Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Oct. 31, 2016 | Jan. 31, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2016 | ||
Trading Symbol | hmmr | ||
Amendment Flag | true | ||
Entity Central Index Key | 1,539,680 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Common Stock, Shares Outstanding | 60,503,341 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 0 | ||
Amendment Description | TRUE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Current Assets | ||
Cash | $ 563,754 | $ 1,384,527 |
Other current assets | 82,011 | 0 |
Note receivable, short-term | 815,000 | 0 |
Total current assets | 1,460,765 | 1,384,527 |
Other Assets | ||
Property and equipment, net | 5,122,383 | 1,227,088 |
Intangible assets | 18,934 | 10,550 |
Notes receivable, long-term | 235,000 | 0 |
Total other assets | 5,376,317 | 1,237,638 |
TOTAL ASSETS | 6,837,082 | 2,622,165 |
CURRENT LIABILITIES | ||
Accounts payable | 651,215 | 0 |
Notes payable | 28,040 | 83,000 |
Notes payable - related party | 933,333 | 0 |
Accrued interest | 201,684 | 4,130 |
Total current liabilities | 1,814,272 | 87,130 |
Notes payable.. | 14,022 | 0 |
Notes payable - related party.. | 2,167,167 | 0 |
TOTAL LIABILITIES | 3,995,461 | 87,130 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 250,000,000 shares authorized, 60,503,341 and 10,464,980 shares issued and outstanding, respectively | 60,503 | 10,465 |
Additional paid-in capital | 5,422,284 | 2,988,524 |
Stock subscriptions | 0 | (4,000) |
Accumulated deficit | (2,641,166) | (459,954) |
Total Stockholders' Equity | 2,841,621 | 2,535,035 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,837,082 | $ 2,622,165 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Jul. 31, 2016 | Jul. 31, 2015 |
Parentheticals | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 60,503,341 | 10,464,980 |
Common Stock, shares outstanding | 60,503,341 | 10,464,980 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Revenues {1} | ||
REVENUE | $ 0 | $ 0 |
OPERATING EXPENSES | ||
General and administrative | 1,704,010 | 448,314 |
Depreciation expense | 302,458 | 0 |
Total operating expenses | 2,006,468 | 448,314 |
LOSS FROM OPERATIONS | (2,006,468) | (448,314) |
OTHER INCOME AND EXPENSE | ||
Interest expense | (201,684) | 5,130 |
Interest income | 2,841 | 0 |
Other Income | 17,212 | 0 |
Total other income (expense) | (181,631) | (5,130) |
NET LOSS | $ (2,188,099) | $ (453,444) |
Weighted average number of common shares outstanding - basic and diluted | 59,821,788 | 88,961 |
Loss per common share - basic and diluted | $ (0.04) | $ (5.10) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock (Post-split) Shares | Common Stock (Post-split) Amount | Additional Paid-in Capital | Stock Subscription Receivable | Accumulated Deficit | Total Stockholders' Equity |
Balance, at Jul. 31, 2014 | (6,510) | (6,510) | ||||
Cash received for stock subscription | $ (4,000) | $ (4,000) | ||||
Forgiveness of related party debt | $ 20,000 | 20,000 | ||||
Share issuance costs | $ (50,000) | $ (50,000) | ||||
Common stock issued for cash | 10,464,980 | 10,465 | 3,018,524 | 3,028,989 | ||
Net loss for the period ended July 31, 2015 | $ (453,444) | $ (453,444) | ||||
Balance at Jul. 31, 2015 | 10,464,980 | 10,465 | 2,988,524 | (4,000) | (459,954) | 2,535,035 |
Cash received for subscription receivable | $ 4,000 | $ 4,000 | ||||
Common stock issued for cash | 36,902,820 | 36,903 | 2,299,420 | 2,336,323 | ||
Common stock issued for services | 2,632,200 | 2,632 | 144,843 | 147,475 | ||
Recapitalization | $ 10,503,341 | $ 10,503 | $ (10,503) | $ 6,887 | $ 6,887 | |
Net loss for the period ended July 31, 2016 | $ (2,188,099) | $ (2,188,099) | ||||
Balance at Jul. 31, 2016 | 60,503,341 | 60,503 | 5,422,284 | (2,641,166) | 2,841,621 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (2,188,099) | $ (453,444) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 302,458 | 5,122 |
Increase in Other Current Assets | (82,011) | 0 |
Increase in Accounts Payable | 350,848 | 0 |
Accrued interest | 197,554 | 4,130 |
Services received for Common Stock Issued | 147,475 | 0 |
Net cash used in operating activities | (1,271,775) | (444,192) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (3,834,417) | (54,613) |
Acquisition of Intangible Assets | (8,384) | (10,550) |
Capitalized expenses | 0 | (1,144,522) |
Cash lent in lieu of Note Receivable | (1,050,000) | 0 |
Net cash used in investing activities | (4,892,801) | (1,209,685) |
Cash flows from financing activities: | ||
Proceeds from loans payable | 3,400,500 | 320,000 |
