Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2024 | Mar. 22, 2024 | |
Document Information [Line Items] | ||
Entity Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP. | |
Registrant CIK | 0001539680 | |
Fiscal Year End | --07-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2024 | |
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 | |
Title of 12(b) Security | Series B Common Stock | |
Trading Symbol | HMMR | |
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 Common Stock, Shares Outstanding | 60,452,612 | |
OTC PK [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NONE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 95,211 | $ 66,688 |
Accounts receivable | 268,559 | 238,820 |
Security Deposits | 7,316 | 7,316 |
Prepaid expenses | 9,710 | 18,675 |
Total current assets | 380,796 | 331,499 |
Property and equipment, net | 73,239 | 89,712 |
Intangible and other assets | 7,436,399 | 7,406,827 |
Total assets | 7,890,434 | 7,828,038 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,085,228 | 1,205,995 |
Loans payable | 1,801,481 | 1,443,294 |
Warrant liabilities | 119,250 | 195,750 |
Unissued Stock | 0 | 105,925 |
Deferred Revenue | 151,569 | 172,900 |
Current liabilities from discontinued operations | 545,994 | 545,994 |
Total current liabilities | 3,703,522 | 3,669,858 |
Total Liabilities | 3,703,522 | 3,669,858 |
Stockholders' Equity | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 62,680,947 and 62,205,202 shares issued; 60,927,612 and 60,452,612 shares outstanding at January 31, 2024 and July 31, 2023, respectively | 62,681 | 62,206 |
Additional paid-in capital | 27,913,890 | 27,808,440 |
Accumulated deficit | (23,789,659) | (23,712,466) |
Total Stockholder's Equity | 4,186,912 | 4,158,180 |
Total Liabilities and Stockholders' Equity | $ 7,890,434 | $ 7,828,038 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2024 | Jul. 31, 2023 |
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 | 62,680,947 | 62,205,202 |
Common Stock, Shares, Outstanding | 60,927,612 | 60,452,612 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 826,602 | $ 744,051 | $ 1,736,554 | $ 1,543,511 |
Cost of sales | 577,010 | 572,986 | 1,225,886 | 1,165,315 |
Selling, general and administrative expenses | 371,711 | 411,342 | 735,339 | 783,443 |
Depreciation expense | 15,043 | 14,884 | 29,970 | 30,808 |
Total operating expenses | 963,764 | 999,212 | 1,991,195 | 1,979,566 |
Operating loss | (137,162) | (255,161) | (254,641) | (436,055) |
Other income (expense) | ||||
Other income | 165,784 | 0 | 168,799 | 0 |
Interest expense | (20,448) | (731) | (40,305) | (1,249) |
Financing expenses | 0 | (73,648) | (14,435) | (140,937) |
Warrant adjustment to fair value | 4,500 | (9,000) | 76,500 | 40,892 |
Gain on extinguishment of convertible debt | 0 | 0 | 0 | 115,357 |
Other expenses | (13) | (13) | (13,115) | (1,233) |
Total other income (expenses) | 149,823 | (83,392) | 177,444 | 12,830 |
Net income (loss) | $ 12,661 | $ (338,553) | $ (77,197) | $ (423,225) |
Weighted average number of common shares outstanding - basic | 62,680,947 | 62,078,537 | 62,680,947 | 62,078,537 |
Weighted average number of common shares outstanding - diluted | 62,680,947 | 62,078,537 | 62,680,947 | 62,078,537 |
Gain/(Loss) per share- basic and diluted | ||||
Basic | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Total | 0 | (0.01) | 0 | (0.01) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 12,661 | $ (338,553) | $ (77,197) | $ (423,225) |
Other comprehensive loss | ||||
Foreign currency translation adjustments | 0 | (54,494) | 0 | (54,494) |
Other comprehensive loss | 0 | (54,494) | 0 | (54,494) |
Comprehensive income (loss) | $ 12,661 | $ (393,047) | $ (77,197) | $ (477,719) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive Income [Member] | Total |
Balance at Jul. 31, 2022 | $ 61,566 | $ 0 | $ 27,564,129 | $ (21,596,894) | $ 0 | $ 6,028,801 |
Balance (shares) at Jul. 31, 2022 | 61,565,841 | 1,753,335 | ||||
Conversion shares issued | $ 513 | $ 0 | 296,851 | 0 | 0 | 297,364 |
Conversion shares issued (shares) | 512,696 | 0 | ||||
Net loss for the quarter | $ 0 | $ 0 | 0 | (143,147) | 0 | (143,147) |
Balance at Oct. 31, 2022 | $ 62,079 | $ 0 | 27,860,980 | (21,740,041) | 0 | 6,183,018 |
Balance (shares) at Oct. 31, 2022 | 62,078,537 | 1,753,335 | ||||
Foreign currency translation adjustment | $ 0 | $ 0 | 0 | 0 | (54,494) | (54,494) |
Net loss for the quarter | 0 | 0 | 0 | (218,005) | 0 | (218,005) |
Balance at Jan. 31, 2023 | $ 62,079 | $ 0 | 27,860,980 | (21,958,046) | (54,494) | 5,910,519 |
Balance (shares) at Jan. 31, 2023 | 62,078,537 | 1,753,335 | ||||
Balance at Jul. 31, 2023 | $ 62,206 | $ 0 | 27,808,440 | (23,712,466) | 0 | 4,158,180 |
Balance (shares) at Jul. 31, 2023 | 62,205,947 | 1,753,335 | ||||
Conversion shares issued | $ 475 | $ 0 | 105,450 | 0 | 0 | 105,925 |
Conversion shares issued (shares) | 475,000 | 0 | ||||
Net loss for the quarter | $ 0 | $ 0 | 0 | (89,858) | 0 | (89,858) |
Balance at Oct. 31, 2023 | $ 62,681 | $ 0 | 27,913,890 | (23,802,324) | 0 | 4,174,247 |
Balance (shares) at Oct. 31, 2023 | 62,680,947 | 1,753,335 | ||||
Net loss for the quarter | $ 0 | $ 0 | 0 | 12,661 | 0 | 12,661 |
Balance at Jan. 31, 2024 | $ 62,681 | $ 0 | $ 27,913,890 | $ (23,789,663) | $ 0 | $ 4,186,908 |
Balance (shares) at Jan. 31, 2024 | 62,680,947 | 1,753,335 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (77,197) | $ (423,225) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 29,697 | 30,808 |
Warrant adjustment to fair value | (76,500) | (40,892) |
Gain on extinguishment of convertible debt | 0 | (115,357) |
Noncash interest expense | 0 | 183,705 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (29,739) | (41,200) |
Prepaid expenses | (8,965) | 358 |
Accounts Payable | (132,125) | 13,548 |
Deferred revenue | (21,331) | 1,687 |
Net cash used in operating activities | (316,159) | (390,568) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (13,506) | (50,152) |
Net cash used investing activities | (13,506) | (50,152) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of loans | (47,847) | 0 |
Proceeds from loans | 406,035 | 101,266 |
Net cash provided by financing activities | 358,188 | 101,266 |
Effect of foreign currency on cash | 0 | (35,767) |
Net increase (decrease) in cash | 28,523 | (375,221) |
Cash, beginning of period | 66,688 | 482,910 |
Cash, end of period | 95,211 | 107,689 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
Cash paid for interest | 20,448 | 731 |
Cash paid for taxes | 13 | 13 |
Commitment shares issued | $ 105,925 | $ 297,364 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jan. 31, 2024 | |
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 (OTCPK: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, 2024 | |
