Document and Entity Information
Document and Entity Information - $ / shares | Dec. 15, 2017 | Oct. 31, 2017 | Jul. 31, 2017 |
Details | |||
Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP | ||
Registrant CIK | 1,539,680 | ||
SEC Form | 10-Q | ||
Period End date | Oct. 31, 2017 | ||
Fiscal Year End | --07-31 | ||
Trading Symbol | hmmr | ||
Tax Identification Number (TIN) | 981,032,170 | ||
Number of common stock shares outstanding | 52,234,829 | ||
Filer Category | Smaller Reporting Company | ||
Amendment Description | Restated | ||
Amendment Flag | true | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q1 | ||
Entity Incorporation, State Country Name | NEVADA | ||
Entity Address, Address Line One | 311 Broadway | ||
Entity Address, City or Town | Point Pleasant Beach | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 8,742 | ||
City Area Code | 844 | ||
Local Phone Number | 413-2600 | ||
Common Stock, Shares, Issued | 60,503,341 | 60,503,341 | 60,503,341 |
Entity Listing, Par Value Per Share | $ 0.001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (October 31, 2017 Unaudited and Restated) - USD ($) | Oct. 31, 2017 | Jul. 31, 2017 |
Assets, Current | ||
Cash and cash equivalents | $ 251,318 | $ 528,380 |
Accounts receivable | 15,053 | 7,488 |
Notes receivable | 235,000 | 235,000 |
Other Assets, Current | 33,174 | 44,791 |
Assets, Current | 534,545 | 815,659 |
Other Assets | ||
Property, Plant and Equipment, Net | 5,115,810 | 5,005,016 |
Intangible Assets, Net (Excluding Goodwill) | 18,934 | 18,934 |
Total Other Assets | 5,134,744 | 5,023,950 |
Assets | 5,669,289 | 5,839,609 |
Liabilities, Current | ||
Accounts Payable, Current | 31,319 | 111,612 |
Long-term Debt and Capital Lease Obligations, Current | 0 | 6,905 |
Current portion of long-term notes payable-related parties | 1,310,500 | 1,210,000 |
Accrued interest | 119,602 | 107,094 |
Liabilities, Current | 1,461,421 | 1,435,611 |
Long-term Liabilities | ||
Notes payable-related party | 2,294,067 | 2,394,567 |
Liabilities | 3,755,488 | 3,830,178 |
Stockholders' Equity Attributable to Parent | ||
Common Stock, Value, Issued | $ 60,503 | $ 60,503 |
Treasury Stock | 0 | 0 |
Additional Paid in Capital | $ 12,967,295 | $ 10,625,287 |
Retained Earnings (Accumulated Deficit) | (11,113,997) | (8,676,359) |
Stockholders' Equity Attributable to Parent | 1,913,801 | 2,009,431 |
Liabilities and Equity | $ 5,669,289 | $ 5,839,609 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (October 31, 2017 Unaudited and Restated) - Parenthetical - $ / shares | Oct. 31, 2017 | Jul. 31, 2017 |
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 60,503,341 | 60,503,341 |
Common Stock, Shares, Outstanding | 52,234,735 | 51,960,948 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited, Restated 2017) - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Details | ||
Revenue, Net | $ 37,293 | $ 0 |
Costs and Expenses | ||
Operations and maintenance | 2,207 | 0 |
General and administrative | 2,109,169 | 837,728 |
Depreciation, Depletion and Amortization, Nonproduction | 279,036 | 134,990 |
Total operating expenses | 2,390,412 | 972,718 |
Operating Income (Loss) | (2,353,119) | (972,718) |
OTHER INCOME (EXPENSE) | ||
Interest Expense | (86,284) | (79,311) |
Interest income | 1,765 | 4 |
Other income | 0 | 2,948 |
Total Other income (Expense) | (84,519) | (76,359) |
NET LOSS | $ (2,437,638) | $ (1,049,077) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 52,180,159 | 51,256,066 |
Loss per common share - basic and diluted | $ (0.05) | $ (0.02) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited and Restated 2017) - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (2,437,638) | $ (1,049,077) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation/amortization expense | 279,036 | 134,990 |
Treasury stock issued for services | 943,500 | 0 |
Decrease in other current assets | 11,617 | 25,357 |
Changes in operating assets and liabilities | ||
Increase in accounts receivable | (7,565) | 0 |
Decrease in accounts payable | (80,293) | (565,699) |
Deposit - related party | 0 | 210,000 |
Accrued interest | 12,507 | 79,311 |
Net cash used in operating activities | (1,278,836) | (1,165,118) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (389,830) | (52,821) |
Net cash used in investing activities | (389,830) | (52,821) |
Cash flows from financing activities: | ||
Proceeds from loans payable - related parties | 0 | 100,000 |
Repayment of loans payable | (6,905) | (7,011) |
Capital contributions | 0 | 662,419 |
Proceeds from sale of shares owned by subsidiary | 1,398,508 | 0 |
