Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Feb. 14, 2024 | Jan. 31, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP | ||
Registrant CIK | 0001539680 | ||
Fiscal Year End | --07-31 | ||
Document Type | 10-K/A | ||
Document Period End Date | Jul. 31, 2023 | ||
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 | 34 | ||
City Area Code | 941 | ||
Local Phone Number | 306-3 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 24,831,415 | ||
Entity Common Stock, Shares Outstanding | 62,680,947 | ||
Amendment Flag | true | ||
Amendment Description | This Form 10K/A for our year ended July 31, 2023 and 2022 is audited as recommended under AS 4105 as approved by the US Securities and Exchange Commission. The changes to the July 31, 2022 report are as follows: 1.The signature pages were updated to include the entire Board of Directors of Hammer Fiber Optics Holdings Corp. 2, Amended the addresses and titles in Part III, Item 10. | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Fruci & Associates II, PLLC | ||
Auditor Location | Spokane, Washington | ||
Auditor Firm ID | 5525 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 66,688 | $ 482,910 |
Accounts receivable | 238,820 | 216,834 |
Security Deposits | 7,316 | 11,082 |
Prepaid expenses | 18,675 | 14,746 |
Total current assets | 331,499 | 725,572 |
Property and equipment, net | 89,712 | 137,345 |
Intangible and other assets | 7,406,827 | 7,464,702 |
Assets from Discontinued Operations | 0 | 1,243,960 |
Total Assets | 7,828,038 | 9,571,579 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,205,995 | 1,342,287 |
Loans payable | 1,443,294 | 1,314,693 |
Warrant Liabilities | 195,750 | 213,750 |
Unissued Stock | 105,925 | 0 |
Deferred Revenue | 172,900 | 321,074 |
Current Liabilities from Discontinued Operations | 545,994 | 546,304 |
Total Liabilities | 3,669,858 | 3,738,108 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,851 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively | 62,206 | 61,566 |
Additional paid-in capital | 27,808,440 | 27,564,129 |
Accumulated deficit | (23,712,466) | (21,792,224) |
Total Stockholder's Equity (Deficit) | 4,158,180 | 5,833,471 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 7,828,038 | $ 9,571,579 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2023 | Jul. 31, 2022 |
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 | 62,205,947 | 61,565,851 |
Common Stock, Shares, Outstanding | 60,452,612 | 59,812,506 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 3,256,611 | $ 2,602,115 |
Costs and expenses: | ||
Cost of sales | 2,426,456 | 2,022,190 |
Selling, general and administrative expenses | 1,359,339 | 1,062,163 |
Depreciation expense | 60,283 | 65,487 |
Total operating expenses | 3,846,078 | 3,149,840 |
Operating loss | (589,467) | (547,725) |
Other income (expense) | ||
Other Income | 262,259 | 0 |
Interest expense | (20,618) | (89,926) |
Warrant financing expense | (145,725) | (125,025) |
Financing expenses | (255,532) | (635,812) |
Warrant adjustment to Fair Value | 18,000 | 57,000 |
Other expenses | (175,559) | (12,040) |
Total other expenses | (317,175) | (805,803) |
Income (loss) Before Discontinued Operations | (906,642) | (1,353,528) |
Income (loss) From Discontinued Operations | (1,013,600) | 0 |
Net income (loss) | $ (1,920,242) | $ (1,353,528) |
Weighted average number of common shares outstanding | ||
Basic | 62,205,947 | 61,565,841 |
Diluted | 62,205,947 | 61,565,841 |
Loss per share- Continuing operations | ||
Continuing operations - Basic | $ (0.01) | $ (0.02) |
Continuing operations - Diluted | (0.01) | (0.02) |
Loss per share - Discontinued operations | ||
Discontinued operations - Basic | (0.02) | 0 |
Discontinued operations - Diluted | (0.02) | 0 |
Total | ||
Basic | (0.03) | (0.02) |
Diluted | $ (0.03) | $ (0.02) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2021 | $ 60,853 | $ 0 | $ 22,859,434 | $ (20,438,696) | $ 2,481,591 |
Balance (shares) at Jul. 31, 2021 | 60,853,341 | 5,932,835 | |||
Shares issued from prior acquisition | (2,089,750) | ||||
Shares returned to treasury (shares) | 3,000,000 | 0 | |||
Treasury shares issued for acquisition | 4,250,500 | $ 4,250,500 | |||
Treasury shares issued for acquisition (shares) | (5,000,000) | ||||
Commitment shares issued for debt | $ 713 | $ 0 | 454,195 | 0 | $ 454,908 |
Commitment shares issued for debt (shares) | 712,500 | 0 | |||
Treasury shares issued (shares) | (89,750) | 0 | |||
Net loss | (1,353,528) | $ (1,353,528) | |||
Balance at Jul. 31, 2022 | $ 61,566 | $ 0 | 27,564,129 | (21,792,224) | 5,833,471 |
Balance (shares) at Jul. 31, 2022 | 61,565,841 | 1,753,335 | |||
Debt conversion shares issued | $ 640 | $ 0 | 244,311 | 0 | 244,951 |
Debt conversion shares issued (shares) | 640,106 | 0 | |||
Net loss | (1,920,242) | (1,920,242) | |||
Balance at Jul. 31, 2023 | $ 62,206 | $ 0 | $ 27,808,440 | $ (23,712,466) | $ 4,158,180 |
Balance (shares) at Jul. 31, 2023 | 62,205,947 | 1,753,335 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,920,242) | $ (1,353,528) |
Loss from discontinued operations | 1,013,600 | 0 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 60,283 | 65,487 |
Warrant adjustment to Fair Value | (18,000) | (57,000) |
Non-cash interest expense | 227,872 | 454,908 |
Writedown of intangible assets | 57,875 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (21,986) | 68,172 |
Security deposits | 3,766 | 0 |
Prepaid expenses | (3,929) | 62 |
Accounts payable | (117,821) | 434,151 |
Deferred revenue | (148,174) | 21,874 |
Net cash provided by (used in) operating activities- continuing operations | (866,756) | (365,874) |
Net cash provided by (used in) operating activities- discontinued operations | 230,050 | (86,081) |
Net cash provided by (used in) operating activities | (636,706) | (451,955) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (12,650) | (46,893) |
Net cash provided by (used in) investing activities- continuing operations | (12,650) | (46,893) |
Net cash provided by (used in) investing activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) investing activities | (12,650) | (46,893) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans | (168,284) | (61,300) |
Proceeds from loans | 401,418 | 965,452 |
Net cash provided by (used in) financing activities- continuing operations | 233,134 | 904,152 |
Net cash provided by (used in) financing activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | 233,134 | 904,152 |
Net increase (decrease) in cash | (416,222) | 405,304 |
Cash, beginning of period | 482,910 | 77,606 |
Cash, end of period | 66,688 | 482,910 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
Cash paid for interest | 20,618 | 11,587 |
Cash paid for taxes | 1,415 | 2,040 |
SUPPLEMENTAL SCHEDULES OF NONCASH FINANCING ACTIVITIES | ||
Common stock shares issued upon conversion of debt | $ 244,311 | $ 0 |
ORGANIZATION AND DESCRIPTION BU
ORGANIZATION AND DESCRIPTION BUSINESS | 12 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION 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 | 12 Months Ended |
Jul. 31, 2023 | |
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 a Share Exchange Agreement (the "Share Exchange Agreement") with Hammer Fiber Optics Investments, Ltd., a Delaware corporation ("HFOI"), and the controlling stockholders of HFOI (the "HFOI Shareholders").Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the "HFOI Shares") and in exchange, the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the "HMMR Shares").As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company. On April 13, 2016, the Board of Directors (BOD) approved a Plan of Merger (the "Plan of Merger") under Nevada Revised Statuses (NRS) Section 92A.180 to merge (the "Merger") with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings Inc. to Hammer Fiber Optics Holdings Corp. The Plan of Merger also provided for a 1 for 1,000 exchange ratio for shareholders of both the Company and the HRO Holdings, which had the effect of a 1 for 1,000 reverse split of the common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to Financial Industry Regulatory Authority (the "FINRA") for its review and approval. On May 3, 2016, the FINRA approved the merger with the wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp. (“HFO Holdings”). Accordingly, thereafter, the Company’s name was changed and the shares of common stock began trading under new ticker symbol “HMMR” as of May 27, 2016. The merger was effected on July 19, 2016. On September 11, 2018, our board of directors approved stock purchase agreements with 1stPoint Communications LLC and its subsidiaries, Endstream Communications LLC, Open Data Centers LLC and Shelcomm Inc. for the acquisition of all of the equity of the entities. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate a data center facility in Piscataway, New Jersey. The acquisition of 1stPoint Communications, LLC, Open Data Centers, LLC and Shelcomm, Inc. closed on November 1, 2018. The acquisition of Endstream Communications, LLC closed on December 17, 2018. On January 29, 2019 our board of directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity. The acquisition of American Network, Inc closed on September 1, 2019. As of April 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center. On October 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 | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis ten Impairment of long-lived assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses for any long-lived assets. Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty is more likely than not to default. Indefinite lived intangible assets The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses. The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses. Revenue recognition The Company accounts for revenues under Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers" (Topic 606), which we adopted on August 1, 2018, using the modified retrospective approach. This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Company’s revenues are derived from its subsidiaries, 1stPoint Communications, LLC, Endstream Communications, LLC and Shelcomm, Inc. 1stPoint’s and Shelcomm’s revenues are derived from retail web and voice hosting services as well as carrier hosting services. These are contracted agreements which are billed monthly, and revenues are recognized in the period in which the services are rendered. In some cases customers sign longer term agreements (up to two years) and prepay for those services. Revenues are recognized in the period the services are delivered. Endstream’s revenue is derived from post-paid and pre-paid wholesale voice services and billed on a usage basis. Revenues are recognized in the period in which the services are delivered. Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Fair value measurements The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - 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. All financial assets and liabilities are approximate their fair value. Warrants are valued at Level 3. Fair Value Measurements Fair Value Measurements at July 31, 2023 July 31, Quoted Prices Significant Significant Unobservable Inputs (Level 3) Liabilities $ – – – – Warrant Liabilities $ 195,750 – – 195,750 Fair Value Measurements at July 31, 2022 July 31, Quoted Prices Significant Significant Liabilities $ – – – – Warrant Liabilities $ 213,750 – – 213,750 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 July 31, 2023, and 2023: July 31, 2023 July 31, 2022 Balance, January 1 $ 213,750 $ – Additions – 270,750 Change in fair value of derivative liabilities (35,862 ) (57,000 ) Balance, December 31 $ 195,750 $ 213,750 Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, Hammer Fiber Optic Investments Ltd, 1stPoint Communications, LLC, Endstream Communications, LLC, Shelcomm, Inc., American Network, Inc. and HammerPay [USA], Inc. The company is also the beneficial owner of Hammer Wireless SL. The financial statements for Hammer Fiber Optics Holdings Corp. and its subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Hammer Fiber Optics Investments, Ltd and Open Data Centers, LLC and Hammer Wireless (SL) Ltd have been discontinued and are reported on a summarized basis in consolidation. Open Data Centers was dissolved on December 30, 2020. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. Basic and Diluted Earnings (Loss) per Common Share The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company and the fact that the Company has a net loss for the periods presented. As of July 31, 2023 and 2022, there were no common stock equivalents outstanding. As of July 31, 2023 the Company had 600,000 shares of potentially dilutive warrants. Recent accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The Company adopted this ASU on a prospective basis as of August 1, 2022, and the adoption of this guidance had no material impact on the consolidated financial statements. 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. The Company is currently evaluating any impact the adoption of this ASU might have on its consolidated financial statements. Reclassifications Certain reclassifications have been made to the financial statements to conform to the consolidated 2023 financial statement presentation. Accounts Receivable Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company's portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company's customers. The allowance for doubtful accounts was approximately $11,000 and $0 as of July 31, 2023 and 2022. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 4 - GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Jul. 31, 2023 | |
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 Annual Report on Form 10-K for the year ended July 31, 2022, with the Securities and Exchange Commission on February 8, 2023, the Company performed an evaluation of its accounting in connection 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-K does not give effect to $196,043 in expense and the issuance of warrant (the "Warrants") to purchase shares at a price between $1.50 and $3.00 per share of the common stock outstanding. Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below. Upon review of the Company's previously filed 10-K, the following errors were discovered and recorded: 1. 2. 3. 4. 5. The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated balance sheets for the year ended July 31, 2022: July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) ASSETS Current Assets Cash and cash equivalents $ 482,910 - $ 482,910 Accounts receivable 216,834 - 216,834 Security Deposits 11,082 - 11,082 Prepaid expenses 14,746 - 14,746 Total current assets 725,572 725,572 Property and equipment, net 278,345 141,000 (1) 137,345 Intangible and other assets 7,323,702 (141,000 ) (1) 7,464,702 Assets from Discontinued Operations 1,243,960 - 1,243,960 Total assets $ 9,571,579 $ 9,571,579 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 1,130,465 211,822 (2) $ 1,342,287 Loans payable 1,544,935 (230,242 ) (2) 1,314,693 Warrant Liabilities - 213,750 (2) 213,750 Deferred Revenue 321,074 - 321,074 Liabilities from Discontinued Operations 546,304 - 546,304 Total Liabilities 3,542,778 3,738,108 Stockholders' Equity (Deficit) Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,851 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively $ 61,566 - $ 61,566 Additional paid-in capital 27,564,129 - 27,564,129 Accumulated deficit (21,596,894 ) (195,330 ) (2) (21,792,224 ) Total Stockholder's Equity (Deficit) 6,028,801 5,833,471 Total Liabilities and Stockholders' Equity (Deficit) $ 9,571,579 $ 9,571,579 The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of operations for the year ended July 31, 2022: July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) Revenues $ 2,602,115 $ - $ 2,602,115 Costs and expenses: Cost of sales 2,022,190 - 2,022,190 Selling, general and administrative expenses 1,062,163 - 1,062,163 Depreciation expense 65,487 - 65,487 Total operating expenses 3,149,840 - 3,149,840 Operating loss (547,725 ) - (547,725 ) Other income (expense) Other Income - - - Interest expense (11,587 ) (78,339 ) (2) (89,926 ) Warrant financing expense - (125,025 ) (2) (125,025 ) Financing expenses (586,133 ) (49,679 ) (2) (635,812 ) Warrant adjustment to fair value - 57,000 (2) 57,000 Other expenses (12,040 ) - (12,040 ) Total other expenses (609,760 ) (805,803 ) Income (loss) Before Discontinued Operations (1,157,485 ) (1,353,528 ) Income (loss) From Discontinued Operations - - - Net income (loss) $ (1,157,485 ) $ (1,353,528 ) Weighted average number of common shares outstanding - basic and diluted 61,382,496 61,565,841 Loss per share- basic and diluted Continuing operations $ (0.02 ) $ (0.02 ) Discontinued operations - - Total $ (0.02 ) $ (0.02 ) 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 the year ended July 31, 2022: July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (1,157,485 ) $ (196,043 ) $ (1,353,528 ) Loss from discontinued operations - - - Adjustments to reconcile net loss to net cash provided by operating activities: Gain on loan forgiveness - - - Depreciation expense 64,327 1,160 (1) 65,487 Warrant adjustment to Fair Value - (57,000 ) (2) (57,000 ) Non-cash expense - 454,908 (2) 454,908 Changes in operating assets and liabilities: Accounts receivable (46,860 ) 115,032 (2) 68,172 Security deposits - - - Prepaid expenses 62 - 62 Accounts payable 348,680 85,471 (2) 434,151 Deferred revenue 21,879 (5 ) (2) 21,874 Net cash provided by (used in) operating activities- continuing operations (769,397 ) (365,874 ) Net cash provided by (used in) operating activities- discontinued operations (50,212 ) (86,081 ) Net cash provided by (used in) operating activities (819,609 ) (451,955 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (205,060 ) 158,167 (2) (46,893 ) Purchase of licenses - - - Acquisition of customer contracts - - - Net cash provided by (used in) investing activities- continuing operations (205,060 ) (46,893 ) Net cash provided by (used in) investing activities- discontinued operations - - - Net cash provided by (used in) investing activities (205,060 ) (46,893 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of loans (100,966 ) 39,666 (2) (61,300 ) Proceeds from loans 1,530,939 (565,487 ) (2) 965,452 Net cash provided by (used in) financing activities- continuing operations 1,429,973 904,152 Net cash provided by (used in) financing activities- discontinued operations - - Net cash provided by (used in) financing activities 1,429,973 904,152 Net increase (decrease) in cash 405,304 405,304 Cash, beginning of period 77,606 77,606 Cash, end of period $ 482,910 $ 482,910 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest $ 11,587 $ 11,587 Cash paid for taxes $ 2,040 $ 2,040 The specific explanations for the items noted above in the restated financial statements are as follows: (1) (2) • • . |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jul. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 6 - DISCONTINUED OPERATIONS Hammer Fiber Optics Investment Ltd ceased operations on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. The operations of Hammer Fiber Optics Investments, Ltd were classified as a discontinued operation. Open Data Centers, LLC ceased operating in its Piscataway, NJ location in May 2020. Hammer Wireless (SL) Ltd ceased operating in Sierra Leone in March 2020. Reporting of the discontinued operations is in accordance with Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The following summarizes the assets and liabilities of the discontinue operations: July 31, 2023 July 31, 2022 Assets Current Assets Cash $ - $ - Accounts receivable - - Other current assets - - Total current assets - - Other Assets Property and equipment- net - 1,243,960 Intangible assets - - Total other assets - 1,243,960 Total Assets $ - $ 1,243,960 Liabilities and Net Assets Current Liabilities Accounts payable $ 545,994 $ 546,304 Notes payable- related parties - - Current portion of long-term notes payable - related parties - - Accrued interest - - Rent Concessions - - Total current liabilities 545,994 546,304 Net assets (liabilities) $ (545,994 ) $ 697,656 The following summarizes the operations of the discontinued operations: July 31, 2023 July 31, 2022 Revenue $ - $ - Operating expenses Operations and maintenance - - General and administrative - - Depreciation and amortization - - Impairment expense (1,013,600 ) - Loss from operations (1,013,600 ) - Other income (expense) - - Interest expense - - Interest income - - Total other income (expense) - - Net Income $ (1,013,600 ) $ - |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 - PROPERTY AND EQUIPMENT As of July 31, 2023, property and equipment from ongoing operations included: Amount Life Computer and Telecom equipment $ 1,275,031 5 years Less: Accumulated depreciation (1,185,319 ) Total $ 89,712 Depreciation expense was $60,283 and $65,487 for the years ended July 31, 2023 and 2022, respectively. |
INDEFINITE LIVED INTANGIBLE ASS
INDEFINITE LIVED INTANGIBLE ASSETS | 12 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS The Company has $18,934 of recognized indefinite lived intangible assets, which consist of the ownership of Internet Protocol version 4 (IPv4) address blocks. 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 | 12 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS During the current fiscal year ending on July 31, 2020, the Company entered into convertible notes with a the Chief Executive Officer and a relation of the Chief Executive Officer on April 20th and May 5th 2020 in the amounts of $36,300, and $12,000 respectively. The $12,000 note was paid on May 12th, 2020. The Company entered into a convertible note with a related party on August 22, 2019 in the amount of $12,000. $4,500 has been repaid. The Company entered into a convertible note with two related parties (who were former partners in 1stPoint Communications, LLC) on August 24, 2019 in the amount of $12,000 and $6,000 respectively. Any interest may be accrued as either cash or stock at the option of the Company. During the current fiscal year ending July 31, 2020, the Company entered into Stock Purchase Agreements from a related party in the amount of $10,000 on August 15, 2020, $25,000 on March 17, 2020, and $40,000 on March 26, 2020. On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a non-executive director. The note bears interest at a rate of 6%, payable at the end of the term, but has bee n waived by the lending party. On November 23, 2020, and on January 19, 2021 the Company entered into promissory notes for the sums of $10,000 and $75,000 with a non executive director. These notes bear interest at a rate of 6%, payable at the end of the term and may be convertible into common stock at the Company's option. Interest has been waived by the lender. 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 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 of this note 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 totally $27,000 with a non-executive director. The interest of this note 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 totally $26,500 with a non-executive director. The interest of this note 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 totally $9,000 with a non-executive director. The interest of this note 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 totally $25,000 with a non-executive director. The interest of this note 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 totally $25,000 with a non-executive director. The interest of this note 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 totally $25,000 with a non-executive director. The interest of this note 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 totally $16,500 with a non-executive director. The interest of this note 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 totally $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option. As of July 31, 2023, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet and all interest has been forgiven by the holders of all promissory notes from all related parties. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 10 - CONVERTIBLE DEBT As of 31 July 2023, The company has convertible notes with related parties in the amounts of $24,253, $161,300, $12,000, $6,000, $7500, $36,600 and $472,500 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 | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES The Company's income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management's best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimate are required in the determination of the consolidated income tax expense. The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the fiscal year ended July 31, 2023 and 2022, to the Company's effective tax rate is as follows: July 31, 2023 2022 Income tax benefit provision at statutory rate $ (1,920,242 ) $ 187,671 Change in valuation allowance 1,920,242 (187,671 ) $ - $ - The tax effects of temporary differences that give rise to the Company's net deferred tax assets as of July 31, 2023 and 2022 are as follows: July 31, 2023 2022 Net operating gain/loss $ (1,920,242 ) $ (893,672 ) Valuation allowance 1,920,242 893,672 $ - $ - The Tax Cuts and Jobs Act of 2017 (the Act) reduced the statutory corporate federal income tax rate from 35% to 21% beginning in 2018. The blended tax rate for 2018 considered the tax laws enacted in 2017. The tax effect of temporary differences from net operating losses ("NOL") has been reduced to reflect the newly enacted rates. The Company has approximately $22,912,000 of NOL carried forward to offset taxable income in future years. The tax laws enacted in 2017 also changed the treatment of NOL. Prior to the change, NOL could be carried back up to two years and carried forward up to 20 years to offset taxable income. In the new tax law, the NOL that can be carried forward is limited to 80% of the taxable income, can no longer be carried back, but are allowed to be carried forward indefinitely. The new law will apply to NOL arising in tax years beginning 2019. December 31, 2017, hence, $3,000,000 of the NOL will be subject to the 80% limitation and will be carried forward indefinitely while $19,297,000 of the NOL will be carried forward for 20 years and will begin to expire in 2036. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. As of July 31, 2023 and 2022, the Company has no unrecognized income tax benefits. The Company's policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as a tax expense. No interest or penalties have been recorded during the years ended July 31, 2023 and 2022. As of July 31, 2023 and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. The tax years from 2016 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jul. 31, 2023 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12 - STOCKHOLDERS' EQUITY Common Stock 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 had not been issued until after July 31, 2023. The fair value of the stock at $105,925 has been recognized as a liability on the consolidated balance sheet as of July 31, 2023. |
COMMITMENTS AND LEASES
COMMITMENTS AND LEASES | 12 Months Ended |
Jul. 31, 2023 | |
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. |
FOREIGN CURRENCY
FOREIGN CURRENCY | 12 Months Ended |
Jul. 31, 2023 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY | NOTE 14 - FOREIGN CURRENCY We transact business in various foreign currencies including the Euro. In general, the functional currency of a foreign operation is the local country's currency. Consequently, revenues and expenses of operations outside the United States are translated into USD Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. The effects of foreign currency translation adjustments are not material to the Company's accompanying financial statements. |
CLAIMS
CLAIMS | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS | NOTE 15 - 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. $ 9210 Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd. $ 17,309 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 |
WARRANTS
WARRANTS | 12 Months Ended |
Jul. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 16 - WARRANTS On February 11, 2022, the Company issued a purchase warrant to Mast Hill Fund, L.P. for 150,000 shares of the Company's common stock in conjunction with convertible debt. The warrants are exercisable for 5 years at $1.50 per share. The warrants were evaluated for purposes of classification between liability and equity. Because the warrants were issued in conjunction with a debenture the warrants have been considered debt pursuant to ASC 820 Topic 10. On February 11, 2022, the Company issued a purchase warrant for to Mast Hill Fund, L.P. for 150,000 shares of the Company's common stock in conjunction with convertible debt. The warrants are exercisable for 5 years at $3.00 per share. The Company determined the Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the warrant agreement, which includes a change in control. On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for 75,000 shares of the Company's common stock in conjunction with convertible debt. The warrants are exercisable for 5 years at $1.50 per share. The warrants were evaluated for purposes of classification between liability and equity. Because the warrants were issued in conjunction with a debenture the warrants have been considered debt pursuant to ASC 820 Topic 10. On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for 75,000 shares of the Company's common stock in conjunction with convertible debt. The warrants are exercisable for 5 years at $3.00 per share. The warrants were evaluated for purposes of classification between liability and equity. Because the warrants were issued in conjunction with a debenture the warrants have been considered debt pursuant to ASC 820 Topic 10. The Black Scholes model was used to determine the fair price of the warrants, including the use of the share price, exercise price, term, volatility, risk free interest rate and the dividend rate. The warrants were priced in each quarter and the carrying cost of the warrant adjusted in accordance with the model. |
OTHER INCOME (EXPENSE) AND DISC
OTHER INCOME (EXPENSE) AND DISCONTINUED AND CONTINUING OPERATIONS | 12 Months Ended |
Jul. 31, 2023 | |
Other Income Expense And Discontinued And Continuing Operations [Abstract] | |
OTHER INCOME (EXPENSE) AND DISCONTINUED AND CONTINUING OPERATIONS | NOTE 17 - OTHER INCOME (EXPENSE) AND DISCONTINUED AND CONTINUING OPERATIONS Discontinued Operations The remaining assets of the operations of Hammer Fiber Optics Investments, Ltd in Atlantic County, NJ have been written down and considered a loss from discontinued operations. The loss from discontinued operations was $1,013,600. This is a one-time write-down and will not recur. The remaining assets of the operations of Hammer Wireless [SL] Ltd in Sierra Leone have been written down and considered a loss from discontinued operations. The loss from discontinued operations was $40,506.80. This is a one-time write-down and will not recur. Other Income Manage evaluated the deferred revenue of the 1stPoint Communications, LLC business unit and determined that certain revenues had not been reflected in prior periods due to changes in the underlying systems relating to its web hosting business. As a result management adjusted the deferred revenue from prior periods as Other Income. Adjustments to the current period were considered revenues in the period. The Other Income from prior periods was $135,037.12. Management evaluated revenue from Endstream Communications and recognized a customer prepayment of $5.38.These are not expected to recur. 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. On March 23, 2023 Mast Hill exercised its rights to convert interest expense and transactions fees in the amount of $73,897.80 at $0.58 per share of the Company’s common stock. The conversion price was above the market price at closing of $0.489 per share. Therefore the Company recognized a gain of $11,467.31 on conversion. Financing Expenses The company recognized financing expenses associated with notes payable to Synergy Finance of $18,803.59 and $27,598.86 to Forward Financing. The company recognized $209,129.91 in financing expenses associated with the Mast Hill note and Talos convertible notes. Other Expenses The company recognized a loss of $170,368 on currency exchange in association with the discontinuation of the Hammer Wireless SL business unit. 1stPoint and Endstream recognized a loss of $3,771 and $5.52 respectively. |
LOANS AND FINANCING AGREEMENTS
LOANS AND FINANCING AGREEMENTS | 12 Months Ended |
Jul. 31, 2023 | |
Loans And Financing Agreements [Abstract] | |
LOANS AND FINANCING AGREEMENTS | NOTE 18 - LOANS AND FINANCING AGREEMENTS On March 20, 2023, 1stPoint Communications entered into a financing agreement with Greenbox Capital, also known as Synergy Finance in the amount of $58,000 and $2,320 in transaction fees. On July 31, 2023 the principal remaining was $17,234.25 On February 26, 2021 Endstream Communications entered into a financing agreement with Forward Financing in the amount of $40,000. The amount was refinanced on March 25, 2022 and again on November 16 2022 in the amount of $141,750. On July 31, 2023 the principal remaining was $40,234.21. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 - SUBSEQUENT EVENTS Since July 31, 2023 the Company has entered into several promissory notes with a non-executive director. These notes total $406,035. On August 23, 2023 the Company issued 475,000 shares to Mast Hill Fund pursuant to the amendment of the terms of its promissory note. The fair value of these shares is reflected as a liability (unissued stock). 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) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. |
Property and equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis ten |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses for any long-lived assets. |
Notes Receivable | Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty is more likely than not to default. |
Indefinite lived intangible assets | Indefinite lived intangible assets The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses. The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses. |