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 effective 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 December 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 December 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center. 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 19, 2021 our board of directors approved a name change from Hammer Fiber Optics Holdings Corp to Hammer Technology Holdings Corp. 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. On July 31, 2023 our board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the company's data communications service in Sierra Leone. The operations were discontinued in March 2020 and all assets have been written down. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying condensed 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 six months ending January 31, 2024 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, 2023, 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. 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 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, 2023, 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. Financial assets and liabilities (including warrants) approximate fair value. Fair Value Measurements at January 31, 2024 January 31, Quoted Prices Significant Significant (Level 3) Liabilities $ - - - - Warrant Liabilities $ 119,250 - - 119,250 Fair Value Measurements at July 31, 2023 using: July 31, Quoted Prices Significant Significant (Level 3) Liabilities $ - - - - Warrant Liabilities $ 195,750 - - 195,750 The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of January 31, 2024 and 2023: Three Months Ended Six Months Ended January 31, 2024 January 31, 2023 January 31, 2024 January 31, 2023 Beginning Balance $ 123,750 $ 164,250 $ 195,750 $ 213,750 Change in fair value of derivative liabilities (4,500 ) 9,000 (76,500 ) (40,500 ) Balance as of January, 31 $ 119,250 $ 173,250 $ 119,250 $ 173,250 The below table shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: January 31, 2024 January 31, 2023 Exercise Price $0.29 - $0.29 $0.38 - $0.40 Risk-free interest rates 3.91% - 4.88% 3.53% - 4.16% Expected life (in years) 5.00 5.00 Expected volatility 244% - 253% 227% - 233% Dividend yield 0% 0% 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, American Network Inc. 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, Hammer Fiber Optics Investments, Ltd., Hammer Wireless – SL, Ltd and its former subsidiary Open Data Centers, LLC, are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020. Foreign currency translation and other comprehensive loss We transact business in various foreign currencies including the Euro and the Leone. In general, The functional currency of Hammer Wireless - SL, Ltd., the Company's Sierra Leone subsidiary, is the Sierra Leonean Leone. 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 amounted to approximately $54,000 and are reported in the Company's Condensed Consolidated Statement of Comprehensive Income (Loss) and Condensed Consolidated Statements of Stockholders' Equity (Deficit). On July 31, 2023, the Board of Directors approved the discontinuation of the Hammer Wireless - SL, Ltd, subsidiary. 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. The following table sets forth the number of potential shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive: January 31, January 31, 2023 Warrants 450,000 450,000 Convertible Promissory Notes 1,055,172 1,536,209 Total 1,505,172 1,986,209 Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the condensed consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 4 - GOING CONCERN The accompanying condensed 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to the Company's filing of its Quarterly Report on Form 10-Q for the three and six months ended January 31, 2023, with the Securities and Exchange Commission on March 22, 2023, the Company performed an evaluation of its accounting in relation with warrants issued in conjunction with the February 11, 2022 Mast Hill Fund, L.P. and February 17, 2022 Talos Victory Fund, L.P. convertible notes. Management determined that the Original Form 10-Q does not give effect to certain expenses identified. Accordingly, the Company restates its consolidated financial statements in this Form 10-Q as outlined further below. Upon review of the Company's previously filed 10-Q, the following errors were discovered and recorded: 1. Certain intellectual property (platform software) for the HammerPay subsidiary has been reclassified as an intangible asset. 2. Financing expense associated with the two convertible notes has been accrued and amortized instead of expensed in accordance with ASC 470-20-25. 3. The change in value of the warrants issued in conjunction with two convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03. 4. The Statement of Operations and Statement of Cash Flows have been adjusted to reflect the change in warrant financing expenses, expenses associated with the convertible notes, and income associated with conversion of the convertible notes. Adjustments to the fair value of the warrants have also been reflected as other income. The following table sets forth the effects of the adjustments on affected items within the Company's previously reported condensed consolidated statement of operations for the three and six months ended January 31, 2023: Three Months Ended Six Months Ended January 31, January 31, January 31, January 31, 2023 Adjustments 2023 2023 Adjustments 2023 (As Filed) (As Restated) (As Filed) (As Restated) Revenues $ 744,051 $ - $ 744,051 $ 1,543,750 $ (239 ) (4) $ 1,543,511 Costs and expenses: Cost of sales 572,986 - 572,986 1,165,315 - 1,165,315 Selling, general and administrative expenses 367,482 43,860 (1,4) 411,342 701,101 82,342 (1,4) 783,443 Depreciation expense 14,884 - 14,884 30,808 - 30,808 Total operating expenses 955,352 43,860 999,212 1,897,224 82,342 1,979,566 Operating loss (211,301 ) (43,860 ) (255,161 ) (353,474 ) (82,581 ) (436,055 ) Other income (expense) Interest expense (731 ) - (731 ) 11,503 (12,752 ) (1) (1,249 ) Financing expenses - (73,648 ) (1) (73,648 ) - (140,937 ) (1) (140,937 ) Warrant adjustment to fair value - (9,000 ) (1) (9,000 ) - 40,892 (1) 40,892 Gain on extinguishment of convertible debt - - - - 115,357 (2) 115,357 Other expenses (5,973 ) 5,960 (4) (13 ) (19,181 ) 17,948 (4) (1,233 ) Total other expenses (6,704 ) (76,688 ) (83,392 ) (7,678 ) 20,508 12,830 Net income (loss) $ (218,005 ) $ (120,548 ) $ (338,553 ) $ (361,152 ) $ (62,073 ) $ (423,225 ) Weighted average number of common shares outstanding - basic and diluted 62,078,537 - 62,078,537 62,078,537 - 62,078,537 Loss per share- basic and diluted $ (0.00 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) The following table sets forth the effects of the adjustments on affected items within the Company's condensed consolidated statement of comprehensive income for the three and six months ended January 31, 2023: Three Months Ended Six Months Ended January 31, January 31, January 31, January 31, 2023 Adjustments 2023 2023 