Net cash provided by financing activities | 1,391,603 | 755,408 |
Net increase (decrease) in cash | (277,063) | (462,531) |
Cash and cash equivalents | 528,380 | 563,754 |
Cash and cash equivalents | 251,318 | 101,223 |
Cash Flow, Noncash Investing and Financing Activities Disclosure | ||
Interest Paid | $ 75,000 | $ 0 |
NOTE 1 - ORGANIZATION AND DESCR
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Hammer Fiber Optics Holdings Corp. (the Company) is an alternative telecommunications carrier formed to provide high capacity broadband through a wireless access network. Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation. 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. The interim financial statements for the fiscal quarter ending October 31, 2017 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion, all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Form 10-K, for the year ended July 31, 2017, as filed with the Securities and Exchange Commission (the SEC) at www.sec.gov. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 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 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. 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 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. Capitalized software costs Costs incurred during the application development stage for software programs are capitalized. These costs consist primarily of direct costs incurred for professional services provided by third parties and compensation costs of employees which relate to software developed for internal use during the application stage. Costs incurred in the preliminary project stage of development and the post- implementation stage are expensed in the periods when they are incurred. Capitalized software costs are included in property and equipment, net and are being amortized over their estimated useful life of five years. Revenue recognition The Company recognizes revenues and the related costs when a sales or service arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Companys revenues consist primarily of subscription agreements for its broadband internet and voice-over-IP phone services. Residential broadband service delivered to customers over the Companys hybrid fiber and wireless network in Atlantic County, New Jersey is the primary revenue source. Revenues are supplemented by phone and add-on services. Broadband services delivered via fiber optics to enterprise businesses account for the remaining sources of revenue. Services are billed monthly to subscribers on either a one-year or two-year contract for residential customers and three-year contracts for enterprise business customers. Revenue begins accruing as service is delivered at commencement of the customers service contract. Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Fair value measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation. 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 October 31, 2017 and 2016, 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. |
NOTE 3 - NOTES RECEIVABLE
NOTE 3 - NOTES RECEIVABLE | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 3 - NOTES RECEIVABLE | NOTE 3 NOTES RECEIVABLE During the fiscal year ended July 31, 2016, the Company entered into a loan agreement with MEK Investments Inc. for an aggregate amount of $235,000. The loan matures June 30, 2018 at which time the principal is due in its entirety, in addition to simple interest accrued at 3%. |
NOTE 4 - INDEFINITE LIVED INTAN
NOTE 4 - INDEFINITE LIVED INTANGIBLE ASSETS | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 4 - INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 4 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 assets fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized. |
NOTE 5 - RELATED PARTY TRANSACT
NOTE 5 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS On October 9, 2016, the Company entered into a short-term loan agreement with a family member of a member of the Companys Board of Directors. Under the agreement, the lender advanced $100,000 to the Company for the purpose of providing working capital. The loan is for a period of 6 months and shall accumulate interest at an annual rate of 3%. The Company is currently in default on this loan. On September 15, 2016, the Company received $210,000 from a family member of a member of the Board of Directors, also for the purpose of working capital, and has recorded such amount as a deposit in anticipation of executing a loan agreement. As of October 31, 2017, the full $310,000 is due and outstanding. During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a