Repayment of loans payable | (397,020) | (267,000) |
Proceeds from issuance of shares | 2,340,323 | 3,024,989 |
Payment of share issuance costs | 0 | (50,000) |
Net cash provided by financing activities | 5,343,803 | 3,027,989 |
Net change in cash | (820,773) | 1,374,112 |
Cash at beginning of period | 1,384,527 | 10,415 |
Cash at end of period | 563,754 | 1,384,527 |
Supplemental disclosures of cash flows information: | ||
Interest paid | 0 | 1,000 |
Taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Forgiveness of related party debt classified as additional paid in capital | 0 | 20,000 |
Purchase of property and equipment with accounts payable | 323,843 | 0 |
Purchase of property and equipment with Notes Payable | 56,082 | 0 |
Common Stock issued for recapitalization | 10,503 | 0 |
Common Stock issued for services received | $ 147,475 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Jul. 31, 2016 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Hammer Fiber Optics Holdings Corp. (formerly Tanaris Power Holdings, Inc.) is an alternative telecommunications carrier that is poised to position itself as the premier provider of high capacity broadband through its wireless access network in the New Jersey [Southern and Central region] and the New Jersey Shore. Our goal is to provide network access to under-served markets along the transatlantic landing corridors that contains the flexibility to deliver cutting edge solutions to data centers, carriers and other various communication providers, aggregators, enterprise and poorly served residential broadband customers. In addition, the Company has a clear expansion plan to strategically partner with existing Wireless Internet Service Providers (WISP) to bring its Hammer Wireless technology to rural markets across the country. |
CORPORATE HISTORY AND BACKGROUN
CORPORATE HISTORY AND BACKGROUND ON MERGER | 12 Months Ended |
Jul. 31, 2016 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS {2} | |
CORPORATE HISTORY AND BACKGROUND ON MERGER | NOTE 2 CORPORATE HISTORY AND BACKGROUND ON MERGER The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Companys principal activity was as an exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company. On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Companys common stock equal to 51% of the issued and outstanding common stock of the Company. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc. On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into 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 shall become a wholly owned subsidiary of the Company. On April 13, 2016, our board of directors approved a Plan of Merger (the Plan of Merger) under Nevada Revised Statutes (NRS) Section 92A.180 to merge (the Merger) with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings, Inc. to Hammer Fiber Optics Holdings Corp. The Plan of Merger also provides for a 1 for 1,000 exchange ratio for shareholders of both the Company and HFO Holdings, which had the effect of a 1 for 1,000 reverse split of our 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 FINRA for its review and approval. On May 3, 2016, the Financial Industry Regulatory Authority (FINRA) approved our merger with our wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp. (HFO Holdings). Accordingly, thereafter the Companys name was changed and our shares of common stock began trading under our new ticker symbol HMMR as of May 27, 2016. The merger was effected on July 19 th |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present the disclosure requirements of Topic 915. 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. Start-up costs In accordance with ASC 720, Start-up Costs, Cash and cash equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over the two- year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. Capitalized software Costs The Company accounts for software development costs which consist of costs to develop software programs to be used to meet the Companys internal needs in accordance with Statement of Position (SOP) No. 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use 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. 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 will 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 did not record any impairments during 2016. 