Document and Entity Information
Document and Entity Information - $ / shares | Jun. 14, 2019 | Apr. 30, 2019 | Jul. 31, 2018 |
Details | |||
Registrant Name | HAMMER FIBER OPTICS HOLDINGS CORP. | ||
Registrant CIK | 0001539680 | ||
SEC Form | 10-Q | ||
Period End date | Apr. 30, 2019 | ||
Fiscal Year End | --07-31 | ||
Tax Identification Number (TIN) | 98-1032170 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | true | ||
Ex Transition Period | false | ||
Entity File Number | 000-1539680 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 15 Corporate Place South, Suite 100# | ||
Entity Address, City or Town | Piscataway | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08854 | ||
Entity Address, Address Description | Address of principal executive offices | ||
City Area Code | 844 | ||
Local Phone Number | 413-2600 | ||
Phone Fax Number Description | Registrant’s telephone number, including area code | ||
Entity Interactive Data Current | Yes | ||
Common Stock, Shares, Issued | 60,503,341 | 60,503,341 | 60,503,341 |
Entity Listing, Par Value Per Share | $ 0.001 | ||
Entity Common Stock, Shares Outstanding | 48,409,396 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | Q3 | ||
Document Quarterly Report | true | ||
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (April 30, 2019 unaudited) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Assets, Current | ||
Cash and cash equivalents | $ 60,985 | $ 0 |
Accounts Receivable, net | 730,102 | 0 |
Security Deposits | 237,241 | 0 |
Prepaid expenses | 15,446 | 0 |
Assets, Current | 1,043,774 | 0 |
Assets | 6,103,248 | 4,656,140 |
Other Assets | ||
Property, Plant and Equipment, Net | 202,436 | 0 |
Intangible Assets, Current | 3,545,869 | 0 |
Assets from Discontinued Ops | 1,311,169 | 4,656,140 |
Total other assets | 5,059,474 | 4,656,140 |
Liabilities, Current | ||
Accounts payable | 1,110,848 | 0 |
Notes Payable - related party | 0 | 0 |
Loans Payable | 292,432 | 0 |
Rent concessions | 129,061 | 0 |
Deferred revenue | 200,545 | 0 |
Liabilities, Current | 1,732,886 | 0 |
Liabilities from Discontinued Operations | 8,359,926 | 4,169,360 |
Liabilities | 10,092,812 | 4,169,360 |
Stockholders' Equity Attributable to Parent | ||
Common Stock, Value, Issued | 60,503 | 60,503 |
Additional Paid in Capital | 17,631,700 | 14,617,719 |
Retained Earnings (Accumulated Deficit) | (21,681,767) | (14,191,442) |
Stockholders' Equity Attributable to Parent | (3,989,564) | 486,780 |
Liabilities and Equity | $ 6,103,248 | $ 4,656,140 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (April 30, 2019 unaudited) - Parenthetical - $ / shares | Apr. 30, 2019 | Jul. 31, 2018 |
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 | 48,409,396 | 52,946,162 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Details | ||||
REVENUE | $ 1,071,212 | $ 0 | $ 1,948,530 | $ 0 |
OPERATING EXPENSES | ||||
Operations and maintenance | 786,697 | 0 | 1,495,546 | 0 |
General and administrative | 337,625 | 0 | 603,039 | 0 |
Depreciation expense | 14,815 | 0 | 22,595 | 0 |
Total operating expenses | 1,139,137 | 0 | 2,126,180 | 0 |
Operating Income (Loss) | (67,925) | 0 | (177,650) | 0 |
Other expenses | (9,958) | 0 | (22,954) | |
Loss before discontinued operations | (77,883) | 0 | (200,604) | 0 |
Loss from Discontinued Operations | (21,546) | (1,019,505) | (7,289,721) | (3,457,143) |
NET LOSS | $ (99,429) | $ (1,019,505) | $ (7,490,325) | $ (3,457,143) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 48,409,396 | 60,503,341 | 48,409,396 | 52,234,788 |
Loss per common share - basic and diluted | ||||
Continuing operations | $ 0 | $ (0.02) | $ (0.15) | $ (0.07) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Cash flows from operating activities: | ||
Net Income (Loss) except discontinued operations | $ (7,490,325) | $ (3,457,143) |
Loss from discontinued operations | 7,289,721 | 3,457,143 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 22,595 | 0 |
Services received paid with shares of stock | 0 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | (474,247) | 0 |
Prepaid expenses | 483 | 0 |
Accounts payable | 325,371 | 0 |
Deferred revenue | (13,857) | 0 |
Net cash used in operating activities of continuing operations | (340,259) | 0 |
Net cash used in operating activities of discontinued operations | (6,657) | (2,211,484) |
Net cash used in operating activities | (346,916) | (2,211,484) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (72,194) | 0 |
Sale of assets | 550,000 | 0 |
Net cash provided by investing activities of continuing operations | 477,806 | 0 |