Revenue recognition | Revenue recognition The Company accounts for revenues under Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers" (Topic 606), which we adopted on August 1, 2018, using the modified retrospective approach. This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Company’s revenues are derived from its subsidiaries, 1stPoint Communications, LLC, Endstream Communications, LLC and Shelcomm, Inc. 1stPoint’s and Shelcomm’s revenues are derived from retail web and voice hosting services as well as carrier hosting services. These are contracted agreements which are billed monthly, and revenues are recognized in the period in which the services are rendered. In some cases customers sign longer term agreements (up to two years) and prepay for those services. Revenues are recognized in the period the services are delivered. Endstream’s revenue is derived from post-paid and pre-paid wholesale voice services and billed on a usage basis. Revenues are recognized in the period in which the services are delivered. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Fair value measurements | Fair value measurements The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - 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. All financial assets and liabilities are approximate their fair value. Warrants are valued at Level 3. Fair Value Measurements Fair Value Measurements at July 31, 2023 July 31, Quoted Prices Significant Significant Unobservable Inputs (Level 3) Liabilities $ – – – – Warrant Liabilities $ 195,750 – – 195,750 Fair Value Measurements at July 31, 2022 July 31, Quoted Prices Significant Significant Liabilities $ – – – – Warrant Liabilities $ 213,750 – – 213,750 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 July 31, 2023, and 2023: July 31, 2023 July 31, 2022 Balance, January 1 $ 213,750 $ – Additions – 270,750 Change in fair value of derivative liabilities (35,862 ) (57,000 ) Balance, December 31 $ 195,750 $ 213,750 |
Consolidation of financial statements | Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, Hammer Fiber Optic Investments Ltd, 1stPoint Communications, LLC, Endstream Communications, LLC, Shelcomm, Inc., American Network, Inc. and HammerPay [USA], Inc. The company is also the beneficial owner of Hammer Wireless SL. The financial statements for Hammer Fiber Optics Holdings Corp. and its subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Hammer Fiber Optics Investments, Ltd and Open Data Centers, LLC and Hammer Wireless (SL) Ltd have been discontinued and are reported on a summarized basis in consolidation. Open Data Centers was dissolved on December 30, 2020. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment. |
Basic and Diluted Earnings (Loss) per Common Share | Basic and Diluted Earnings (Loss) per Common Share The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company and the fact that the Company has a net loss for the periods presented. As of July 31, 2023 and 2022, there were no common stock equivalents outstanding. As of July 31, 2023 the Company had 600,000 shares of potentially dilutive warrants. |
Recent accounting pronouncements | Recent accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The Company adopted this ASU on a prospective basis as of August 1, 2022, and the adoption of this guidance had no material impact on the consolidated financial statements. 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. The Company is currently evaluating any impact the adoption of this ASU might have on its consolidated financial statements. |
Reclassifications | Reclassifications Certain reclassifications have been made to the financial statements to conform to the consolidated 2023 financial statement presentation. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company's portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company's customers. The allowance for doubtful accounts was approximately $11,000 and $0 as of July 31, 2023 and 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | Fair Value Measurements at July 31, 2023 July 31, Quoted Prices Significant Significant Unobservable Inputs (Level 3) Liabilities $ – – – – Warrant Liabilities $ 195,750 – – 195,750 Fair Value Measurements at July 31, 2022 July 31, Quoted Prices Significant Significant Liabilities $ – – – – Warrant Liabilities $ 213,750 – – 213,750 |
Schedule of changes in fair value of financial liabilities | July 31, 2023 July 31, 2022 Balance, January 1 $ 213,750 $ – Additions – 270,750 Change in fair value of derivative liabilities (35,862 ) (57,000 ) Balance, December 31 $ 195,750 $ 213,750 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of error corrections and prior period adjustments | July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) ASSETS Current Assets Cash and cash equivalents $ 482,910 - $ 482,910 Accounts receivable 216,834 - 216,834 Security Deposits 11,082 - 11,082 Prepaid expenses 14,746 - 14,746 Total current assets 725,572 725,572 Property and equipment, net 278,345 141,000 (1) 137,345 Intangible and other assets 7,323,702 (141,000 ) (1) 7,464,702 Assets from Discontinued Operations 1,243,960 - 1,243,960 Total assets $ 9,571,579 $ 9,571,579 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 1,130,465 211,822 (2) $ 1,342,287 Loans payable 1,544,935 (230,242 ) (2) 1,314,693 Warrant Liabilities - 213,750 (2) 213,750 Deferred Revenue 321,074 - 321,074 Liabilities from Discontinued Operations 546,304 - 546,304 Total Liabilities 3,542,778 3,738,108 Stockholders' Equity (Deficit) Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,851 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively $ 61,566 - $ 61,566 Additional paid-in capital 27,564,129 - 27,564,129 Accumulated deficit (21,596,894 ) (195,330 ) (2) (21,792,224 ) Total Stockholder's Equity (Deficit) 6,028,801 5,833,471 Total Liabilities and Stockholders' Equity (Deficit) $ 9,571,579 $ 9,571,579 July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) Revenues $ 2,602,115 $ - $ 2,602,115 Costs and expenses: Cost of sales 2,022,190 - 2,022,190 Selling, general and administrative expenses 1,062,163 - 1,062,163 Depreciation expense 65,487 - 65,487 Total operating expenses 3,149,840 - 3,149,840 Operating loss (547,725 ) - (547,725 ) Other income (expense) Other Income - - - Interest expense (11,587 ) (78,339 ) (2) (89,926 ) Warrant financing expense - (125,025 ) (2) (125,025 ) Financing expenses (586,133 ) (49,679 ) (2) (635,812 ) Warrant adjustment to fair value - 57,000 (2) 57,000 Other expenses (12,040 ) - (12,040 ) Total other expenses (609,760 ) (805,803 ) Income (loss) Before Discontinued Operations (1,157,485 ) (1,353,528 ) Income (loss) From Discontinued Operations - - - Net income (loss) $ (1,157,485 ) $ (1,353,528 ) Weighted average number of common shares outstanding - basic and diluted 61,382,496 61,565,841 Loss per share- basic and diluted Continuing operations $ (0.02 ) $ (0.02 ) Discontinued operations - - Total $ (0.02 ) $ (0.02 ) July 31, July 31, 2022 Adjustments 2022 (As Filed) (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (1,157,485 ) $ (196,043 ) $ (1,353,528 ) Loss from discontinued operations - - - Adjustments to reconcile net loss to net cash provided by operating activities: Gain on loan forgiveness - - - Depreciation expense 64,327 1,160 (1) 65,487 Warrant adjustment to Fair Value - (57,000 ) (2) (57,000 ) Non-cash expense - 454,908 (2) 454,908 Changes in operating assets and liabilities: Accounts receivable (46,860 ) 115,032 (2) 68,172 Security deposits - - - Prepaid expenses 62 - 62 Accounts payable 348,680 85,471 (2) 434,151 Deferred revenue 21,879 (5 ) (2) 21,874 Net cash provided by (used in) operating activities- continuing operations (769,397 ) (365,874 ) Net cash provided by (used in) operating activities- discontinued operations (50,212 ) (86,081 ) Net cash provided by (used in) operating activities (819,609 ) (451,955 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (205,060 ) 158,167 (2) (46,893 ) Purchase of licenses - - - Acquisition of customer contracts - - - Net cash provided by (used in) investing activities- continuing operations (205,060 ) (46,893 ) Net cash provided by (used in) investing activities- discontinued operations - - - Net cash provided by (used in) investing activities (205,060 ) (46,893 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of loans (100,966 ) 39,666 (2) (61,300 ) Proceeds from loans 1,530,939 (565,487 ) (2) 965,452 Net cash provided by (used in) financing activities- continuing operations 1,429,973 904,152 Net cash provided by (used in) financing activities- discontinued operations - - Net cash provided by (used in) financing activities 1,429,973 904,152 Net increase (decrease) in cash 405,304 405,304 Cash, beginning of period 77,606 77,606 Cash, end of period $ 482,910 $ 482,910 SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest $ 11,587 $ 11,587 Cash paid for taxes $ 2,040 $ 2,040 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities & operations of discontinue operations | July 31, 2023 July 31, 2022 Assets Current Assets Cash $ - $ - Accounts receivable - - Other current assets - - Total current assets - - Other Assets Property and equipment- net - 1,243,960 Intangible assets - - Total other assets - 1,243,960 Total Assets $ - $ 1,243,960 Liabilities and Net Assets Current Liabilities Accounts payable $ 545,994 $ 546,304 Notes payable- related parties - - Current portion of long-term notes payable - related parties - - Accrued interest - - Rent Concessions - - Total current liabilities 545,994 546,304 Net assets (liabilities) $ (545,994 ) $ 697,656 |
