $ - Accounts receivable - 36,677 Other current assets - 16,139 Total current assets - 52,816 Other Assets Property and equipment- net 1,243,960 1,227,821 Total other assets 1,243,960 1,227,821 Total Assets $ 1,243,960 $ 1,280,637 Liabilities and Net Assets Current Liabilities Accounts payable $ 633,193 $ 121,406 Notes payable- related parties - 210,000 Notes payable - 3,313,544 Accrued interest - 382,474 Total current liabilities 633,193 4,027,424 Net assets (liabilities) $ 610,767 $ (2,746,787 ) The following summarizes the operations of the discontinued operations: January 31, 2022 January 31, 2021 Revenue $ - $ - Operating expenses Operations and maintenance - - General and administrative - - Depreciation and amortization - - - - Loss from operations - - Other income (expense) 7,207 4,286,673 Interest expense - - Total other income (expense) 7,207 - Net Income $ 7,207 $ 4,286,673 |
COMMITMENTS AND LEASES
COMMITMENTS AND LEASES | 6 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND LEASES | NOTE 6 - 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 - PROPERTY AND EQUIPMENT As of January 31, 2022 and January 31, 2021, property and equipment consisted of the following: January 31, January 31, 2022 2021 Life Computer and Telecom equipment $ 558,449 $ 472,598 5 years Less: Accumulated depreciation (417,887 ) (353,113 ) Total $ 140,562 $ 119,485 |
INDEFINITE LIVED INTANGIBLE ASS
INDEFINITE LIVED INTANGIBLE ASSETS | 6 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS The Company has $7,242,066 of recognized indefinite lived intangible assets, which consist of customer and supplier contract assets from acquisitions, intellectual property and goodwill. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jan. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a related party for an aggregate amount of $2,400,000 and $1,000,000, respectively. The $2,400,000 note matured 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, 2019 and 2018. The interest accrued was $219,434 at July 31, 2019. 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%. In November 1, 2018, as a term of the Stock Purchase Agreements signed as part of the acquisition of Open Data Centers, LLC, 1stPoint Communications LLC and Endstream Communications LLC, this party agreed to convert this debt at $3 per share of Common Stock at a time of the Company's choosing. These notes were converted to equity at $3 per share of common stock on October 4, 2021. During the nine months ended April 30, 2020, the Company entered into a Stock Purchase Agreement with a related party on May 5, 2020 and May 30, 2020 in the amounts of $14,000 and $12,000 respectively. During the current fiscal year ending on July 31, 2020, the Company entered into convertible notes with a related party on April 20 th th th On January 15, 2022 the Company entered into a promissory note for the sum of $25,000 with a related party. These notes bear interest at a rate of 6%, payable quarterly and may be convertible into common stock at the Company's option, and on December 28, 2021, January 12, 2022 and January 21, 2022 1stPoint Communications, LLC entered into three notes in the amounts of $10,200, $7,600 and $4,000 with a related party under the same terms as the note on January 15, 2022. As of January 31, 2022, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - 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 quarter ended January 31, 2022 and 2021, to the Company's effective tax rate is as follows: January 31, 2022 2021 Income tax benefit provision at statutory rate $ (26,828 ) $ (14,391 ) Change in valuation allowance 26,828 14,391 $ - $ - The tax effects of temporary differences that give rise to the Company's net deferred tax assets as of January 31, 2022 and July 31, 2021 are as follows: January 31, January 31, 2022 2021 Net operating loss $ (127,753 ) $ 4,256,347 Valuation allowance 127,753 (4,256,347 ) $ - $ - The Company has approximately $23,339,000 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 January 31, 2022 and January 31, 2021, 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 quarters ended January 31, 2022 and January 31, 2021. As of January 31, 2022 and January 31, 2021, 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. The State of New Jersey has opened an audit matter associated with Hammer Fiber Optics Investments, Ltd and the matter is currently under examination by the State of New Jersey. The subsidiary did not have any revenues, nor did it have any payroll during most of the period under review. The company has engaged outside accounting counsel to represent its subsidiary in these matters. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jan. 31, 2022 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 - STOCKHOLDERS' EQUITY Treasury Stock In July 2016, certain shareholders of the Company contributed 9,291,670 restricted shares of their common stock to the Company's wholly-owned subsidiary, Hammer Wireless Corporation ("Treasury Shares"), for the purpose of effecting acquisitions, joint ventures or other business combinations with third parties. According to ASC 810-10-45 Consolidations, these shares are accounted for as treasury stock. 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. The company reclaimed 3,000,000 shares of Treasury stock in connection with a prior transaction, and will issue 5,000,000 shares of Treasury stock associated with the acquisition of TFS. The market value of the treasury shares at the closing of the acquisition were $4,250,500. 18,341,085 shares have been issued from Treasury in conjunction with mergers and acquisitions, and operating activities. In connection with the Equity Purchase Agreement with Peak One, the Company issued 350,000 shares of treasury stock. As a result of these transactions, the Company has a balance of 1,843,085 in Treasury. |
FOREIGN CURRENCY
FOREIGN CURRENCY | 6 Months Ended |
Jan. 31, 2022 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY | NOTE 12 - 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 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 Company's accompanying financial statements. |
CLAIMS
CLAIMS | 6 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS | NOTE 13 - CLAIMS The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured: Calvi Electric v. Hammer Fiber Optics Inv, Ltd. $ 9209.69 15 Corporate Place, LLC v. Open Data $ 1,621,529 Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd. $ 17,308.58 Cross River Fiber v. Hammer Fiber Optics Inv, Ltd. $ 273,220 The matter of 15 Corporate Place, LLC v. Open Data Centers, LLC is currently set to move to a trial on May, 16, 2022. The claim is secured only by the security deposit provided under the lease agreement. Claims are only against the subsidiary, which does not currently have any assets, and there is no other security under the lease. Open Data Centers, LLC operated a single data center facility in Piscataway, NJ, on the premise of the plaintiff. The plaintiff is in possession of the premises and a security deposit made by the founders of the LLC in 2012. ODC, as a defendant, has made several attempts to resolve the matter and has offered the landlord assistance in leasing the space it once occupied to a new tenant. These offers have not been accepted by the Plaintiff. Cross River Fiber has advanced its claim against Hammer Fiber Optics Investments, Ltd. Cross River Fiber has expanded its claim to include Hammer Fiber Optics Holdings Corp, 1stPoint Communications, LLC, Endstream Communications, LLC, Open Data Centers, LLC, Manhattan Carrier Company, LLC, Erik Levitt personally, Local Telecommunications Services - FL, LLC, Local Telecommunications Services - NY, LLC, American Network Inc and Hammer Wireless Corporation. There never was, nor has there ever been, a contract between any of these entities or Mr. Levitt personally and Cross River Fiber, nor is there any security under the agreement between Cross River Fiber and Hammer Fiber Optics Investments, Ltd. Cross River Fiber, LLC prepared a motion to dismiss Hammer Fiber Optics Investments Ltd's response to its discovery request and Hammer Fiber Optics Investments Ltd. intends to modify its discovery request to include any additional information requested by Plaintiff. The claims in this matter are similar to those made by Zayo Group and Crown Castle Fiber, which were both settled. |
S-1 REGISTRATION STATEMENT
S-1 REGISTRATION STATEMENT | 6 Months Ended |
Jan. 31, 2022 | |
Registration Statement [Abstract] | |
S-1 REGISTRATION STATEMENT | NOTE 14 - 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. This registration statement is no longer in effect. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P. ("Mast"). Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note. The Mast Note has an original issue discount of $55,000, resulting in gross proceeds to the Company of $495,000. Mast has piggyback registration rights pursuant to the terms of the Mast SPA. Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares of Company common stock to Mast as additional consideration for the purchase of the Mast Note. The Mast Note bears interest at a rate of 12% per annum and matures on February 11, 2023. Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law. The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option. Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, The foregoing description of the Mast SPA, the Mast Note and the Mast Warrants does not purport to be complete and is qualified in its entirety by reference to the Mast SPA, the Mast Note, the First Mast Warrant and the Second Mast Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to Form 8-K filed on February 23, 2022. On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos"). Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note. The Talos Note has an original issue discount of $27,500, resulting in gross proceeds to the Company of $247,500. Talos has piggyback registration rights pursuant to the terms of the Talos SPA. Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Talos First Warrant"), (ii) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Talos Second Warrant" and together with the Talos First Warrant, the "Talos Warrants"), and (iii) 237,500 shares of Company common stock to Talos as additional consideration for the purchase of the Talos Note. The Talos Note bears interest at a rate of 12% per annum and matures on February 17, 2023. Any amount of principal or interest on the Talos Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum, and (ii) the maximum amount permitted by law. The Talos Note may not be prepaid in whole or in part except as provided in the Talos Note by way of conversion at Talos' option. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2022 | |
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"). The interim financial statements for the three months ending October 31, 2021 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion, all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Form 10-K, for the year ended July 31, 2021, as filed with the Securities and Exchange Commission ("the SEC") at www.sec.gov |
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 recorded on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over their respective lease terms. 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 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 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 any related impairment losses. |
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 We adopted ASC 606 on August 1, 2018. Revenue is measured based on a consideration specified in a contract or agreement with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Incidental items that are immaterial in the context of the contract are recognized as expense. Unearned revenues are recorded when cash payments are received or due in advance of the performance of the services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. |
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. As of July 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
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. Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. |
Consolidation of financial statements | Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries (which includes Shelcomm, Inc), Endstream Communications, LLC and American Network Inc., Hammer Wireless [SL], Ltd, and HammerPay [USA], Ltd. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Its subsidiaries Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020 |
Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per 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 January 31, 2022, and January 31, 2021, there were no common stock equivalents outstanding. |
Recent accounting pronouncements | Recent accounting pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) ("ASU 2018-07"). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity- classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Company's financial statements. The Company adopted ASU 2018-07 August 1, 2018. 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 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Company's financial statements during the period of adoption. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities & operations of discontinue operations | January 31, January 31, 2022 2021 Assets Current Assets Cash $ - $ - Accounts receivable - 36,677 Other current assets - 16,139 Total current assets - 52,816 Other Assets Property and equipment- net 1,243,960 1,227,821 Total other assets 1,243,960 1,227,821 Total Assets $ 1,243,960 $ 1,280,637 Liabilities and Net Assets Current Liabilities Accounts payable $ 633,193 $ 121,406 Notes payable- related parties - 210,000 Notes payable - 3,313,544 Accrued interest - 382,474 Total current liabilities 633,193 4,027,424 Net assets (liabilities) $ 610,767 $ (2,746,787 ) |
Schedule of operations of discontinued operations | January 31, 2022 January 31, 2021 Revenue $ - $ - Operating expenses Operations and maintenance - - General and administrative - - Depreciation and amortization - - - - Loss from operations - - Other income (expense) 7,207 4,286,673 Interest expense - - Total other income (expense) 7,207 - Net Income $ 7,207 $ 4,286,673 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | January 31, January 31, 2022 2021 Life Computer and Telecom equipment $ 558,449 $ 472,598 5 years Less: Accumulated depreciation (417,887 ) (353,113 ) Total $ 140,562 $ 119,485 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax reconciliation | January 31, 2022 2021 Income tax benefit provision at statutory rate $ (26,828 ) $ (14,391 ) Change in valuation allowance 26,828 14,391 $ - $ - |