Adjustments 2023 (As Filed) (As Restated) (As Filed) (As Restated) Net loss $ (218,005 ) $ (120,548 ) (1,2) $ (338,553 ) $ (361,152 ) $ (62,073 ) (1,2) $ (423,225 ) Foreign currency translation adjustments - (54,494 ) (3) (54,494 ) - (54,494 ) (3) (54,494 ) Other comprehensive loss - (54,494 ) (54,494 ) - (54,494 ) (54,494 ) Comprehensive loss $ (218,005 ) (54,494 ) $ (393,047 ) $ (361,152 ) (54,494 ) $ (477,719 ) The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flows for six months ended January 31, 2023: January 31, January 31, 2023 Adjustments 2023 (As Filed) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (361,152 ) $ (62,073 ) (1,2,3) $ (423,225 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 14,884 15,924 (4) 30,808 Warrant adjustment to fair value - (40,892 ) (1) (40,892 ) Gain on extinguishment of convertible debt - (115,357 ) (2) (115,357 ) Noncash interest expense - 183,705 (1) 183,705 Changes in operating assets and liabilities: Accounts receivable (41,200 ) - (41,200 ) Prepaid expenses 358 - 358 Accounts payable 404 13,144 (4) 13,548 Deferred revenue 1,687 - 1,687 Net cash provided by (used in) operating activities (385,019 ) (5,549 ) (390,568 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (50,152 ) - (50,152 ) Net cash provided by (used in) investing activities (50,152 ) - (50,152 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of loans (3,194 ) 3,194 (4) - Proceeds from loans 95,436 5,830 (4) 101,266 Net cash provided by (used in) financing activities 92,242 9,024 101,266 Effect of foreign currency on cash (32,292 ) (3,475 ) (4) (35,767 ) Net increase (decrease) in cash (375,221 ) - (375,221 ) Cash, beginning of period 482,910 - 482,910 Cash, end of period $ 107,689 - $ 107,689 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest $ 731 $ - $ 731 Cash paid for taxes $ 13 $ - $ 13 Shares issued for debt conversion $ 297,364 $ - $ 297,364 The specific explanations for the items noted above in the restated financial statements are as follows: (1) During February 2022, the Company entered into two convertible notes that included warrants exercisable for five years. Management determined that the original consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows amounts did not give effect to the issuance of warrants to purchase shares at a price between $1.50 and $3.00 per share of the common stock outstanding. The Company recorded an additional noncash interest expense of $117,508 and $183,705 (included within selling, general and administrative expenses, interest expense and financing expenses) and the adjustment to the fair value of $(9,000) and $40,892 for the three and six months ended January 31, 2023, respectively, in relation to the Warrant. (2) On October 4, 2022 Talos Fund exercised its right to convert the principal and accrued interest from its promissory note in the amount of $297,364 at $0.58 per share of the Company's common stock. The conversion price was above the market price at closing of $0.355 per share. Therefore, the Company recognized a gain of $115,357 on conversion. (3) During the three and six months ended January 31, 2023, the business transactions of the Company's West African subsidiary, Hammer Wireless - SL, Ltd., whose functional currency is the Sierra Leonean Leone, incurred $54,494 in foreign currency translation adjustments. (4) Other corrections with immaterial impact on the condensed consolidated statement of operations and statement of cash flow. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jan. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 6 - 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 discontinued operations: January 31, 2024 July 31, 2023 Assets Current Assets Cash $ - $ - Accounts receivable - - Other current assets - - Total current assets - - Other Assets Property and equipment- net - - Intangible assets - - Total other assets - - Total Assets $ - $ - Liabilities and Net Assets Current Liabilities Accounts payable $ 545,994 $ 545,994 Notes payable- related parties - - Current portion of long-term notes payable - related parties - - Accrued interest - - Rent Concessions - - Total current liabilities 545,994 545,994 Net assets (liabilities) $ (545,994 ) $ (595,994 ) See Note 3 for details regarding comprehensive losses incurred as a result of discontinued operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 - PROPERTY AND EQUIPMENT As of January 31, 2024 and July 31, 2023, property and equipment consisted of the following: January 31, July 31, 2024 2023 Life Computer, Telecom equipment & Software $ 1,287,527 $ 1,274,303 5 years Less: Accumulated depreciation (1,214,288 ) (1,184,318 ) Total $ 73,239 $ 89,712 |
INDEFINITE LIVED INTANGIBLE ASS
INDEFINITE LIVED INTANGIBLE ASSETS | 6 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS The Company has $7,436,399 of recognized indefinite lived intangible assets, which consist of customer contract assets from acquisitions 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, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS During the fiscal year ending on July 31, 2020, the Company entered into convertible notes with the Chief Executive Officer and a relation of the Chief Executive Officer on April 20 th th th On February 26, 2021, March 9, 2021 and March 15, 2021 the Company entered into promissory notes for the sums of $25,000, $100,000 and $25,000 respectively, with a non-executive director. These notes are bear interest at a rate of 6% payable at the end of the term unless forgiven by the note holder and may be converted into common stock at the Company's option. The interest has been waived by the lender. On January 15, 2022 the Company entered into a promissory note for the sum of $25,000 with a non-executive director. These notes bear interest at a rate of 6%, annually, to be expensed at the end of the note upon conversion by the holder, may be waived or otherwise forgiven by the note holder 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 relation of the Chief Executive Officer of 1stPoint Communications, under the same terms as the note on January 15, 2022. Interest has been waived by the lender on all notes. On February 28, 2022 and March 7, 2022 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 22, 2022 and July 28, 2022 the Company entered into a promissory note totaling $27,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On November 14, 2022 the Company entered into a promissory note totaling $26,500 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On March 29, 2023 the Company entered into a promissory note totaling $9,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On May 5, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On May 23, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 7, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 13, 2023 the Company entered into a promissory note totaling $16,500 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On