related party for an aggregate amount of $2,400,000 and $1,000,000, respectively. The $2,400,000 note matures on January 4, 2019. The terms consist of ten principal and interest payments due quarterly in the amount of $300,000 for total payments of $3,000,000. The Company is currently in default on this loan. To date, the Company has made payments on this note amounting to $625,831. The payments were applied to interest accrued as of the time of payment as well as to principal. The principal balance was $ 2,294,067 at October 31, 2017 and July 31, 2016 respectively. The $1,000,000 note matures June 9, 2018 at which time the principal is due in its entirety, in addition to simple interest accrued at 3%. The principal balance was $1,000,000 at October 31, 2017 and July 31, 2016 respectively. |
NOTE 6 - STOCKHOLDERS' EQUITY
NOTE 6 - STOCKHOLDERS' EQUITY | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 6 - STOCKHOLDERS' EQUITY | NOTE 6 STOCKHOLDERS EQUITY Treasury Stock In July 2016, certain shareholders of the Company contributed 9,291,670 restricted shares of their common stock to the Companys wholly-owned subsidiary, Hammer Wireless Corporation (Treasury Shares), for the purpose of effecting acquisitions, joint ventures or other business combinations with third parties. Then, Hammer Wireless sold a portion of these restricted shares to third parties and contributed the proceeds to the Company. Since such contribution was an inter-company transaction, any impact on the financial statements is eliminated in the consolidation of these financial statements. During the three months ended October 31, 2017, the Company received cash of $1,398,508 from the sale of 199,787 Treasury Shares sold to third parties. Additionally, on September 18, 2017, the Company issued 74,000 Treasury Shares to third parties for services provided. The Company valued these shares using the closing quoted price of the Companys common stock on the date of issuance ($12.75). This resulted in compensation expense of $943,500. As a result of these transactions, the Company has a balance of 8,268,606 Treasury Shares as of October 31, 2017 Preferred Stock During the year ended July 31, 2016, the Company issued an additional 759,619 Class A shares and 992,481 Class B shares for proceeds of $3,140,094. After the merger effected July 19, 2016, the Company had 60,503,341 common shares outstanding with a par value of $0.001 per share. The Class A share of HFOI have been converted to common stock and as a result the company currently has only one class of stock (common). |
NOTE 7 - GOING CONCERN
NOTE 7 - GOING CONCERN | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 7 - GOING CONCERN | NOTE 7 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. The Companys 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. |
NOTE 8 - RESTATEMENT
NOTE 8 - RESTATEMENT | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 8 - RESTATEMENT | NOTE 8 RESTATEMENT This amended Form 10-Q for the quarterly period ended October 31, 2017 addresses an unrecorded Administrative and General Expense for treasury stock issued to third parties for services rendered. The effect of such misstatement for the three months ended, and as of October 31, 2017, as described in Note 6, on the financial statements presented herein is as follows: As Originally As Effect of Reported Adjusted Change Condensed Consolidated Balance Sheets Additional Paid-in Capital $ 12,023,795 $ 12,967,295 $ 943,500 Accumulated Deficit $ (10,170,497) $ (11,113,997) $ (943,500) Condensed Consolidated Statements of Operations General and administrative expenses $ 1,165,669 $ 2,109,169 $ 943,500 Total Operating Expenses $ 1,446,912 $ 2,390,412 943,500 Net Loss $ (1,494,138) $ (2,437,638) $ (943,500) Loss per common share - basic and diluted $ (0.02) $ (0.05) $ (0.03) Loss from Operations $ (1,409,619) $ (2,353,119) $ (943,500) Condensed Consolidated Statement of Cash Flows Net Loss $ (1,494,138) $ (2,437,638) $ (943,500) Adjustments to reconcile net loss to net cash used in operating activities: Treasury stock issued for services $ - $ 943,500 $ 943,500 |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2017 | |
Notes | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS Subsequent to October 31, 2017 the Company received cash of $276,100 from the sale of 39,443 Treasury Shares sold to third parties. |
NOTE 2 - SUMMARY OF SIGNIFICA15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of presentation (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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). |
