Document and Entity Information
Document and Entity Information - $ / shares | Jun. 15, 2018 | Jan. 31, 2018 | Jul. 31, 2017 |
Details | |||
Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP | ||
Registrant CIK | 1,539,680 | ||
SEC Form | 10-Q | ||
Period End date | Jan. 31, 2018 | ||
Fiscal Year End | --07-31 | ||
Trading Symbol | hmmr | ||
Tax Identification Number (TIN) | 981,032,170 | ||
Number of common stock shares outstanding | 52,307,418 | ||
Filer Category | Smaller Reporting Company | ||
Amendment Description | Restatement | ||
Amendment Flag | true | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q2 | ||
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 (January 31, 2018 unaudited and restated) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Assets, Current | ||
Cash and cash equivalents | $ 107,980 | $ 528,380 |
Accounts Receivable | 23,427 | 7,488 |
Other Assets, Current | 31,964 | 44,791 |
Assets, Current | 163,371 | 580,659 |
Property, Plant and Equipment, Net | 4,943,696 | 5,005,016 |
Intangible Assets, Net (Excluding Goodwill) | 18,934 | 18,934 |
Notes receivable, long-term | 235,000 | 235,000 |
Total other assets | 5,197,630 | 5,258,950 |
Assets | 5,361,001 | 5,839,609 |
Liabilities, Current | ||
Accounts Payable, Current | 174,943 | 111,612 |
Long-term Debt and Capital Lease Obligations, Current | 0 | 6,905 |
Current portion of long-term notes payable - related parties | 1,210,000 | 1,210,000 |
Accrued interest | 208,093 | 107,094 |
Liabilities, Current | 1,593,036 | 1,435,611 |
Notes payable - related party | 2,394,567 | 2,394,567 |
Liabilities | 3,987,603 | 3,830,178 |
Stockholders' Equity Attributable to Parent | ||
Common Stock, Value, Issued | $ 60,503 | $ 60,503 |
Treasury Stock | 0 | 0 |
Additional Paid in Capital | $ 13,446,397 | $ 10,625,287 |
Retained Earnings (Accumulated Deficit) | (12,133,502) | (8,676,359) |
Stockholders' Equity Attributable to Parent | 1,373,398 | 2,009,431 |
Liabilities and Equity | $ 5,361,001 | $ 5,839,609 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (January 31, 2018 unaudited and restated) - Parenthetical - $ / shares | Jan. 31, 2018 | 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 | 52,342,928 | 51,960,948 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (unaudited and restated 2018) - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (3,457,143) | $ (2,471,554) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 562,945 | 386,076 |
Treasury stock issued for services | 943,500 | 0 |
Other current assets | 12,827 | 44,516 |
Net cash used in operating activities | (1,789,480) | (2,216,165) |
Accounts receivable | (15,939) | 0 |
Accounts payable | 63,331 | (549,348) |
Deposit - related party | 0 | 210,000 |
Accrued interest | 100,999 | 164,145 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (501,625) | (516,169) |
Proceeds from notes receivable | 0 | 65,000 |
Net cash used in investing activities | (501,625) | (451,169) |
Cash flows from financing activities: | ||
Proceeds from loans payable | 0 | 100,000 |
Repayment of loans payable | (6,905) | (21,136) |
Proceeds from issuance of shares | 1,877,610 | 0 |
Proceeds from subscription of shares held by subsidiary | 0 | 2,253,650 |
Net cash provided by financing activities | 1,870,705 | 2,332,514 |
Net increase (decrease) in cash | (420,400) | (334,820) |
Cash and cash equivalents | 528,380 | 563,754 |
Cash and cash equivalents | 107,980 | 228,934 |
Cash Flow, Noncash Investing and Financing Activities Disclosure | ||
Interest Paid | $ 0 | $ 906 |
NOTE 1 - ORGANIZATION AND DESCR
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE A Hammer W The January 31, 2018 r w v |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Reclassifications Costs incurred during the three and six month periods ended January 31, 2017, and previously recorded as Cost of Sales, have been reclassified as Operations and Maintenance expenses in the comparable periods in 2018. Use of estimates The f f Cash and cash equivalents Cash Property and equipment Property Impairment of long-lived assets The Notes Receivable These Indefinite lived intangible assets The y y The Capitalized software costs Costs Revenue recognition The Revenue is recorded net of discounts provided to customers. Discounts applied during the three and six- month periods ended January 31, 2018 were $6,870 and 13,267, respectively. The r y r Income taxes The T f f f y Fair value measurements The T V The ASC y Level Level Level Consolidation of financial statements Hammer W Basic and Diluted Earnings (Loss) per Common Share The r r y y Recent accounting pronouncements The on |