July 6, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. From August 1, 2023 through January 31, 2024 the Company entered into promissory notes with a non-executive director. The dates of the notes were August 8, 2023, August 11, 2023, August 31, 2023, September 22, 2023, October 17, 2023, October 24, 2023, November 3, 2023, November 6, 2023, December 1, 2023, December 4, 2023, December 13, 2023 and December 28 2023 and January 29, 2024. The notes on August 8, August 31, September 22, October 17, October 24, November 3, November 6, December 1 and December 28 2023 have a principal of $25,000. The November 6, 2023 note has a principal of $100,000. The note on December 13, 2023 has a principal of $20,000 and the note on December 4, 2023 has a principal of $17,500. The note on January 29th had a principal of $50,000. The interest has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. As of January 31, 2024, all of the related party payables are reported as current liabilities in the Condensed Consolidated Balance Sheet and all interest has been forgiven by the holders of all promissory notes from all related parties. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 6 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 10 - CONVERTIBLE DEBT As of January 31, 2024, the Company has convertible notes with related parties in the amounts of $24,253, $161,300, $12,000, $6,000, $7,500, $36,600 and $878,535 that convert into Common Stock at the Company's option and bear interest at a rate of 6% annually, to be expensed at the time of conversion. All interest on these notes have been forgiven by the parties. 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. Talos converted the note into 512,696 shares of HMMR common stock on October 4, 2022. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES The Company's provision for income taxes was not material and the effective tax rate was 0% for the three and six months ended January 31, 2024 and 2023. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jan. 31, 2024 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12 - STOCKHOLDERS' EQUITY Common Stock On March 6, 2023, Mast Hill amended the terms of its promissory note, which included the issuance of 475,000 shares of the Company's common stock issued during the quarter ended October 31, 2023. On October 4, 2022, Talos converted the promissory convertible note into 512,696 shares of the Company's common stock (see Note 10). Treasury Stock The balance of Company Treasury Stock was unchanged during the period. Unissued Stock On March 6, 2023, Mast Hill amended the terms of its promissory note. The terms included the issuance of 475,000 shares of the Company's common stock. The stock was issued during the period ended October 31, 2023. |
COMMITMENTS AND LEASES
COMMITMENTS AND LEASES | 6 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND LEASES | NOTE 13 - COMMITMENTS AND LEASES Hammer does not currently have any material long-term lease obligations. All leases are currently month-to-month and have no obligations pursuant to ASC 842. There are two month-to-month tenancy agreements for office space which are less than $2,000 per month. |
CLAIMS
CLAIMS | 6 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS | NOTE 14 - CLAIMS From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured: Calvi Electric v. Hammer Fiber Optics Inv, Ltd. $ 9,210 Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd. $ 17,309 Cross River Fiber v. Related Party $ 25,000 Cross River Fiber v. Hammer Fiber Optics Inv, Ltd. $ 273,220 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. After discovery in the claim against Hammer Fiber Optics Holdings Corp and its subsidiaries, A trial occurred on February 5 th th |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through March 25, 2024, the date the financial statements were issued. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. On February 20, 2024 and March 11, 2024 the Company entered into promissory notes with a non-executive director in the amount of $25,000 each. On March 6, 2024 the Company entered into promissory notes with a non-executive director in the amount of $21,700. The interest on these notes has been forgiven by the lender and the notes are convertible into the Company’s common stock at the Company’s option. Management has reviewed the subsequent events and there is no material impact on the current financial statements or the valuation of the business. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed 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 six months ending January 31, 2024 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, 2023, 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. |
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 |
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, 2023, 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. Financial assets and liabilities (including warrants) approximate fair value. Fair Value Measurements at January 31, 2024 January 31, Quoted Prices Significant Significant (Level 3) Liabilities $ - - - - Warrant Liabilities $ 119,250 - - 119,250 Fair Value Measurements at July 31, 2023 using: July 31, Quoted Prices Significant Significant (Level 3) Liabilities $ - - - - Warrant Liabilities $ 195,750 - - 195,750 The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of January 31, 2024 and 2023: Three Months Ended Six Months Ended January 31, 2024 January 31, 2023 January 31, 2024 January 31, 2023 Beginning Balance $ 123,750 $ 164,250 $ 195,750 $ 213,750 Change in fair value of derivative liabilities (4,500 ) 9,000 (76,500 ) (40,500 ) Balance as of January, 31 $ 119,250 $ 173,250 $ 119,250 $ 173,250 The below table shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: January 31, 2024 January 31, 2023 Exercise Price $0.29 - $0.29 $0.38 - $0.40 Risk-free interest rates 3.91% - 4.88% 3.53% - 4.16% Expected life (in years) 5.00 5.00 Expected volatility 244% - 253% 227% - 233% Dividend yield 0% 0% |
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, American Network Inc. 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, Hammer Fiber Optics Investments, Ltd., Hammer Wireless – SL, Ltd and its former subsidiary Open Data Centers, LLC, are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020. Foreign currency translation and other comprehensive loss We transact business in various foreign currencies including the Euro and the Leone. In general, The functional currency of Hammer Wireless - SL, Ltd., the Company's Sierra Leone subsidiary, is the Sierra Leonean Leone. 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 amounted to approximately $54,000 and are reported in the Company's Condensed Consolidated Statement of Comprehensive Income (Loss) and Condensed Consolidated Statements of Stockholders' Equity (Deficit). On July 31, 2023, the Board of Directors approved the discontinuation of the Hammer Wireless - SL, Ltd, subsidiary. |