NOTE 2 - SUMMARY OF SIGNIFICA16
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA17
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and cash equivalents (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of long-lived assets (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Notes receivable (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA21
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-lived intangible assets (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA22
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Capitalized software costs (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
Capitalized software costs | Capitalized software costs Costs incurred during the application development stage for software programs are capitalized. These costs consist primarily of direct costs incurred for professional services provided by third parties and compensation costs of employees which relate to software developed for internal use during the application stage. Costs incurred in the preliminary project stage of development and the post- implementation stage are expensed in the periods when they are incurred. Capitalized software costs are included in property and equipment, net and are being amortized over their estimated useful life of five years. |
NOTE 2 - SUMMARY OF SIGNIFICA23
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue recognition (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
Revenue recognition | Revenue recognition The Company recognizes revenues and the related costs when a sales or service arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Companys revenues consist primarily of subscription agreements for its broadband internet and voice-over-IP phone services. Residential broadband service delivered to customers over the Companys hybrid fiber and wireless network in Atlantic County, New Jersey is the primary revenue source. Revenues are supplemented by phone and add-on services. Broadband services delivered via fiber optics to enterprise businesses account for the remaining sources of revenue. Services are billed monthly to subscribers on either a one-year or two-year contract for residential customers and three-year contracts for enterprise business customers. Revenue begins accruing as service is delivered at commencement of the customers service contract. |
NOTE 2 - SUMMARY OF SIGNIFICA24
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income taxes (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA25
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair value measurements (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 2 - SUMMARY OF SIGNIFICA26
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation of financial statements (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
Consolidation of financial statements | Consolidation of financial statements Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation. 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. |
NOTE 2 - SUMMARY OF SIGNIFICA27
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) per Common Share (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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 October 31, 2017 and 2016, there were no common stock equivalents outstanding. |
NOTE 2 - SUMMARY OF SIGNIFICA28
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent accounting pronouncements (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Policies | |
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. |
NOTE 3 - NOTES RECEIVABLE (Deta
NOTE 3 - NOTES RECEIVABLE (Details) - MEK Investments Inc. | 3 Months Ended |
Oct. 31, 2017USD ($) | |
Financing Receivable, Gross | $ 235,000 |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Debt Instrument, Interest Rate, Stated Percentage | 3.00% |
NOTE 4 - INDEFINITE LIVED INT30
NOTE 4 - INDEFINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) | Oct. 31, 2017 | Jul. 31, 2017 |
Details | ||
Intangible Assets, Net (Excluding Goodwill) | $ 18,934 | $ 18,934 |
NOTE 5 - RELATED PARTY TRANSA31
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Jul. 31, 2017 | |
Family member of a member of the Company's Board of Directors | ||
Related Party Transaction, Date | Oct. 9, 2016 | |
Related Party Transaction, Description of Transaction | Company entered into a short-term loan agreement with a family member of a member of the Company’s Board of Directors | |
Related Party Transaction, Amounts of Transaction | $ 100,000 | |
Related Party Transaction, Terms and Manner of Settlement | loan is for a period of 6 months | |
Related Party Transaction, Rate | 3.00% | |