Schedule of net deferred tax assets | January 31, January 31, 2022 2021 Net operating loss $ (127,753 ) $ 4,256,347 Valuation allowance 127,753 (4,256,347 ) $ - $ - |
CLAIMS (Tables)
CLAIMS (Tables) | 6 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of claims | Calvi Electric v. Hammer Fiber Optics Inv, Ltd. $ 9209.69 15 Corporate Place, LLC v. Open Data $ 1,621,529 Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd. $ 17,308.58 Cross River Fiber v. Hammer Fiber Optics Inv, Ltd. $ 273,220 |
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] | ||||
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) | 6 Months Ended |
Jan. 31, 2022USD ($) | |
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 |
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 ($) | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 |
Current Assets | |||
Cash | $ 0 | $ 0 | |
Accounts receivable | 0 | 36,677 | |
Other current assets | 0 | 16,139 | |
Total current assets | 0 | 52,816 | |
Other Assets | |||
Property and equipment- net | 1,243,960 | 1,227,821 | |
Total other assets | 1,243,960 | 1,227,821 | |
Total Assets | 1,243,960 | $ 1,243,960 | 1,280,637 |
Current Liabilities | |||
Accounts payable | 633,193 | 121,406 | |
Notes payable | 0 | 3,313,544 | |
Notes payable- related parties | 0 | 210,000 | |
Accrued interest | 0 | 382,474 | |
Total current liabilities | 633,193 | 4,027,424 | |
Net assets (liabilities) | $ 610,767 | $ (2,746,787) |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Operations of discontinued operations (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
Operations and maintenance | 0 | 0 |
General and administrative | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Operating expenses | 0 | 0 |
Loss from operations | 0 | 0 |
Other income (expense) | 7,207 | 4,286,673 |
Interest expense | 0 | 0 |
Total other income (expense) | 7,207 | 0 |
Net Income (Loss) | $ 7,207 | $ 4,286,673 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property, plant and equipment (Details) - USD ($) | 6 Months Ended | ||
Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 | |
Less: Accumulated depreciation | $ (417,887) | $ (353,113) | |
Total | $ 140,562 | $ 155,939 | 119,485 |
Computer and Telecom equipment [Member] | |||
Life | 5 years | ||
Property, Plant and Equipment, Gross | $ 558,449 | $ 472,598 |
INDEFINITE LIVED INTANGIBLE A_2
INDEFINITE LIVED INTANGIBLE ASSETS (Narrative) (Details) | Jan. 31, 2022USD ($) |
Indefinite-lived Intangible Assets [Line Items] | |
Recognized indefinite lived intangible assets | $ 7,242,066 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | Jan. 15, 2022 | Jan. 12, 2022 | Aug. 15, 2020 | May 12, 2020 | May 05, 2020 | Jan. 21, 2022 | Dec. 28, 2021 | May 30, 2020 | Mar. 26, 2020 | Mar. 17, 2020 | Jun. 19, 2018 | Jul. 31, 2016 | Oct. 31, 2021 | Jan. 31, 2022 | Oct. 04, 2021 | Jan. 19, 2021 | Nov. 23, 2020 | Sep. 01, 2020 | Apr. 20, 2020 | Apr. 06, 2020 | Aug. 24, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | Feb. 12, 2018 |
Promissory note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Face amount of debt | $ 25,000 | $ 7,600 | $ 4,000 | $ 10,200 | $ 2,400,000 | $ 75,000 | $ 10,000 | $ 100,000 | $ 36,300 | |||||||||||||||
Maturity date | Jan. 4, 2019 | |||||||||||||||||||||||
Interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||||
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 | quarterly | ||||||||||||||||||||
Quarterly principal and interest payments | $ 300,000 | |||||||||||||||||||||||
Ten principal and interest payments | 3,000,000 | |||||||||||||||||||||||
Payments of debt | $ 725,831 | |||||||||||||||||||||||
Notes payable, related parties | $ 2,294,067 | $ 2,294,067 | ||||||||||||||||||||||
Accrued interest | $ 219,434 | |||||||||||||||||||||||
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 | $ 3 | ||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount of transaction with related party | $ 10,000 | $ 14,000 | $ 12,000 | $ 40,000 | $ 25,000 | |||||||||||||||||||
Erik Levitt [Member] | Convertible promissory note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Face amount of debt | $ 12,000 | $ 36,300 | ||||||||||||||||||||||
Payments of debt | $ 12,000 | |||||||||||||||||||||||
Andrea Levitt [Member] | Convertible promissory note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Face amount of debt | $ 12,000 | |||||||||||||||||||||||
Payments of debt | $ 4,500 | |||||||||||||||||||||||
Related party one [Member] | Promissory note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Face amount of debt | $ 12,000 | |||||||||||||||||||||||