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. The following table sets forth the number of potential shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive: January 31, January 31, 2023 Warrants 450,000 450,000 Convertible Promissory Notes 1,055,172 1,536,209 Total 1,505,172 1,986,209 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | Fair Value Measurements at January 31, 2024 January 31, Quoted Prices Significant Significant (Level 3) Liabilities $ - - - - Warrant Liabilities $ 119,250 - - 119,250 Fair Value Measurements at July 31, 2023 using: July 31, Quoted Prices Significant Significant (Level 3) Liabilities $ - - - - Warrant Liabilities $ 195,750 - - 195,750 |
Schedule of changes in fair value of financial liabilities | Three Months Ended Six Months Ended January 31, 2024 January 31, 2023 January 31, 2024 January 31, 2023 Beginning Balance $ 123,750 $ 164,250 $ 195,750 $ 213,750 Change in fair value of derivative liabilities (4,500 ) 9,000 (76,500 ) (40,500 ) Balance as of January, 31 $ 119,250 $ 173,250 $ 119,250 $ 173,250 |
Schedule of derivative liability valuation techniques | January 31, 2024 January 31, 2023 Exercise Price $0.29 - $0.29 $0.38 - $0.40 Risk-free interest rates 3.91% - 4.88% 3.53% - 4.16% Expected life (in years) 5.00 5.00 Expected volatility 244% - 253% 227% - 233% Dividend yield 0% 0% |
Schedule of dilutive securities computation of basic and diluted earnings per share | January 31, January 31, 2023 Warrants 450,000 450,000 Convertible Promissory Notes 1,055,172 1,536,209 Total 1,505,172 1,986,209 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of error corrections and prior period adjustments | Three Months Ended Six Months Ended January 31, January 31, January 31, January 31, 2023 Adjustments 2023 2023 Adjustments 2023 (As Filed) (As Restated) (As Filed) (As Restated) Revenues $ 744,051 $ - $ 744,051 $ 1,543,750 $ (239 ) (4) $ 1,543,511 Costs and expenses: Cost of sales 572,986 - 572,986 1,165,315 - 1,165,315 Selling, general and administrative expenses 367,482 43,860 (1,4) 411,342 701,101 82,342 (1,4) 783,443 Depreciation expense 14,884 - 14,884 30,808 - 30,808 Total operating expenses 955,352 43,860 999,212 1,897,224 82,342 1,979,566 Operating loss (211,301 ) (43,860 ) (255,161 ) (353,474 ) (82,581 ) (436,055 ) Other income (expense) Interest expense (731 ) - (731 ) 11,503 (12,752 ) (1) (1,249 ) Financing expenses - (73,648 ) (1) (73,648 ) - (140,937 ) (1) (140,937 ) Warrant adjustment to fair value - (9,000 ) (1) (9,000 ) - 40,892 (1) 40,892 Gain on extinguishment of convertible debt - - - - 115,357 (2) 115,357 Other expenses (5,973 ) 5,960 (4) (13 ) (19,181 ) 17,948 (4) (1,233 ) Total other expenses (6,704 ) (76,688 ) (83,392 ) (7,678 ) 20,508 12,830 Net income (loss) $ (218,005 ) $ (120,548 ) $ (338,553 ) $ (361,152 ) $ (62,073 ) $ (423,225 ) Weighted average number of common shares outstanding - basic and diluted 62,078,537 - 62,078,537 62,078,537 - 62,078,537 Loss per share- basic and diluted $ (0.00 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) Three Months Ended Six Months Ended January 31, January 31, January 31, January 31, 2023 Adjustments 2023 2023 Adjustments 2023 (As Filed) (As Restated) (As Filed) (As Restated) Net loss $ (218,005 ) $ (120,548 ) (1,2) $ (338,553 ) $ (361,152 ) $ (62,073 ) (1,2) $ (423,225 ) Foreign currency translation adjustments - (54,494 ) (3) (54,494 ) - (54,494 ) (3) (54,494 ) Other comprehensive loss - (54,494 ) (54,494 ) - (54,494 ) (54,494 ) Comprehensive loss $ (218,005 ) (54,494 ) $ (393,047 ) $ (361,152 ) (54,494 ) $ (477,719 ) January 31, January 31, 2023 Adjustments 2023 (As Filed) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (361,152 ) $ (62,073 ) (1,2,3) $ (423,225 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 14,884 15,924 (4) 30,808 Warrant adjustment to fair value - (40,892 ) (1) (40,892 ) Gain on extinguishment of convertible debt - (115,357 ) (2) (115,357 ) Noncash interest expense - 183,705 (1) 183,705 Changes in operating assets and liabilities: Accounts receivable (41,200 ) - (41,200 ) Prepaid expenses 358 - 358 Accounts payable 404 13,144 (4) 13,548 Deferred revenue 1,687 - 1,687 Net cash provided by (used in) operating activities (385,019 ) (5,549 ) (390,568 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (50,152 ) - (50,152 ) Net cash provided by (used in) investing activities (50,152 ) - (50,152 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of loans (3,194 ) 3,194 (4) - Proceeds from loans 95,436 5,830 (4) 101,266 Net cash provided by (used in) financing activities 92,242 9,024 101,266 Effect of foreign currency on cash (32,292 ) (3,475 ) (4) (35,767 ) Net increase (decrease) in cash (375,221 ) - (375,221 ) Cash, beginning of period 482,910 - 482,910 Cash, end of period $ 107,689 - $ 107,689 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest $ 731 $ - $ 731 Cash paid for taxes $ 13 $ - $ 13 Shares issued for debt conversion $ 297,364 $ - $ 297,364 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities & operations of discontinue operations | January 31, 2024 July 31, 2023 Assets Current Assets Cash $ - $ - Accounts receivable - - Other current assets - - Total current assets - - Other Assets Property and equipment- net - - Intangible assets - - Total other assets - - Total Assets $ - $ - Liabilities and Net Assets Current Liabilities Accounts payable $ 545,994 $ 545,994 Notes payable- related parties - - Current portion of long-term notes payable - related parties - - Accrued interest - - Rent Concessions - - Total current liabilities 545,994 545,994 Net assets (liabilities) $ (545,994 ) $ (595,994 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | January 31, July 31, 2024 2023 Life Computer, Telecom equipment & Software $ 1,287,527 $ 1,274,303 5 years Less: Accumulated depreciation (1,214,288 ) (1,184,318 ) Total $ 73,239 $ 89,712 |
CLAIMS (Tables)
CLAIMS (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of claims | Calvi Electric v. Hammer Fiber Optics Inv, Ltd. $ 9,210 Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd. $ 17,309 Cross River Fiber v. Related Party $ 25,000 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 | 1 Months Ended | |||
Apr. 13, 2016 | Feb. 02, 2015 | Apr. 25, 2016 | Oct. 25, 2021 | |
Telecom Financial Services Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 100% | |||
Tanaris Power Holdings, Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 100% | |||
Percentage of issued and outstanding common stock | 51% | |||
Tanaris Power Holdings, Inc [Member] | Hammer Fiber Optics Investments, Ltd [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of restricted shares issued | 50,000,000 | |||
Number of shares acquired | 20,000,000 | |||
Reverse split | 1 for 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ 0 | $ (54,494) | $ 0 | $ (54,494) |