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 did not recognize any impairment charges related to goodwill or indefinite lived intangible assets during 2016. Revenue recognition The Companys revenues consist primarily of subscription agreements for its broadband internet, phone and video services. Services are monthly to subscribers. The company recognizes revenues when cash payment for services is received. Revenue is recognized after service is provided and the customer has accepted the goods. Research and development costs Research and development costs are expensed as incurred. Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions. Fair value measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation. Hammer Wireless Corporation is a wholly-owned subsidiary of Hammer Fiber Optics Holdings Corp. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiary are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Basic and Diluted Earnings (Loss) per Common Share The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of July 31, 2016 and 2015, there were no common stock equivalents outstanding. Recent accounting pronouncements The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jul. 31, 2016 | |
GOING CONCERN: | |
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 not generated any revenue since inception and has sustained an accumulated loss of $2,641,166 for the period from inception to July 31, 2016. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Companys continuation as a going concern is dependent upon, among other things, its ability to increase revenues and its ability to receive 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. Company management plans to address these going concerns by raising additional capital through the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization will be considered through other avenues, such as institutional financing for future projects. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jul. 31, 2016 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 5 PROPERTY AND EQUIPMENT As of July 31, 2015, property and equipment consisted of: Amount Life Computer software $ 20,427 3 years Computer hardware 709,802 5 years Furniture and fixtures 15,478 5 years Capitalized labor costs 536,503 1,282,210 Less accumulated depreciation (5,122) Depreciation expense on software, hardware, $ 1,277,088 As of July 31, 2016, property and equipment consisted of: Amount Life Computer and Telecom equipment $ 3,398,440 5 years Office equipment, furniture, fixtures 82,460 5-6 years Computer software 63,508 3 years Capitalized labor costs 1,880,554 5,424,962 Less accumulated depreciation (302,579) $ 5,122,383 Depreciation expense was $297,457 and $5,130 for the years ended July 31, 2016 and 2015, respectively. |
INDEFINITE LIVED INTANGIBLE ASS
INDEFINITE LIVED INTANGIBLE ASSETS | 12 Months Ended |
Jul. 31, 2016 | |
INDEFINITE LIVED INTANGIBLE ASSETS | |
INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 6 INDEFINITE LIVED INTANGIBLE ASSETS There were no indefinite lived intangible assets recognized in 2015. There were $18,943 of recognized indefinite lived intangible assets. These assets are not amortized and are evaluated yearly for impairment. If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the assets fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jul. 31, 2016 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 7 NOTES PAYABLE During the fiscal year ended July 31, 2015, the Company entered into guaranteed investment agreements with 15 individuals (investors). In connection with the agreements the investors loaned the Company an aggregate of $85,000, and will be issued an aggregate of 154,500 shares of the Companys common stock upon the initial share distribution of the Company. Upon the Company obtaining investment funding of $1,500,000, the Company will repay the invested amounts. The Company has accounted for the shares to be issued as interest expense and has accrued interest on the amounts. The shares to be issued have been valued based on the price per share that the Company is offering its common stock in a private placement at $0.01 per share. As of July 31, 2015 the balance of the loans payable was $83,000. During the period from inception to July 31, 2015, the Company has accrued $1,280 of interest on these agreements. These loans were paid back in fiscal year 2016. The Company entered into two guaranteed loan agreements with a member of its board of directors and a stockholder (Lender) for an aggregate amount of $285,000. On April 24, 2015, the Company repaid the loans, net of a discount of $20,000 in the amount of $265,000. In accordance with ASC 470-50-40-2 the gain on the extinguishment of debt with the related party of $20,000 has been recorded as an equity transaction. Interest accrued on these loans was $2,850 for the year ending July 31, 2015. During the current fiscal year 2016, the Company entered into two promissory note with a related party (Lender) for an aggregate amount of $2,400,000 and $1,000,000 respectively. The $2,400,000 matures on December 31, On January 20, 2016, The Company entered into a financing agreement with a third party whereby the Company acquired equipment in exchange for a note payable, with a maturity date of November 1, 2017. The balance of this note was $42,062 as of July 31, 2016. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Jul. 31, 2016 | |