NOTE 3 - NOTES RECEIVABLE
NOTE 3 - NOTES RECEIVABLE | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 3 - NOTES RECEIVABLE | NOTE 3 NOTES RECEIVABLE During y The Company had entered into a loan agreement during the year ended July 2016 with Zena Capital, LLC for an aggregate amount of $1,000,000. Payments of $250,000 had been made against the loan however the loan was in default as of July 31, 2017. The Company recorded a reserve against the outstanding balance of $750,000 in July 2017. A payment of $115,000 was received during the three months ended January 31, 2018 and was recorded as Other Income. |
NOTE 4 - INDEFINITE LIVED INTAN
NOTE 4 - INDEFINITE LIVED INTANGIBLE ASSETS | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 4 - INDEFINITE LIVED INTANGIBLE ASSETS | NOTE 4 INDEFINITE LIVED INTANGIBLE ASSETS The |
NOTE 5 - RELATED PARTY TRANSACT
NOTE 5 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS On During y T y The y y |
NOTE 6 - STOCKHOLDERS' EQUITY
NOTE 6 - STOCKHOLDERS' EQUITY | 6 Months Ended |
Jan. 31, 2018 | |
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 8,160,413 Treasury Shares as of January 31, 2018. 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 | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 7 - GOING CONCERN | NOTE 7 GOING CONCERN The f The The |
NOTE 8 - RESTATEMENT
NOTE 8 - RESTATEMENT | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 8 - RESTATEMENT | NOTE 8 RESTATEMENT This amended Form 10-Q for the period ended January 31, 2018 addresses an unrecorded Administrative and General Expense for treasury stock issued to third parties for services rendered. The effect of such misstatement for the six months ended, and as of January 31, 2018, 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 $ 12,502,897 $ 13,446,397 $ 943,500 Accumulated Deficit $ 11,190,002 $ 12,133,502 $ (943,500) Condensed Consolidated Statements of Operations General and administrative expenses $ 1,975,357 $ 2,918,857 $ 943,500 Total Operating Expenses $ 2,546,559 $ 3,490,059 943,500 Loss from Operations $ (2,456,584) $ (3,400,084) $ (943,500) Net Loss $ (2,513,643) $ (3,457,143) $ (943,500) Loss per common share - basic and diluted $ 0.05 $ 0.07 $ 0.02 Condensed Consolidated Statement of Cash Flows Net Loss $ (2,513,643) $ (3,457,143) $ (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 | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS Subsequent to January 31, 2018 the Company received cash of $134,000 from the sale of 53,600 Treasury Shares sold to third parties. |
NOTE 2 - SUMMARY OF SIGNIFICA14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of presentation (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Basis of presentation | Basis of presentation The |
NOTE 2 - SUMMARY OF SIGNIFICA15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Reclassifications | Reclassifications Costs incurred during the three and six month periods ended January 31, 2017, and previously recorded as Cost of Sales, have been reclassified as Operations and Maintenance expenses in the comparable periods in 2018. |
NOTE 2 - SUMMARY OF SIGNIFICA16
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Use of estimates | Use of estimates The f f |
NOTE 2 - SUMMARY OF SIGNIFICA17
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and cash equivalents (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Cash and cash equivalents | Cash and cash equivalents Cash |
NOTE 2 - SUMMARY OF SIGNIFICA18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Property and equipment | Property and equipment Property |
NOTE 2 - SUMMARY OF SIGNIFICA19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of long-lived assets (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Impairment of long-lived assets | Impairment of long-lived assets The |
NOTE 2 - SUMMARY OF SIGNIFICA20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Notes receivable (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Notes receivable | Notes Receivable These |
NOTE 2 - SUMMARY OF SIGNIFICA21
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-lived intangible assets (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Indefinite-lived intangible assets | Indefinite lived intangible assets The y y The |