Foreign currency translation adjustments | $ 54,000 | |||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 5 years | 5 years | ||
Property plant and equipment depreciation method | us-gaap:StraightLineDepreciationMethodMember | us-gaap:StraightLineDepreciationMethodMember |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of fair value measurements (Details) - Recurring [Member] - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Warrant Liabilities | 119,250 | 195,750 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Warrant Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Warrant Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Warrant Liabilities | $ 119,250 | $ 195,750 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of changes in fair value of financial liabilities (Details) - Level 3 [Member] - Recurring [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, Beginning | $ 123,750 | $ 164,250 | $ 195,750 | $ 213,750 |
Change in fair value of derivative liabilities | (4,500) | 9,000 | (76,500) | (40,500) |
Balance, Ending | $ 119,250 | $ 173,250 | $ 119,250 | $ 173,250 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of derivative liability valuation techniques (Details) | Jan. 31, 2024 | Jan. 31, 2023 |
Exercise Price [Member] | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 0.29 | 0.38 |
Exercise Price [Member] | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 0.29 | 0.4 |
Risk-free interest rates [Member] | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 3.91 | 3.53 |
Risk-free interest rates [Member] | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 4.88 | 4.16 |
Expected life (in years) [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5 |
Expected volatility [Member] | Minimum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 244 | 227 |
Expected volatility [Member] | Maximum [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 253 | 233 |
Dividend yield [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of dilutive securities computation of basic and diluted earnings per share (Details) - shares | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Dilutive Securities Computation Of Basic And Diluted Earnings Per Share [Line Items] | ||
Number of shares of potentially dilutive securities | 1,505,172 | 1,986,209 |
Warrants [Member] | ||
Dilutive Securities Computation Of Basic And Diluted Earnings Per Share [Line Items] | ||
Number of shares of potentially dilutive securities | 450,000 | 450,000 |
Convertible Promissory Notes [Member] | ||
Dilutive Securities Computation Of Basic And Diluted Earnings Per Share [Line Items] | ||
Number of shares of potentially dilutive securities | 1,055,172 | 1,536,209 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Oct. 04, 2022 | Jan. 31, 2024 | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Feb. 28, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrant adjustment to fair value | $ 4,500 | $ (9,000) | $ 76,500 | $ 40,892 | ||||
Amount of stock issued conversion of promissory note | $ 105,925 | $ 297,364 | ||||||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | 0 | 115,357 | ||||
Foreign currency translation adjustments | 54,494 | 54,494 | ||||||
Convertible promissory note [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Market price per share | $ 0.355 | |||||||
Talos Victory Fund, Llc [Member] | Convertible promissory note [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Amount of stock issued conversion of promissory note | $ 297,364 | |||||||
Conversion price per share | $ 0.58 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 115,357 | |||||||
Note Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrant issuance expense | $ 117,508 | $ 183,705 | ||||||
Warrant term | 5 years | |||||||
Maximum [Member] | Note Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrant exercise price per share | $ 3 | |||||||
Minimum [Member] | Note Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrant exercise price per share | $ 1.5 | |||||||
Previously Reported [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrant adjustment to fair value | 0 | 0 | ||||||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | ||||||
Foreign currency translation adjustments | 0 | 0 | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrant adjustment to fair value | (9,000) | 40,892 | ||||||
Gain (Loss) on Extinguishment of Debt | 0 | 115,357 | ||||||
Foreign currency translation adjustments | $ 54,494 | $ 54,494 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 826,602 | $ 744,051 | $ 1,736,554 | $ 1,543,511 |
Costs and expenses: | ||||
Cost of sales | 577,010 | 572,986 | 1,225,886 | 1,165,315 |
Selling, general and administrative expenses | 371,711 | 411,342 | 735,339 | 783,443 |
Depreciation expense | 15,043 | 14,884 | 29,970 | 30,808 |
Total operating expenses | 963,764 | 999,212 | 1,991,195 | 1,979,566 |
Operating loss | (137,162) | (255,161) | (254,641) | (436,055) |
Other income (expense) | ||||
Other income | 165,784 | 0 | 168,799 | 0 |
Interest expense | (20,448) | (731) | (40,305) | (1,249) |
Financing expenses | (73,648) | (140,937) | ||
Warrant adjustment to fair value | 4,500 | (9,000) | 76,500 | 40,892 |
Gain on extinguishment of convertible debt | 0 | 0 | 0 | 115,357 |
Other expenses | (13) | (13) | (13,115) | (1,233) |
Total other expense | 149,823 | (83,392) | 177,444 | 12,830 |
Net income (loss) | $ 12,661 | $ (338,553) | $ (77,197) | $ (423,225) |
Weighted average number of common shares outstanding - diluted | 62,680,947 | 62,078,537 | 62,680,947 | 62,078,537 |
Weighted average number of common shares outstanding - basic | 62,680,947 | 62,078,537 | 62,680,947 | 62,078,537 |
Loss per share - diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Loss per share - basic | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Previously Reported [Member] | ||||
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 744,051 | $ 1,543,750 | ||
Costs and expenses: | ||||
Cost of sales | 572,986 | 1,165,315 | ||
Selling, general and administrative expenses | 367,482 | 701,101 | ||
Depreciation expense | 14,884 | 30,808 | ||
Total operating expenses | 955,352 | 1,897,224 | ||
Operating loss | (211,301) | (353,474) | ||
Other income (expense) | ||||
Interest expense | (731) | 11,503 | ||
Financing expenses | 0 | 0 | ||
Warrant adjustment to fair value | 0 | 0 | ||
Gain on extinguishment of convertible debt | 0 | 0 | ||
Other expenses | (5,973) | (19,181) | ||
Total other expense | (6,704) | (7,678) | ||
Net income (loss) | $ (218,005) | $ (361,152) | ||
Weighted average number of common shares outstanding - diluted | 62,078,537 | 62,078,537 | ||
Weighted average number of common shares outstanding - basic | 62,078,537 | 62,078,537 | ||
Loss per share - diluted | $ 0 | $ (0.01) | ||
Loss per share - basic | $ 0 | $ (0.01) | ||
Revision of Prior Period, Adjustment [Member] | ||||
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 0 | $ (239) | ||
Costs and expenses: | ||||