Net cash used in investing activities of discontinued operations | 0 | (567,521) |
Net cash provided by (used in) investing activities | 477,806 | (567,521) |
Cash flows from financing activities: | ||
Repayments of loans | (185,811) | 0 |
Investments | 7,926 | 0 |
Net cash used in financing activities of continuing operations | (177,885) | 0 |
Net cash provided by financing activities of discontinued operations | 0 | 2,252,205 |
Net cash provided by financing activities | (177,885) | 2,252,205 |
Net increase (decrease) in cash | (46,995) | (526,800) |
Cash and cash equivalents | 107,980 | 528,380 |
Cash and cash equivalents | 60,985 | 1,580 |
Supplemental Cash Flow Information | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 9,158 | 906 |
Income Taxes Paid, Net | $ 800 | $ 0 |
NOTE 1 - ORGANIZATION AND DESCR
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE A Hammer Employees We currently have 19 full-time employees and 1 part-time employee. |
NOTE 2 - CORPORATE HISTORY AND
NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER | NOTE 2 CORPORATE HISTORY AND BACKGROUND ON MERGER The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Companys principal activity was an exploration stage company engaged in the acquisition of mineral properties then owned by the Company. On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the 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 s Share Exchange Agreement (the Share Exchange Agreement) with Hammer Fiber Optics Investments, Ltd., a Delaware corporation (HFOI), and the controlling stockholders of HFOI (the HFOI Shareholders). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the HFOI Shares) and in exchange, the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the HMMR Shares). As a result of the Share Exchange Agreement, HFOI shall become a wholly owned subsidiary of the Company. On April 13, 2016, the Board of Directors (BOD) approved a Plan of Merger (the Plan of Merger) under Nevada Revised Statuses (NRS) Section 92A.180 to merge (the Merger) with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings Inc. to Hammer Fiber Optics Holdings Corp. The Plan of Merger also provides for a 1 for 1,000 exchange ratio for shareholders of both the Company and the HRO Holdings, which had the effect of a 1 for 1,000 reverse split of the common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to Financial Industry Regulatory Authority (the FINRA) for its review and approval. On May 3, 2016, the FINRA approved the merger with the wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp. (HFO Holdings). Accordingly, thereafter, the Companys name was changed and the shares of common stock began trading under new ticker symbol HMMR as of May 27, 2016. The merger was effected on July 19, 2016. In 2016 Hammer Fiber Optics Investments Ltd deployed its first beta network in Atlantic County, New Jersey. The network used a spectrum license agreement from Straightpath Communications, LLC. On January 17, 2018 Verizon Communications, LLC purchased Straightpath Communications, LLC and on July14 2018, Verizon terminated the spectrum license agreement effective October 31, 2018 despite communications that it would continue to honor the agreement. On October 31, 2018 the Company ceased operations of the network in Atlantic County and subsequently classified the subsidiary as a discontinued operation. On November 1, 2018, the Company acquired Open Data Centers, LLC, 1stPoint Communications, LLC and its subsidiaries. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate data center facilities in Piscataway, New Jersey and Homewood, Alabama. On December 17, 2018, the Company closed the acquisition of Endstream Communications, LLC, a wholesale voice operator in the United States. |
NOTE 3 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE R Basis The April 30 r w v Use The f f Cash Cash Property Property useful Impairment The Indefinite The y measured y The Revenue We adopted ASC 606 on August 1, 2018. Revenue is measured based on a consideration specified in a contract or agreement with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Incidental items that are immaterial in the context of the contract are recognized as expense. Unearned revenues are recorded when cash payments are received or due in advance of the performance of the services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Income The T f f f Fair The T V 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 Consolidation Hammer W Basic The r r y y Recent accounting pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718) (ASU 2018-07). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity-classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Companys financial statements. The Company adopted ASU 2018-07 August 1, 2018. In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Companys financial statements during the period of adoption. |