NOTES RECEIVABLE: | |
NOTES RECEIVABLE | NOTE 8 NOTES RECEIVABLE During fiscal year ended July 31st, 2016 the company entered into a loan agreement with MEK Investments Inc. for an aggregate amount of $235,000. The Company is set to recover the loan amount plus 3% interest through a payback of the loan by or on its maturity date of June 30th, 2018. The Company also entered into an agreement with Zena Capital LLC for the aggregate amount of $1,000,000. ZENA shall repay the loan at a rate of $185,000 per month for 5 months with a final payment of $75,000 in month 6 plus accumulated interest. Zena is currently in default on this agreement. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2016 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 - INCOME TAXES Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect managements best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense. The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2015, to the Companys effective tax rate is as follows: Income tax expense (benefit) provision at statutory rate $ (181,000) Change in valuation allowance 181,000 Income tax (benefit) provision $ - The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2015 are as follows: Net operating loss $ 183,600 Valuation allowance (183,600) Net deferred tax asset $ - The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2016, to the Companys effective tax rate is as follows: Income tax expense (benefit) provision at statutory rate $ (2,188,099) Change in valuation allowance 2,188,099 Income tax (benefit) provision $ - The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2016 are as follows: Net operating loss $ 2,188,099 Valuation allowance (2,188,009) Net deferred tax asset $ - The Company has approximately $2,188,099 of net operating losses (NOL) carried forward to offset taxable income in future years which expires in fiscal 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 periods 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 asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jul. 31, 2016 | |
STOCKHOLDERS' EQUITY: | |
STOCKHOLDERS' EQUITY | NOTE 10 STOCKHOLDERS EQUITY Authorized stock On January 4, 2015, the Company amended its Articles of Incorporation to provide for an additional class of shares, Class A shares and Class B shares. Class A shares carried redemption rights at the sole discretion of the Board of Directors, with no fixed redemption date and no voting rights. Class A shares were redeemable at their face value prior to any declared dividends becoming payable to holders of Class B shares. During the year ended July 31, 2015, the Company issued 2,092,996 Class A shares and 2,092,996 Class B shares for proceeds of $3,028,989. During the year ended July 31, 2016, the Company further issued 759,619 additional Class A shares and 992,481 additional Class B shares, for proceeds of $3,140,094 On April 25, 2016, the Company entered into a Share Exchange Agreement (the Share Exchange Agreement) with Tanaris Power Holdings, Inc., a publicly traded company, with the intent to effect a merger. Prior to a merger with Tanaris Power Holdings, the Company authorized and issued 50,000,000 Class B shares with a par value of $0.00001 per share. Pursuant to the Share Exchange Agreement, Tanaris was to acquire 20,000,000 Class B shares in exchange for 50,000,000 (post-Merger) restricted shares of Tanaris. As a result of the Share Exchange Agreement, the Company would become a wholly owned subsidiary of Tanaris. The Financial Industry Regulatory Authority (FINRA) approved the merger and the Share Exchange Agreement closed on July 19, 2016. The merger was accounted for as a reverse acquisition, with the Company being the surviving entity. Following the merger, the Company now has 60,503,341 common shares outstanding with a par value of $0.001 per share. The Class A shares have been redeemed and converted to Class B common stock and as a result, the company currently has only one class of common stock. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2016 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 11 RELATED PARTY TRANSACTIONS See Note 7 regarding loans received from related parties. Such transactions include a loan received from a member of the Companys board of directors and a stockholder, and the treatment of a gain on extinguishment of $20,000 relating to repayment of the debt which was recorded as a capital transaction. During the year ended July 31, 2015, pursuant to an agreement, the Company paid direct expenses of an entity owned by a family member of the Companys founder and CEO for the use of the entitys office space in the amount $35,070 which are included in general and administrative expenses on the accompanying statement of operations. |
COMMITMENTS AND LEASES
COMMITMENTS AND LEASES | 12 Months Ended |
Jul. 31, 2016 | |
COMMITMENTS AND LEASES | |
COMMITMENTS AND LEASES | NOTE 12 COMMITMENTS AND LEASES The Company is committed under three operating leases for its office and facilities. Each lease is for a two-year period commencing January 1, 2015 at a rate of $1,800 per month, March 1, 2015 at a rate of $1,900 per month and July 1st at $1,600 respectively. The lease commencing January 1st 2015 will end on December 31st 2016 and will not be renewed. The company also rents two roof top locations for its wireless network equipment for $1,975 and $1,637 respectively monthly recurring. Each of these leases are 5-year agreements with additional options up to 15 additional years. The Company is also committed to long term technical agreements governed under service orders with several different major telecommunications operators for access to dark fiber in conjunction with rack space and power at data centers for a total of $77,800 a month recurring. Future Minimum Lease Payments Year End 2016 - $21,349.22 Year End 2017 - $25,349.76 Year End 2018 - $20,849.76 Year End 2019 - $12,162.36 |
CHANGES IN STOCK CLASSES
CHANGES IN STOCK CLASSES | 12 Months Ended |
Jul. 31, 2016 | |
CHANGES IN STOCK CLASSES | |
CHANGES IN STOCK CLASSES | NOTE 13 CHANGES IN STOCK CLASSES Hammer Fiber Optic Investments Ltd (HFOI), the accounting acquirer in the merger between HFOI and Tanaris Power Holdings had prior to the merger amended its Articles of Association to provide for an additional class of shares to incentivize early stage investors in participating in the initial capitalization of the company. An A class share held by prospective investors by way of a Private Placement Memorandum (PPM) in reliance on the Securities Act of 1933 Regulation D which was filed with the SEC as a Notice of Exempt Offering of Securities, was implemented. Class A shares carried redemption rights at the sole discretion of the Board of Directors with no fixed redemption date and no voting rights. Prior to the merger HFOI enacted an Irrevocable Stock Power with its A class shareholders and converted the Class A to the corresponding number of shares of common stock in the newly merged entity Hammer Fiber Optics Holding Corp (HMMR). The converted shares certificates are held in trust by the Company under the original terms and conditions of the agreement between the company and the applicable shareholders. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 31, 2016 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14 SUBSEQUENT EVENTS As of October 10, 2016 the Company entered into a short term loan agreement with a previous investor for $100,000. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Summary of Significant Accounting Policies (Policies) | |
Basis of Presentation | Basis of presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present the disclosure requirements of Topic 915. |
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. |
Start-up costs | Start-up costs In accordance with ASC 720, Start-up Costs, |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. |
Property and equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over the two- year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. |
Capitalized software costs | Capitalized software Costs The Company accounts for software development costs which consist of costs to develop software programs to be used to meet the Companys internal needs in accordance with Statement of Position (SOP) No. 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use |
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. |