Cost of sales | 0 | 0 | ||
Selling, general and administrative expenses | 43,860 | 82,342 | ||
Depreciation expense | 0 | 0 | ||
Total operating expenses | 43,860 | 82,342 | ||
Operating loss | (43,860) | (82,581) | ||
Other income (expense) | ||||
Interest expense | 0 | (12,752) | ||
Financing expenses | (73,648) | (140,937) | ||
Warrant adjustment to fair value | (9,000) | 40,892 | ||
Gain on extinguishment of convertible debt | 0 | 115,357 | ||
Other expenses | 5,960 | 17,948 | ||
Total other expense | (76,688) | 20,508 | ||
Net income (loss) | $ (120,548) | $ (62,073) | ||
Weighted average number of common shares outstanding - diluted | 0 | 0 | ||
Weighted average number of common shares outstanding - basic | 0 | 0 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of cash flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ 12,661 | $ (338,553) | $ (77,197) | $ (423,225) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation expense | 29,697 | 30,808 | ||
Warrant adjustment to fair value | (76,500) | (40,892) | ||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | 0 | (115,357) |
Noncash interest expense | 0 | 183,705 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (29,739) | (41,200) | ||
Prepaid expenses | (8,965) | 358 | ||
Accounts Payable | (132,125) | 13,548 | ||
Deferred revenue | (21,331) | 1,687 | ||
Net cash provided by (used in) operating activities | (316,159) | (390,568) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (13,506) | (50,152) | ||
Net cash provided by (used in) investing activities | (13,506) | (50,152) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayment of loans | (47,847) | 0 | ||
Proceeds from loans | 406,035 | 101,266 | ||
Net cash provided by (used in) financing activities | 358,188 | 101,266 | ||
Effect of foreign currency on cash | 0 | (35,767) | ||
Net increase (decrease) in cash | 28,523 | (375,221) | ||
Cash, beginning of period | 66,688 | 482,910 | ||
Cash, end of period | $ 95,211 | 107,689 | 95,211 | 107,689 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||||
Cash paid for interest | 20,448 | 731 | ||
Cash paid for taxes | 13 | 13 | ||
Commitment shares issued | $ 105,925 | 297,364 | ||
Previously Reported [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | (218,005) | (361,152) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation expense | 14,884 | |||
Gain (Loss) on Extinguishment of Debt | 0 | 0 | ||
Noncash interest expense | 0 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (41,200) | |||
Prepaid expenses | 358 | |||
Accounts Payable | 404 | |||
Deferred revenue | 1,687 | |||
Net cash provided by (used in) operating activities | (385,019) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (50,152) | |||
Net cash provided by (used in) investing activities | (50,152) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayment of loans | (3,194) | |||
Proceeds from loans | 95,436 | |||
Net cash provided by (used in) financing activities | 92,242 | |||
Effect of foreign currency on cash | (32,292) | |||
Net increase (decrease) in cash | (375,221) | |||
Cash, beginning of period | 482,910 | |||
Cash, end of period | 107,689 | 107,689 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||||
Cash paid for interest | 731 | |||
Cash paid for taxes | 13 | |||
Commitment shares issued | 297,364 | |||
Revision of Prior Period, Adjustment [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | (120,548) | (62,073) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation expense | 15,924 | |||
Warrant adjustment to fair value | (40,892) | |||
Gain (Loss) on Extinguishment of Debt | 0 | (115,357) | ||
Noncash interest expense | 183,705 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | |||
Prepaid expenses | 0 | |||
Accounts Payable | 13,144 | |||
Deferred revenue | 0 | |||
Net cash provided by (used in) operating activities | (5,549) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | 0 | |||
Net cash provided by (used in) investing activities | 0 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayment of loans | 3,194 | |||
Proceeds from loans | 5,830 | |||
Net cash provided by (used in) financing activities | 9,024 | |||
Effect of foreign currency on cash | (3,475) | |||
Net increase (decrease) in cash | 0 | |||
Cash, beginning of period | 0 | |||
Cash, end of period | $ 0 | 0 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||||
Cash paid for interest | 0 | |||
Cash paid for taxes | 0 | |||
Commitment shares issued | $ 0 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of comprehensive income (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 12,661 | $ (338,553) | $ (77,197) | $ (423,225) |
Other comprehensive loss | ||||
Foreign currency translation adjustments | (54,494) | (54,494) | ||
Other comprehensive loss | 0 | (54,494) | 0 | (54,494) |
Comprehensive income (loss) | $ 12,661 | (393,047) | $ (77,197) | (477,719) |
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net Income (Loss) Attributable to Parent | (218,005) | (361,152) | ||
Other comprehensive loss | ||||
Foreign currency translation adjustments | 0 | 0 | ||
Other comprehensive loss | 0 | 0 | ||
Comprehensive income (loss) | (218,005) | (361,152) | ||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net Income (Loss) Attributable to Parent | (120,548) | (62,073) | ||
Other comprehensive loss | ||||
Foreign currency translation adjustments | (54,494) | (54,494) | ||
Other comprehensive loss | (54,494) | (54,494) | ||
Comprehensive income (loss) | $ (54,494) | $ (54,494) |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of assets and liabilities of discontinued operations (Details) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Accounts receivable | 0 | 0 |
Other current assets | 0 | 0 |
Total current assets | 0 | 0 |
Assets | ||
Property and equipment- net | 0 | 0 |
Intangible assets | 0 | 0 |
Total other assets | 0 | 0 |
Total Assets | 0 | 0 |
Current Liabilities | ||
Accounts payable | 545,994 | 545,994 |
Notes payable- related parties | 0 | 0 |
Current portion of long-term notes payable - related parties | 0 | 0 |
Accrued interest | 0 | 0 |
Rent Concessions | 0 | 0 |
Total current liabilities | 545,994 | 545,994 |
Net assets (liabilities) | $ (545,994) | $ (595,994) |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property, plant and equipment (Details) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Less: Accumulated depreciation | $ (1,214,288) | $ (1,184,318) |
Total | $ 73,239 | 89,712 |
Computer, Telecom equipment & Software [Member] | ||
Life | 5 years | |
Property, Plant and Equipment, Gross | $ 1,287,527 | $ 1,274,303 |
INDEFINITE LIVED INTANGIBLE A_2
INDEFINITE LIVED INTANGIBLE ASSETS (Narrative) (Details) | Jan. 31, 2024 USD ($) |
Indefinite-lived Intangible Assets [Line Items] | |