Schedule of operations of discontinued operations | July 31, 2023 July 31, 2022 Revenue $ - $ - Operating expenses Operations and maintenance - - General and administrative - - Depreciation and amortization - - Impairment expense (1,013,600 ) - Loss from operations (1,013,600 ) - Other income (expense) - - Interest expense - - Interest income - - Total other income (expense) - - Net Income $ (1,013,600 ) $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Amount Life Computer and Telecom equipment $ 1,275,031 5 years Less: Accumulated depreciation (1,185,319 ) Total $ 89,712 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax reconciliation | July 31, 2023 2022 Income tax benefit provision at statutory rate $ (1,920,242 ) $ 187,671 Change in valuation allowance 1,920,242 (187,671 ) $ - $ - |
Schedule of net deferred tax assets | July 31, 2023 2022 Net operating gain/loss $ (1,920,242 ) $ (893,672 ) Valuation allowance 1,920,242 893,672 $ - $ - |
CLAIMS (Tables)
CLAIMS (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of claims | Calvi Electric v. Hammer Fiber Optics Inv, Ltd. $ 9210 Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd. $ 17,309 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 | |
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 shares acquired | 20,000,000 | |||
Number of restricted shares issued | 50,000,000 | |||
Reverse split | 1 for 1,000 | |||
Telecom Financial Services Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Ownership percentage | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment depreciation method | Depreciation Method, Straight-Line [Member] | |
Number of shares of potentially dilutive warrants | 600,000 | |
Allowance for doubtful accounts | $ 11,000 | $ 0 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years | |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of fair value measurements (Details) - Recurring [Member] - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Warrant Liabilities | 195,750 | 213,750 |
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 | $ 195,750 | $ 213,750 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of changes in fair value (Details) - Level 3 [Member] - Recurring [Member] - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, January 1 | $ 213,750 | $ 0 |
Additions | 0 | 270,750 |
Change in fair value of derivative liabilities | (35,862) | (57,000) |
Balance, December 31 | $ 195,750 | $ 213,750 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Narrative) (Details) - Note Warrant [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2022 | Jul. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrant issuance expense | $ 196,043 | $ 196,043 |
Warrant term | 5 years | |
Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrant exercise price per share | $ 3 | $ 3 |
Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrant exercise price per share | $ 1.5 | $ 1.5 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated balance sheets (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 482,910 | |
Accounts receivable | $ 238,820 | 216,834 |
Security Deposits | 7,316 | 11,082 |
Prepaid expenses | 18,675 | 14,746 |
Total current assets | 331,499 | 725,572 |
Property and equipment, net | 89,712 | 137,345 |
Intangible and other assets | 7,406,827 | 7,464,702 |
Assets from Discontinued Operations | 0 | 1,243,960 |
Total assets | 7,828,038 | 9,571,579 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,205,995 | 1,342,287 |
Loans payable | 1,443,294 | 1,314,693 |
Warrant Liabilities | 195,750 | 213,750 |
Deferred Revenue | 172,900 | 321,074 |
Liabilities from Discontinued Operations | 545,994 | 546,304 |
Total Liabilities | 3,669,858 | 3,738,108 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,851 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively | 62,206 | 61,566 |
Additional paid-in capital | 27,808,440 | 27,564,129 |
Accumulated deficit | (23,712,466) | (21,792,224) |
Total Stockholder's Equity (Deficit) | 4,158,180 | 5,833,471 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 7,828,038 | 9,571,579 |
Previously Reported [Member] | ||
Current Assets | ||
Cash and cash equivalents | 482,910 | |
Accounts receivable | 216,834 | |
Security Deposits | 11,082 | |
Prepaid expenses | 14,746 | |
Total current assets | 725,572 | |
Property and equipment, net | 278,345 | |
Intangible and other assets | 7,323,702 | |
Assets from Discontinued Operations | 1,243,960 | |
Total assets | 9,571,579 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,130,465 | |
Loans payable | 1,544,935 | |
Warrant Liabilities | 0 | |
Deferred Revenue | 321,074 | |
Liabilities from Discontinued Operations | 546,304 | |
Total Liabilities | 3,542,778 | |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,851 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively | 61,566 | |
Additional paid-in capital | 27,564,129 | |
Accumulated deficit | (21,596,894) | |
Total Stockholder's Equity (Deficit) | 6,028,801 | |
Total Liabilities and Stockholders' Equity (Deficit) | 9,571,579 | |
Revision of Prior Period, Adjustment [Member] | ||
Current Assets | ||
Cash and cash equivalents | 0 | |
Accounts receivable | 0 | |
Security Deposits | 0 | |
Prepaid expenses | 0 | |
Property and equipment, net | 141,000 | |
Intangible and other assets | (141,000) | |
Assets from Discontinued Operations | 0 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 211,822 | |
Loans payable | (230,242) | |
Warrant Liabilities | 213,750 | |
Deferred Revenue | 0 | |
Liabilities from Discontinued Operations | 0 | |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,851 shares issued; 60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively | 0 | |
Additional paid-in capital | 0 | |
Accumulated deficit | $ (195,330) |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated balance sheets (Parentheticals) (Details) - $ / shares | Jul. 31, 2023 | Jul. 31, 2022 |
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 | 62,205,947 | 61,565,851 |
Common Stock, Shares, Outstanding | 60,452,612 | 59,812,506 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of operations (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 3,256,611 | $ 2,602,115 |
Costs and expenses: | ||
Cost of sales | 2,426,456 | 2,022,190 |
Selling, general and administrative expenses | 1,359,339 | 1,062,163 |
Depreciation expense | 60,283 | 65,487 |
Total operating expenses | 3,846,078 | 3,149,840 |
Operating loss | (589,467) | (547,725) |
Other income (expense) | ||
Other Income | 262,259 | 0 |
Interest expense | (20,618) | (89,926) |
Warrant financing expense | (145,725) | (125,025) |
Financing expenses | (255,532) | (635,812) |
Warrant adjustment to Fair Value | 18,000 | 57,000 |
Other expenses | (175,559) | (12,040) |
Total other expense | (317,175) | (805,803) |
Income (loss) Before Discontinued Operations | (906,642) | (1,353,528) |
Income (loss) From Discontinued Operations | (1,013,600) | 0 |
Net income (loss) | $ (1,920,242) | $ (1,353,528) |
Weighted average number of common shares outstanding | ||
Basic | 62,205,947 | 61,565,841 |
Diluted | 62,205,947 | 61,565,841 |
Loss per share- Continuing operations | ||
Continuing operations - Basic | $ (0.01) | $ (0.02) |
Continuing operations - Diluted | (0.01) | (0.02) |
Loss per share - Discontinued operations | ||
Discontinued operations - Basic | (0.02) | 0 |
Discontinued operations - Diluted | (0.02) | 0 |
Total | ||
Basic | (0.03) | (0.02) |
Diluted | $ (0.03) | $ (0.02) |
Previously Reported [Member] | ||
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 2,602,115 | |
Costs and expenses: | ||
Cost of sales | 2,022,190 | |
Selling, general and administrative expenses | 1,062,163 | |