NOTE 4 - DISCONTINUED OPERATION
NOTE 4 - DISCONTINUED OPERATIONS | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 4 - DISCONTINUED OPERATIONS | NOTE Hammer Fiber Optics Investment Ltd ceased operations in the Atlantic County geographical market on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. The operations of Hammer Fiber Optics Investments, Ltd were classified as a discontinued operation. Reporting of the discontinued operation is in accordance with Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity |
NOTE 5 - COMMITMENTS AND LEASES
NOTE 5 - COMMITMENTS AND LEASES | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 5 - COMMITMENTS AND LEASES | NOTE 5 COMMITMENTS AND LEASES Open Data Centers, LLC is committed to long term operating leases for its facility in Piscataway, New Jersey. There are five more years remaining on the lease with two (2) four (4) year extensions. The future minimum lease payments are provided below: Amount For the year ended July 31, 2019 $ 365,272.44 For the fiscal year ended July 31, 2020 376,230.72 For the fiscal year ended July 31, 2021 387,517.68 For the fiscal year ended July 31, 2022 399,143.16 For the fiscal year ended July 31, 2023 411,117.48 For the fiscal year ended July 31, 2024 423,450.96 1stPoint Communications, LLC is committed to a long term operating lease for its facility in Homewood, Alabama. The lease has been renewed for two (2) more years, effective 1 March 2019. The future minimum lease payments are provided below: Amount For the year ended July 31, 2019 $ 3,120.60 For the fiscal year ended July 31, 2020 25,835.00 For the fiscal year ended July 31, 2021 8,782.20 All operating leases previously reported have been either terminated, or were accelerated by two major telecommunications operators. |
NOTE 6 - GOING CONCERN
NOTE 6 - GOING CONCERN | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 6 - GOING CONCERN | NOTE 6 GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The 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 7 - PROPERTY AND EQUIPMENT
NOTE 7 - PROPERTY AND EQUIPMENT | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 7 - PROPERTY AND EQUIPMENT | NOTE 7 PROPERTY AND EQUIPMENT As of April 30, 2019, property and equipment consisted of the following: Amount Life Computer and telecommunication equipment $ 124,183 3 years Building and structures 78,253 3 years Sub-total 202,436 Total $ 202,436 |
NOTE 8 - INDEFINITE LIVED INTAN
NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS | NOTE T The |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE A P R 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 matured 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 $725,831. 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 July 31, 2018 and 2017. The interest accrued was $219,434 at July 31, 2018 and $69,594 at July 31, 2017, respectively. The $1,000,000 note matured on June 9, 2018 at which time the principal became due in its entirety, in addition to simple interest accrued at 3%. The company is currently in default on this loan. As of October 31, 2018, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet. On January 4, 2019 the Board of Directors approved a one-time transaction to repurchase 13,000,000 shares of restricted Common Stock from substantial related party shareholders (See NOTE 10). |
NOTE 10 - STOCKHOLDERS' EQUITY
NOTE 10 - STOCKHOLDERS' EQUITY | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 10 - STOCKHOLDERS' EQUITY | NOTE 10 STOCKHOLDERS EQUITY Treasury Stock In July 2016, On January 4, 2019 the Company repurchased 13,000,000 shares of restricted Common Stock from substantial related-party shareholders. The shares of common stock were repurchased by the Company at $0.0001 per share. The repurchased shares were added to the Treasury stock of the Company and intend to be used for the purposes of effecting mergers, acquisitions, joint ventures, contractual relations and may be issued to investors under private placement agreements. The Company issued $125,000 of Treasury stock to an employee as shares for services, in settlement of an existing employment agreement. The award date for this stock issued was April 18, 2019 and the Company valued the transaction at the closing price of $0.549 for the stock on that date. As a result of these transactions, the Company has a balance of 48,409,396 treasury shares as of April 30, 2019. |