NOTE 2 - SUMMARY OF SIGNIFICA22
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Capitalized software costs (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Capitalized software costs | Capitalized software costs Costs |
NOTE 2 - SUMMARY OF SIGNIFICA23
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue recognition (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Revenue recognition | Revenue recognition The Revenue is recorded net of discounts provided to customers. Discounts applied during the three and six- month periods ended January 31, 2018 were $6,870 and 13,267, respectively. The r y r |
NOTE 2 - SUMMARY OF SIGNIFICA24
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income taxes (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Income taxes | Income taxes The T f f f |
NOTE 2 - SUMMARY OF SIGNIFICA25
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair value measurements (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Fair value measurements | Fair value measurements The T V The ASC y Level Level Level |
NOTE 2 - SUMMARY OF SIGNIFICA26
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation of financial statements (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Consolidation of financial statements | Consolidation of financial statements Hammer W |
NOTE 2 - SUMMARY OF SIGNIFICA27
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) per Common Share (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Basic and Diluted Earnings (Loss) per Common Share | Basic and Diluted Earnings (Loss) per Common Share The r r y y |
NOTE 2 - SUMMARY OF SIGNIFICA28
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent accounting pronouncements (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Recent accounting pronouncements | Recent accounting pronouncements The on |
NOTE 3 - NOTES RECEIVABLE (Deta
NOTE 3 - NOTES RECEIVABLE (Details) - MEK Investments Inc. | 6 Months Ended |
Jan. 31, 2018USD ($) | |
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 ($) | Jan. 31, 2018 | 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 ($) | 6 Months Ended | |
Jan. 31, 2018 | 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 |
Interest Payable | 154,092 | 69,594 |
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 | 6 Months Ended | ||
Jan. 31, 2018 | Jul. 31, 2017 | Jul. 19, 2016 | |
Treasury shares outstanding | 8,160,413 | ||
Common Stock, Shares, Outstanding | 52,342,928 | 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 $3,140,094 |
NOTE 8 - RESTATEMENT (Details)
NOTE 8 - RESTATEMENT (Details) - USD ($) | 6 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jul. 31, 2017 | |
Condensed Consolidated Balance Sheets | |||
Additional Paid in Capital | $ 13,446,397 | $ 10,625,287 | |
Retained Earnings (Accumulated Deficit) | (12,133,502) | $ (8,676,359) | |
Condensed Consolidated Statements of Operations | |||
Net Income (Loss) | (3,457,143) | $ (2,471,554) | |
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (3,457,143) | (2,471,554) | |
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 | 12,502,897 | ||
Retained Earnings (Accumulated Deficit) | 11,190,002 | ||
Condensed Consolidated Statements of Operations | |||
General and administrative | 1,975,357 | ||
Total operating expenses | 2,546,559 | ||
Operating Income (Loss) | $ (2,456,584) | ||
Loss per common share - basic and diluted | $ 0.05 | ||
Net Income (Loss) | $ (2,513,643) | ||
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (2,513,643) | ||
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 | 13,446,397 | ||
Retained Earnings (Accumulated Deficit) | 12,133,502 | ||
Condensed Consolidated Statements of Operations | |||
General and administrative | 2,918,857 | ||
Total operating expenses | 3,490,059 | ||
Operating Income (Loss) | $ (3,400,084) | ||
Loss per common share - basic and diluted | $ 0.07 | ||
Net Income (Loss) | $ (3,457,143) | ||
Condensed Consolidated Statement of Cash Flows | |||
Net Income (Loss) | (3,457,143) | ||
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 | ||
Operating Income (Loss) | $ (943,500) | ||
Loss per common share - basic and diluted | $ 0.02 | ||
Net Income (Loss) | $ (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) | 6 Months Ended |
Jan. 31, 2018 | |
Event 1 | |
Subsequent Event, Description | Company received cash of $134,000 from the sale of 53,600 Treasury Shares |