Depreciation expense | 65,487 | |
Total operating expenses | 3,149,840 | |
Operating loss | (547,725) | |
Other income (expense) | ||
Other Income | 0 | |
Interest expense | (11,587) | |
Warrant financing expense | 0 | |
Financing expenses | (586,133) | |
Warrant adjustment to Fair Value | 0 | |
Other expenses | (12,040) | |
Total other expense | (609,760) | |
Income (loss) Before Discontinued Operations | (1,157,485) | |
Income (loss) From Discontinued Operations | 0 | |
Net income (loss) | $ (1,157,485) | |
Weighted average number of common shares outstanding | ||
Basic | 61,382,496 | |
Diluted | 61,382,496 | |
Loss per share- Continuing operations | ||
Continuing operations - Basic | $ (0.02) | |
Continuing operations - Diluted | (0.02) | |
Loss per share - Discontinued operations | ||
Discontinued operations - Basic | 0 | |
Discontinued operations - Diluted | 0 | |
Total | ||
Basic | (0.02) | |
Diluted | $ (0.02) | |
Revision of Prior Period, Adjustment [Member] | ||
Statement of Comprehensive Income [Abstract] | ||
Revenues | $ 0 | |
Costs and expenses: | ||
Cost of sales | 0 | |
Selling, general and administrative expenses | 0 | |
Depreciation expense | 0 | |
Total operating expenses | 0 | |
Operating loss | 0 | |
Other income (expense) | ||
Other Income | 0 | |
Interest expense | (78,339) | |
Warrant financing expense | (125,025) | |
Financing expenses | (49,679) | |
Warrant adjustment to Fair Value | 57,000 | |
Other expenses | 0 | |
Income (loss) From Discontinued Operations | 0 | |
Net income (loss) | $ (196,043) |
RESTATEMENT OF PREVIOUSLY ISS_7
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of cash flows (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,920,242) | $ (1,353,528) |
Loss from discontinued operations | 1,013,600 | 0 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain on loan forgiveness | 0 | |
Depreciation expense | 60,283 | 65,487 |
Warrant adjustment to Fair Value | (18,000) | (57,000) |
Non-cash expense | 227,872 | 454,908 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (21,986) | 68,172 |
Security deposits | 3,766 | 0 |
Prepaid expenses | (3,929) | 62 |
Accounts payable | (117,821) | 434,151 |
Deferred revenue | (148,174) | 21,874 |
Net cash provided by (used in) operating activities- continuing operations | (866,756) | (365,874) |
Net cash provided by (used in) operating activities- discontinued operations | 230,050 | (86,081) |
Net cash provided by (used in) operating activities | (636,706) | (451,955) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (12,650) | (46,893) |
Purchase of licenses | 0 | |
Acquisition of customer contracts | 0 | |
Net cash provided by (used in) investing activities- continuing operations | (12,650) | (46,893) |
Net cash provided by (used in) investing activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) investing activities | (12,650) | (46,893) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans | (168,284) | (61,300) |
Proceeds from loans | 401,418 | 965,452 |
Net cash provided by (used in) financing activities- continuing operations | 233,134 | 904,152 |
Net cash provided by (used in) financing activities- discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | 233,134 | 904,152 |
Net increase (decrease) in cash | (416,222) | 405,304 |
Cash, beginning of period | 482,910 | 77,606 |
Cash, end of period | 66,688 | 482,910 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
Cash paid for interest | 20,618 | 11,587 |
Cash paid for taxes | 1,415 | 2,040 |
Previously Reported [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | (1,157,485) | |
Loss from discontinued operations | 0 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain on loan forgiveness | 0 | |
Depreciation expense | 64,327 | |
Warrant adjustment to Fair Value | 0 | |
Non-cash expense | 0 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (46,860) | |
Security deposits | 0 | |
Prepaid expenses | 62 | |
Accounts payable | 348,680 | |
Deferred revenue | 21,879 | |
Net cash provided by (used in) operating activities- continuing operations | (769,397) | |
Net cash provided by (used in) operating activities- discontinued operations | (50,212) | |
Net cash provided by (used in) operating activities | (819,609) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (205,060) | |
Purchase of licenses | 0 | |
Acquisition of customer contracts | 0 | |
Net cash provided by (used in) investing activities- continuing operations | (205,060) | |
Net cash provided by (used in) investing activities- discontinued operations | 0 | |
Net cash provided by (used in) investing activities | (205,060) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans | (100,966) | |
Proceeds from loans | 1,530,939 | |
Net cash provided by (used in) financing activities- continuing operations | 1,429,973 | |
Net cash provided by (used in) financing activities- discontinued operations | 0 | |
Net cash provided by (used in) financing activities | 1,429,973 | |
Net increase (decrease) in cash | 405,304 | |
Cash, beginning of period | $ 482,910 | 77,606 |
Cash, end of period | 482,910 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
Cash paid for interest | 11,587 | |
Cash paid for taxes | 2,040 | |
Revision of Prior Period, Adjustment [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | (196,043) | |
Loss from discontinued operations | 0 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain on loan forgiveness | 0 | |
Depreciation expense | 1,160 | |
Warrant adjustment to Fair Value | (57,000) | |
Non-cash expense | 454,908 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 115,032 | |
Security deposits | 0 | |
Prepaid expenses | 0 | |
Accounts payable | 85,471 | |
Deferred revenue | (5) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | 158,167 | |
Purchase of licenses | 0 | |
Acquisition of customer contracts | 0 | |
Net cash provided by (used in) investing activities- discontinued operations | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans | 39,666 | |
Proceeds from loans | $ (565,487) |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of assets and liabilities of discontinued operations (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Accounts receivable | 0 | 0 |
Other current assets | 0 | 0 |
Total current assets | 0 | 0 |
Other Assets | ||
Property and equipment- net | 0 | 1,243,960 |
Intangible assets | 0 | 0 |
Total other assets | 0 | 1,243,960 |
Total Assets | 0 | 1,243,960 |
Current Liabilities | ||
Accounts payable | 545,994 | 546,304 |
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 | 546,304 |
Net assets (liabilities) | $ (545,994) | $ 697,656 |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Operations of discontinued operations (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
Operations and maintenance | 0 | 0 |
General and administrative | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Impairment expense | (1,013,600) | 0 |
Loss from operations | (1,013,600) | 0 |
Other income (expense) | ||
Other income (expense) | 0 | 0 |
Interest expense | 0 | 0 |
Interest income | 0 | 0 |
Total other income (expense) | 0 | 0 |
Net Income | $ (1,013,600) | $ 0 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 60,283 | $ 65,487 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property, plant and equipment (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Less: Accumulated depreciation | $ (1,185,319) | |
Total | $ 89,712 | $ 137,345 |
Computer and Telecom equipment [Member] | ||
Life | 5 years | |
Property, Plant and Equipment, Gross | $ 1,275,031 |
INDEFINITE LIVED INTANGIBLE A_2
INDEFINITE LIVED INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2023 | Oct. 25, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Recognized indefinite lived intangible assets | $ 18,934 | ||
Treasury shares issued for acquisition | $ 4,250,500 | ||
Share Exchange Agreement [Member] | Telecom Financial Services Limited [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Ownership percentage | 100% |
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 | Jul. 31, 2023 | Jul. 06, 2023 | Jun. 13, 2023 | Jun. 07, 2023 | May 23, 2023 | May 05, 2023 | Mar. 29, 2023 | Nov. 14, 2022 | Jul. 28, 2022 | Jun. 22, 2022 | Mar. 07, 2022 | Feb. 28, 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 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 | $ 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% | 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 | |||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amount of transaction with related party | $ 10,000 | $ 40,000 | $ 25,000 | ||||||||||||||||||||||||||||