Related party two [Member] | Promissory note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Face amount of debt | $ 6,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 21.00% | 21.00% |
Operating loss carryforwards | $ 23,339,000 | |
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 ($) | 6 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit provision at statutory rate | $ (26,828) | $ (14,391) |
Change in valuation allowance | 26,828 | 14,391 |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
INCOME TAXES - Schedule of net
INCOME TAXES - Schedule of net deferred tax assets (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating gain/loss | $ (127,753) | $ 4,256,347 |
Valuation allowance | 127,753 | (4,256,347) |
Net deferred tax assets | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | Jan. 04, 2019 | Jul. 31, 2016 | Jan. 31, 2022 |
Class of Stock [Line Items] | |||
Treasury shares issued for acquisition (shares) | 9,291,670 | ||
Number of stock repurchased | 13,000,000 | ||
Price per share | $ 0.0001 | ||
Treasury stock, balance (shares) | 1,843,085 | ||
Market Value Of Treasury Stocks At Close Of Acquisition | $ 4,250,500 | ||
Equity purchase agreement [Member] | |||
Class of Stock [Line Items] | |||
Treasury shares issued for acquisition (shares) | 18,341,085 | ||
Treasury stock, balance (shares) | 350,000 | ||
Financial services sector [Member] | Equity purchase agreement [Member] | |||
Class of Stock [Line Items] | |||
Treasury shares issued for acquisition (shares) | 5,000,000 | ||
Number of stock repurchased | 3,000,000 |
CLAIMS (Narrative) (Details)
CLAIMS (Narrative) (Details) | 6 Months Ended |
Jan. 31, 2022USD ($) | |
15 Corporate Place South, LLC v. Open Data [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 1,621,529 |
CLAIMS - Schedule of claims (De
CLAIMS - Schedule of claims (Details) | 6 Months Ended |
Jan. 31, 2022USD ($) | |
Calvi Electric v. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 9,209.69 |
15 Corporate Place South, LLC v. Open Data [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | 1,621,529 |
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | 17,308.58 |
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 273,220 |
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) - USD ($) | Feb. 11, 2022 | Feb. 17, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 04, 2019 |
Subsequent Event [Line Items] | |||||
Gross proceeds of debt | $ 87,547 | $ 186,440 | |||
Common stock exercise price per share | $ 0.0001 | ||||
Subsequent Events [Member] | Mast Hill Fund L P [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock exercise price per share | $ 0.58 | ||||
Debt instrument interest rate | 12.00% | ||||
Maturity period | February 11, 2023 | ||||
Equity percentage | 4.99% | ||||
Debt instrument conversion amount | $ 1,750 | ||||
Warrants expiration period | five-year | ||||
Principal or interest rate percentage | 16.00% | ||||
Subsequent Events [Member] | Talos Victory Fund, Llc [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument interest rate | 12.00% | ||||
Maturity period | February 17, 2023 | ||||
Principal or interest rate percentage | 16.00% | ||||
Subsequent Events [Member] | Securities purchase agreement [Member] | Mast Hill Fund L P [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 550,000 | ||||
Original issue discount | 55,000 | ||||
Gross proceeds of debt | 495,000 | ||||
Common stock warrant purchase | 475,000 | ||||
Subsequent Events [Member] | Securities purchase agreement [Member] | Talos Victory Fund, Llc [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 275,000 | ||||
Original issue discount | 27,500 | ||||
Gross proceeds of debt | 247,500 | ||||
Common stock warrant purchase | 237,500 | ||||
Subsequent Events [Member] | Securities purchase agreement [Member] | First Warrant [Member] | Mast Hill Fund L P [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock warrant purchase | $ 150,000 | ||||
Common stock exercise price per share | $ 3 | ||||
Equity percentage | 4.99% | ||||
Subsequent Events [Member] | Securities purchase agreement [Member] | First Warrant [Member] | Talos Victory Fund, Llc [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock warrant purchase | $ 75,000 | ||||
Common stock exercise price per share | $ 3 | ||||
Subsequent Events [Member] | Securities purchase agreement [Member] | Second Warrant [Member] | Mast Hill Fund L P [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock warrant purchase | $ 150,000 | ||||
Common stock exercise price per share | $ 1.50 | ||||
Subsequent Events [Member] | Securities purchase agreement [Member] | Second Warrant [Member] | Talos Victory Fund, Llc [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock warrant purchase | $ 75,000 | ||||
Common stock exercise price per share | $ 1.50 |