Recognized indefinite lived intangible assets | $ 7,436,399 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Sep. 01, 2020 | Aug. 15, 2020 | May 12, 2020 | Feb. 26, 2021 | Jan. 19, 2021 | Nov. 23, 2020 | Mar. 26, 2020 | Mar. 17, 2020 | Jul. 31, 2020 | Dec. 28, 2023 | Dec. 13, 2023 | Dec. 04, 2023 | Dec. 01, 2023 | Nov. 06, 2023 | Nov. 03, 2023 | Oct. 24, 2023 | Oct. 17, 2023 | Sep. 22, 2023 | Aug. 31, 2023 | Aug. 08, 2023 | Jul. 06, 2023 | Jun. 13, 2023 | Jun. 07, 2023 | May 23, 2023 | May 05, 2023 | Mar. 29, 2023 | Jan. 29, 2023 | Nov. 14, 2022 | Jul. 28, 2022 | Jun. 22, 2022 | Mar. 07, 2022 | Feb. 28, 2022 | Feb. 11, 2022 | Jan. 21, 2022 | Jan. 15, 2022 | Jan. 12, 2022 | Dec. 28, 2021 | Mar. 15, 2021 | Mar. 09, 2021 | May 05, 2020 | Apr. 20, 2020 | Aug. 24, 2019 | Feb. 12, 2018 | |
Related party one [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 100,000 | $ 25,000 | $ 75,000 | $ 10,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 16,500 | $ 25,000 | $ 25,000 | $ 25,000 | $ 9,000 | $ 26,500 | $ 27,000 | $ 27,000 | $ 25,000 | $ 25,000 | $ 4,000 | $ 25,000 | $ 7,600 | $ 10,200 | $ 25,000 | $ 100,000 | |||||||||||||
Interest rate | 6% | 6% | 6% | 6% | 6% | 6% | 6% | 6% | 6% | ||||||||||||||||||||||||||||||||||
Frequency of periodic payment | payable at the end of the term | payable at the end of the term | payable at the end of the term | payable at the end of the term | |||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Related party one [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Related party two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note [Member] | Erik Levitt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 12,000 | $ 36,300 | |||||||||||||||||||||||||||||||||||||||||
Payments of debt | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note [Member] | Andrea Levitt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||
Payments of debt | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||||
Promissory note two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Promissory note three [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Promissory note four [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 17,500 | ||||||||||||||||||||||||||||||||||||||||||
Promissory note five [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Amount of transaction with related party | $ 10,000 | $ 40,000 | $ 25,000 |
CONVERTIBLE DEBT (Narrative) (D
CONVERTIBLE DEBT (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 04, 2022 | Feb. 11, 2022 | Feb. 17, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | |
Convertible Debt [Line Items] | |||||
Gross proceeds of debt | $ 406,035 | $ 101,266 | |||
Mast Hill Fund [Member] | |||||
Convertible Debt [Line Items] | |||||
Debt instrument interest rate | 12% | ||||
Maturity period | February 11, 2023 | ||||
Principal or interest rate percentage | 16% | ||||
Equity percentage | 4.99% | ||||
Common stock exercise price per share | $ 0.58 | ||||
Debt instrument conversion amount | $ 1,750 | ||||
Warrants expiration period | five-year | ||||
Related Party One [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | 24,253 | ||||
Principal or interest rate percentage | 6% | ||||
Related Party Two [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | 161,300 | ||||
Related Party Three [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | 12,000 | ||||
Related Party Four [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | 6,000 | ||||
Related Party Five [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | 7,500 | ||||
Related Party Six [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | 36,600 | ||||
Related Party Seven [Member] | |||||
Convertible Debt [Line Items] | |||||
Notes payable, related parties | $ 878,535 | ||||
Securities purchase agreement [Member] | Mast Hill Fund [Member] | |||||
Convertible Debt [Line Items] | |||||
Aggregate principal amount | $ 550,000 | ||||
Original issue discount | 55,000 | ||||
Gross proceeds of debt | 495,000 | ||||
Common stock warrant purchase | 475,000 | ||||
Securities purchase agreement [Member] | Talos Victory Fund, Llc [Member] | |||||
Convertible Debt [Line Items] | |||||
Aggregate principal amount | $ 275,000 | ||||
Original issue discount | 27,500 | ||||
Gross proceeds of debt | 247,500 | ||||
Common stock warrant purchase | 237,500 | ||||
Number of common shares issued on debt conversion | 512,696 | ||||
Securities purchase agreement [Member] | First Warrant [Member] | Mast Hill Fund [Member] | |||||
Convertible Debt [Line Items] | |||||
Common stock warrant purchase | $ 150,000 | ||||
Equity percentage | 4.99% | ||||
Common stock exercise price per share | $ 3 | ||||
Securities purchase agreement [Member] | First Warrant [Member] | Talos Victory Fund, Llc [Member] | |||||
Convertible Debt [Line Items] | |||||
Common stock warrant purchase | $ 75,000 | ||||
Common stock exercise price per share | $ 3 | ||||
Securities purchase agreement [Member] | Second Warrant [Member] | Mast Hill Fund [Member] | |||||
Convertible Debt [Line Items] | |||||
Common stock warrant purchase | $ 150,000 | ||||
Common stock exercise price per share | $ 1.5 | ||||
Securities purchase agreement [Member] | Second Warrant [Member] | Talos Victory Fund, Llc [Member] | |||||
Convertible Debt [Line Items] | |||||
Common stock warrant purchase | $ 75,000 | ||||
Common stock exercise price per share | $ 1.5 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 3 Months Ended | 6 Months Ended |
Jan. 31, 2024 | Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 0% | 0% |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - shares | Mar. 06, 2023 | Oct. 04, 2022 |
Class of Stock [Line Items] | ||
Common stock issued | 475,000 | |
Talos Victory Fund, LLC [Member] | Securities purchase agreement [Member] | ||
Class of Stock [Line Items] | ||
Number of common shares issued on debt conversion | 512,696 |
COMMITMENTS AND LEASES (Narrati
COMMITMENTS AND LEASES (Narrative) (Details) | 6 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Description of operating lease | All leases are currently month-to-month and have no obligations pursuant to ASC 842. There are two month-to-month tenancy agreements for office space which are less than $2,000 per month. |
CLAIMS (Narrative) (Details)
CLAIMS (Narrative) (Details) | 6 Months Ended |
Jan. 31, 2024 USD ($) | |
Cross River [Member] | |
Loss Contingencies [Line Items] | |
Cash settlement of claim | $ 25,000 |
CLAIMS - Schedule of claims (De
CLAIMS - Schedule of claims (Details) | 6 Months Ended |
Jan. 31, 2024 USD ($) | |
Calvi Electric v. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 9,210 |
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | 17,309 |
Cross River Fiber V. Related Party [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | 25,000 |
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 273,220 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | 1 Months Ended | |
Mar. 06, 2024 | Mar. 11, 2024 | |
Subsequent Events [Member] | Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 21,700 | $ 25,000 |