Erik Levitt [Member] | Convertible promissory note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Face amount of debt | $ 12,000 | $ 36,300 | |||||||||||||||||||||||||||||
Payments of debt | $ 12,000 | ||||||||||||||||||||||||||||||
Andrea Levitt [Member] | Convertible promissory note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Face amount of debt | $ 12,000 | ||||||||||||||||||||||||||||||
Payments of debt | $ 4,500 | ||||||||||||||||||||||||||||||
Related party one [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes payable, related parties | $ 24,253 | ||||||||||||||||||||||||||||||
Related party one [Member] | Promissory note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Face amount of debt | $ 12,000 | ||||||||||||||||||||||||||||||
Related party two [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes payable, related parties | $ 161,300 | ||||||||||||||||||||||||||||||
Related party two [Member] | Promissory note [Member] | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Face amount of debt | $ 6,000 |
CONVERTIBLE DEBT (Narrative) (D
CONVERTIBLE DEBT (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 04, 2022 | Feb. 11, 2022 | Feb. 17, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Convertible Debt [Line Items] | |||||
Gross proceeds of debt | $ 401,418 | $ 965,452 | |||
Principal or interest rate percentage | 6% | ||||
Mast Hill Fund L P [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 | ||||
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 | $ 472,500 | ||||
Securities purchase agreement [Member] | Mast Hill Fund L P [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 L P [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 L P [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) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax rate | 21% | 21% | 35% |
Operating loss carryforwards | $ 22,912,000 | ||
Net operating loss carryforwards subject to 80% limitation | 3,000,000 | ||
Net operating loss carryforwards for 20 years | $ 19,297,000 |
INCOME TAXES - Schedule of effe
INCOME TAXES - Schedule of effective tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit provision at statutory rate | $ (1,920,242) | $ 187,671 |
Change in valuation allowance | 1,920,242 | (187,671) |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
INCOME TAXES - Schedule of net
INCOME TAXES - Schedule of net deferred tax assets (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating gain/loss | $ (1,920,242) | $ (893,672) |
Valuation allowance | 1,920,242 | 893,672 |
Net deferred tax assets | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Mar. 06, 2023 | Oct. 04, 2022 | Jul. 31, 2022 | Jul. 31, 2023 | |
Class of Stock [Line Items] | ||||
Common stock issued | 0 | |||
Unissued stock | $ 0 | $ 105,925 | ||
Mast Hill Fund L P [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock issued | 475,000 | |||
Unissued stock | $ 105,925 | |||
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) | 12 Months Ended |
Jul. 31, 2023 | |
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 $2,000 per month. |
CLAIMS (Narrative) (Details)
CLAIMS (Narrative) (Details) | 12 Months Ended |
Jul. 31, 2023 USD ($) | |
Cross River Fiber [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 25,000 |
CLAIMS (Details)
CLAIMS (Details) | 12 Months Ended |
Jul. 31, 2022 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. Hammer Fiber Optics Inv, Ltd [Member] | |
Loss Contingencies [Line Items] | |
Amount of claim | $ 273,220 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Feb. 17, 2022 | Feb. 11, 2022 |
Mast Hill Fund L P [Member] | First Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | $ 150,000 | |
Warrant term | 5 years | |
Warrant exercise price per share | $ 1.5 | |
Mast Hill Fund L P [Member] | Second Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | $ 150,000 | |
Warrant term | 5 years | |
Warrant exercise price per share | $ 3 | |
Talos Victory Fund, Llc [Member] | First Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | $ 75,000 | |
Warrant term | 5 years | |
Warrant exercise price per share | $ 1.5 | |
Talos Victory Fund, Llc [Member] | Second Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | $ 75,000 | |
Warrant term | 5 years | |
Warrant exercise price per share | $ 3 |
OTHER INCOME (EXPENSE) AND DI_2
OTHER INCOME (EXPENSE) AND DISCONTINUED AND CONTINUING OPERATIONS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 04, 2022 | Mar. 23, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | |
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Loss from discontinued operations | $ (1,013,600) | $ 0 | ||
Other Income | 262,259 | $ 0 | ||
Loss on currency exchange with discontinuation of business unit | 170,368 | |||
Hammer Fiber Optics Investments, Ltd [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Loss from discontinued operations | 1,013,600 | |||
Hammer Wireless [SL] Ltd [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Loss from discontinued operations | 40,506.8 | |||
1stPoint Communications LLC [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Other Income | 135,037.12 | |||
Customer prepayment | 5.38 | |||
Loss on currency exchange with discontinuation of business unit | 3,771 | |||
Talos Victory Fund, LLC [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Conversion of principal and accrued interest from promissory note | $ 297,364 | |||
Conversion price | $ 0.58 | |||
Conversion price per share at closing | $ 0.355 | |||
Gain on conversion of amount | $ 115,357 | |||
Mast Hill Fund, L.P. [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Gain on conversion of amount | $ 11,467.31 | |||
Interest expense and transactions fees converted | $ 73,897.8 | |||
Conversion price of common stock | $ 0.58 | |||
Conversion price of common stock at closing | $ 0.489 | |||
Financing expenses associated with notes payable | 209,129.91 | |||
Synergy Finance [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Financing expenses associated with notes payable | 18,803.59 | |||
Forward Financing [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Financing expenses associated with notes payable | 27,598.86 | |||
Endstream Communications, LLC [Member] | ||||
Other Income Expense And Discontinued And Continuing Operations [Line Items] | ||||
Loss on currency exchange with discontinuation of business unit | $ 5.52 |
LOANS AND FINANCING AGREEMENTS
LOANS AND FINANCING AGREEMENTS (Narrative) (Details) - Financing Agreement [Member] - USD ($) | 1 Months Ended | |||
Mar. 20, 2023 | Jul. 31, 2023 | Nov. 16, 2022 | Feb. 26, 2021 | |
Greenbox Capital [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loans and financing agreements amount | $ 58,000 | |||
Loans and financing transaction fees | $ 2,320 | |||
Aggregate principal amount | $ 17,234.25 | |||
Forward Financing [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loans and financing agreements amount | $ 141,750 | $ 40,000 | ||
Aggregate principal amount | $ 40,234.21 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 06, 2023 | Aug. 23, 2023 | Jul. 31, 2022 | Jan. 29, 2024 | 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 | Aug. 01, 2023 | |
Subsequent Event [Line Items] | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Mast Hill Fund L P [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock issued | 475,000 | |||||||||||||||
Subsequent Events [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 406,035 | |||||||||||||||
Subsequent Events [Member] | Mast Hill Fund L P [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock issued | 475,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on August 8, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on August 31, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on September 22, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on October 17, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on October 24, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on November 3, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on November 6, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory notes issued on November 6, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on December 1, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on December 4, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 50,000 | $ 17,500 | ||||||||||||||
Subsequent Events [Member] | Promissory note issued on December 13, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||
Subsequent Events [Member] | Promissory note issued on December 28, 2023 [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 25,000 |