Revenue from Related Parties | $ 210,000 | |
Long-term Debt | $ 310,000 | |
Promissory Note with related party | ||
Related Party Transaction, Description of Transaction | Company entered into two promissory notes with a related party | |
Related Party Transaction, Terms and Manner of Settlement | terms consist of ten principal and interest payments due quarterly | |
Long-term Debt | $ 2,294,067 | $ 2,294,067 |
Promissory Note with related party - 1 | ||
Related Party Transaction, Amounts of Transaction | 2,400,000 | |
Promissory Note with related party - 2 | ||
Related Party Transaction, Amounts of Transaction | 1,000,000 | |
Long-term Debt | $ 1,000,000 | $ 1,000,000 |
Debt Instrument, Maturity Date | Jun. 9, 2018 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.00% |
NOTE 6 - STOCKHOLDERS' EQUITY (
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - $ / shares | 3 Months Ended | ||
Oct. 31, 2017 | Jul. 31, 2017 | Jul. 19, 2016 | |
Common Stock, Shares, Outstanding | 52,234,735 | 51,960,948 | 60,503,341 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
In July 2016 | |||
Equity Method Investment, Additional Information | certain shareholders of the Company contributed 9,291,670 restricted shares of their common stock to the Company’s wholly-owned subsidiary, Hammer Wireless Corporation | ||
During the three months ended October 31, 2017 | |||
Equity Method Investment, Additional Information | Company received cash of $1,398,508 from the sale of 199,787 Treasury Shares | ||
During the year ended July 31, 2016 | |||
Equity Method Investment, Additional Information | Company issued an additional 759,619 Class A shares and 992,481 Class B shares for proceeds of $3,140,094 |
NOTE 8 - RESTATEMENT (Details)
NOTE 8 - RESTATEMENT (Details) - USD ($) | 3 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | |
Condensed Consolidated Balance Sheets | |||
Additional Paid in Capital | $ 12,967,295 | $ 10,625,287 | |
Retained Earnings (Accumulated Deficit) | (11,113,997) | $ (8,676,359) | |
Condensed Consolidated Statements of Operations | |||
General and administrative | 2,109,169 | $ 837,728 | |
Total Operating Expenses | 2,390,412 | 972,718 | |
Net Income (Loss) | $ (2,437,638) | $ (1,049,077) | |
Loss per common share - basic and diluted | $ (0.05) | $ (0.02) | |
Loss from Operations | $ (2,353,119) | $ (972,718) | |
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (2,437,638) | (1,049,077) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Treasury stock issued for services | 943,500 | $ 0 | |
Scenario, Previously Reported | |||
Condensed Consolidated Balance Sheets | |||
Additional Paid in Capital | 12,023,795 | ||
Retained Earnings (Accumulated Deficit) | (10,170,497) | ||
Condensed Consolidated Statements of Operations | |||
General and administrative | 1,165,669 | ||
Total Operating Expenses | 1,446,912 | ||
Net Income (Loss) | $ (1,494,138) | ||
Loss per common share - basic and diluted | $ (0.02) | ||
Loss from Operations | $ (1,409,619) | ||
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (1,494,138) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Treasury stock issued for services | 0 | ||
Scenario, Adjustment | |||
Condensed Consolidated Balance Sheets | |||
Additional Paid in Capital | 12,967,295 | ||
Retained Earnings (Accumulated Deficit) | (11,113,997) | ||
Condensed Consolidated Statements of Operations | |||
General and administrative | 2,109,169 | ||
Total Operating Expenses | 2,390,412 | ||
Net Income (Loss) | $ (2,437,638) | ||
Loss per common share - basic and diluted | $ (0.05) | ||
Loss from Operations | $ (2,353,119) | ||
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (2,437,638) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Treasury stock issued for services | 943,500 | ||
Restatement Adjustment | |||
Condensed Consolidated Balance Sheets | |||
Additional Paid in Capital | 943,500 | ||
Retained Earnings (Accumulated Deficit) | (943,500) | ||
Condensed Consolidated Statements of Operations | |||
General and administrative | 943,500 | ||
Total Operating Expenses | 943,500 | ||
Net Income (Loss) | $ (943,500) | ||
Loss per common share - basic and diluted | $ (0.03) | ||
Loss from Operations | $ (943,500) | ||
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (943,500) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Treasury stock issued for services | $ 943,500 |
NOTE 9 - SUBSEQUENT EVENTS (Det
NOTE 9 - SUBSEQUENT EVENTS (Details) | 3 Months Ended |
Oct. 31, 2017 | |
Event 1 | |
Subsequent Event, Description | Company received cash of $276,100 from the sale of 39,443 Treasury Shares |