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 will 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 did not record any impairments during 2016. 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 did not recognize any impairment charges related to goodwill or indefinite lived intangible assets during 2016. |
Revenue recognition | Revenue recognition The Companys revenues consist primarily of subscription agreements for its broadband internet, phone and video services. Services are monthly to subscribers. The company recognizes revenues when cash payment for services is received. Revenue is recognized after service is provided and the customer has accepted the goods. |
Research and development costs | Research and development costs Research and development costs are expensed as incurred. |
Income Taxes | Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
Fair value measurements | Fair value measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. |
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 Wireless Corporation is a wholly-owned subsidiary of Hammer Fiber Optics Holdings Corp. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiary are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. |
Basic and Diluted Earnings (Loss) per Common Share | Basic and Diluted Earnings (Loss) per Common Share The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of July 31, 2016 and 2015, there were no common stock equivalents outstanding. |
Recent Accounting Pronouncements | Recent accounting pronouncements The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Property, Plant, and Equipment (Tables): | |
Property, Plant and Equipment | As of July 31, 2015, property and equipment consisted of: Amount Life Computer software $ 20,427 3 years Computer hardware 709,802 5 years Furniture and fixtures 15,478 5 years Capitalized labor costs 536,503 1,282,210 Less accumulated depreciation (5,122) Depreciation expense on software, hardware, $ 1,277,088 As of July 31, 2016, property and equipment consisted of: Amount Life Computer and Telecom equipment $ 3,398,440 5 years Office equipment, furniture, fixtures 82,460 5-6 years Computer software 63,508 3 years Capitalized labor costs 1,880,554 5,424,962 Less accumulated depreciation (302,579) $ 5,122,383 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
INCOME TAXES (Tables): | |
Summary of Income Tax | The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2015, to the Companys effective tax rate is as follows: Income tax expense (benefit) provision at statutory rate $ (181,000) Change in valuation allowance 181,000 Income tax (benefit) provision $ - The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2015 are as follows: Net operating loss $ 183,600 Valuation allowance (183,600) Net deferred tax asset $ - The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2016, to the Companys effective tax rate is as follows: Income tax expense (benefit) provision at statutory rate $ (2,188,099) Change in valuation allowance 2,188,099 Income tax (benefit) provision $ - The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2016 are as follows: Net operating loss $ 2,188,099 Valuation allowance (2,188,009) Net deferred tax asset $ - |
CORPORATE HISTORY AND BACKGRO24
CORPORATE HISTORY AND BACKGROUND ON MERGER (Details) - shares | Apr. 25, 2016 | Apr. 13, 2016 | Feb. 02, 2015 |
CORPORATE HISTORY AND BACKGROUND ON MERGER DETAILS | |||
Company acquired Tanaris Power Holdings, Inc. issued and outstanding common stock | 100.00% | ||
Company's common stock equal to issued and outstanding common stock in exchange for shares | 51.00% | ||
Company acquired shares of common stock of HFOI from HFOI shareholders | 20,000,000 | ||
Company issued HFOI Shareholders restricted shares of its common stock | 50,000,000 | ||
Reverse split of 1 share of common stock for | 1,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) | 12 Months Ended |
Jul. 31, 2016USD ($) | |
GOING CONCERN DETAILS | |
Sustained a loss | $ 2,641,166 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
PROPERTY AND EQUIPMENT DETAILS | ||
Computer software Life 3 years | $ 63,508 | $ 20,427 |
Computer hardware Life 5 years | 709,802 | |
Furniture and fixtures Life 5 years | 15,478 | |
Capitalized labor costs | 1,880,554 | 536,503 |
Property and equipment gross | 5,424,962 | 1,282,210 |
Less accumulated depreciation | (302,579) | (5,122) |
Depreciation expense on software, hardware, | 5,122,383 | 1,277,088 |
Computer and Telecom equipment Life 5 years | 3,398,440 | |
Office equipment, furniture, fixtures Life 5 to 6 years | 82,460 | |
Depreciation expense | $ 297,457 | $ 5,130 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | Jul. 31, 2016USD ($) |
INTANGIBLE ASSETS DETAILS | |
Indefinite lived intangible assets | $ 18,943 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
NOTES PAYABLE DETAILS | ||
Investors loaned | $ 85,000 | |
Issued an aggregate shares of common stock | 154,500 | |
Investment funding | $ 1,500,000 | |
Company is offering its common stock in a private placement per share | $ 0.01 | |
Balance of loans payable | $ 83,000 | |
Company has accrued interest on these agreements | 1,280 | |
Loan agreements with a member of board of directors and a stockholder | 285,000 | |
Net of a discount | 20,000 | |
Repaid the loans in amount | 265,000 | |
Gain on the extinguishment of debt with the related party | 20,000 | |
Interest accrued on these loans | $ 2,850 | |
Company entered into promissory note 1 with a related party | $ 2,400,000 | |
Company entered into promissory note 2 with a related party | 1,000,000 | |
Principal and interest payments made quarterly in the amount | 300,000 | |
Loan a payback | 3,000,000 | |
Company had a balance | $ 2,700,000 | |
Company will pay principal plus interest in percentage | 3.00% | |
Balance of this note | $ 42,062 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) | 12 Months Ended |
Jul. 31, 2015USD ($) | |
NOTES RECEIVABLE DETAILS | |
Company entered into a loan agreement with MEK Investments Inc amount | $ 235,000 |
Loan amount plus interest | 3.00% |
Company entered into a loan agreement with Zena Capital LLC amount | $ 1,000,000 |
Repay the loan at a rate per month for 5 months | 185,000 |
Final payment in 6 month plus accumulated interest | $ 75,000 |
Reconciliation of income tax be
Reconciliation of income tax benefit (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Reconciliation of income tax benefit Details | ||
Income tax expense (benefit) provision at statutory rate | $ (2,188,099) | $ (181,000) |
Change in valuation allowance | 2,188,099 | 181,000 |
Income tax (benefit) provision | $ 0 | $ 0 |
Reconciliation of income tax benefit at the U.S. statutory rate | 35.00% | 35.00% |
Company's net deferred tax asse
Company's net deferred tax assets (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Company's net deferred tax assets Details | ||
Net operating loss | $ (2,188,099) | $ 183,600 |
Valuation allowance | 2,188,099 | (183,600) |
Net deferred tax asset | 0 | $ 0 |
Net operating losses ("NOL") carried forward to offset taxable income | $ 2,188,099 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
CAPITAL STOCK Details | ||
Authorized and issued common shares | 50,000,000 | |
Authorized and issued common shares with a par value of per share | $ 0.00001 | |
Company issued Class A shares | 2,092,996 | |
Company issued Class B shares | 2,092,996 | |
Company issued Class B shares for proceeds | 3,028,989 | |
Proceeds had not been received | $ 4,000 | |
Company issued an additional Class A shares | 759,619 | |
Company issued an additional Class B shares | 992,481 | |
Company issued an additional Class B shares for proceeds | 3,140,094 | |
Tanaris was to acquire Class B shares in exchange for 50,000,000 (post-Merger) restricted shares of Tanaris | 20,000,000 | |
Company now has common shares outstanding | 60,503,341 | |
Company now has common shares outstanding with a par value of per share | $ 0.001 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended |
Jul. 31, 2015USD ($) | |
Related Party Transactions Details | |
Amount of direct expenses paid; included in general and administrative expense | $ 35,070 |
COMMITMENTS AND LEASES (Details
COMMITMENTS AND LEASES (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 02, 2015 | Mar. 01, 2015 | Jan. 01, 2015 |
COMMITMENTS AND LEASES Details | |||||
Each lease is for a two-year period commencing at a rate per month | $ 1,600 | $ 1,900 | $ 1,800 | ||
Wireless network equipment | $ 1,975 | $ 1,637 | |||
Power at data centers for a total month recurring | $ 77,800 |
Future Minimum Lease Payments (
Future Minimum Lease Payments (Details) | Jul. 31, 2016 |
Future Minimum Lease Payments Details | |
Future Minimum Lease Payments 2016 | 21,349.22 |
Future Minimum Lease Payments 2017 | 25,349.76 |
Future Minimum Lease Payments 2018 | 20,849.76 |
Future Minimum Lease Payments 2019 | 12,162.36 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Oct. 10, 2016USD ($) |
SUBSEQUENT EVENTS Details | |
Company entered into a short term loan agreement with a previous investor | $ 100,000 |