NOTE 11- ACQUISITIONS
NOTE 11- ACQUISITIONS | 9 Months Ended |
Apr. 30, 2019 | |
Notes | |
NOTE 11- ACQUISITIONS | NOTE 11- ACQUISITIONS On November 1, 2018, the Company acquired Open Data Centers, LLC, 1stPoint Communications, LLC and its subsidiaries. On December 17, 2018, the Company closed the acquisition of Endstream Communications, LLC, a wholesale voice operator in the United States. The purchase price is as follows: · · · shares of the Companys Common Stock from treasury stock The following table shows the preliminary allocation of the purchase price consideration to the acquired identifiable assets and liabilities . The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Total purchase price $ 2,403,571 Cash 84,815 Accounts receivable 336,919 Prepaid expenses 12,679 Fixed assets 137,161 Intangible assets 2,837,536 Other assets 217,363 Liabilities assumed (1,222,902) 2,403,571 |
NOTE 3 - SUMMARY OF SIGNIFICA_2
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of presentation (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Basis of presentation | Basis The April 30 r w v |
NOTE 3 - SUMMARY OF SIGNIFICA_3
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Use of estimates | Use The f f |
NOTE 3 - SUMMARY OF SIGNIFICA_4
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and cash equivalents (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Cash and cash equivalents | Cash Cash |
NOTE 3 - SUMMARY OF SIGNIFICA_5
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Property and equipment | Property Property useful |
NOTE 3 - SUMMARY OF SIGNIFICA_6
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of long-lived assets (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Impairment of long-lived assets | Impairment The |
NOTE 3 - SUMMARY OF SIGNIFICA_7
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-lived intangible assets (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Indefinite-lived intangible assets | Indefinite The y measured y The |
NOTE 3 - SUMMARY OF SIGNIFICA_8
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue recognition (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Revenue recognition | Revenue We adopted ASC 606 on August 1, 2018. Revenue is measured based on a consideration specified in a contract or agreement with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Incidental items that are immaterial in the context of the contract are recognized as expense. Unearned revenues are recorded when cash payments are received or due in advance of the performance of the services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. |
NOTE 3 - SUMMARY OF SIGNIFICA_9
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income taxes (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Income taxes | Income The T f f f |
NOTE 3 - SUMMARY OF SIGNIFIC_10
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair value measurements (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Fair value measurements | Fair The T V 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 |
NOTE 3 - SUMMARY OF SIGNIFIC_11
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation of financial statements (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Consolidation of financial statements | Consolidation Hammer W |
NOTE 3 - SUMMARY OF SIGNIFIC_12
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) per Common Share (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Basic and Diluted Earnings (Loss) per Common Share | Basic The r r y y |
NOTE 3 - SUMMARY OF SIGNIFIC_13
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent accounting pronouncements (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Policies | |
Recent accounting pronouncements | Recent accounting pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718) (ASU 2018-07). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity-classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Companys financial statements. The Company adopted ASU 2018-07 August 1, 2018. In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Companys financial statements during the period of adoption. |
NOTE 5 - COMMITMENTS AND LEAS_2
NOTE 5 - COMMITMENTS AND LEASES: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Open Data Centers, LLC is committed to long term operating leases for its facility in Piscataway, New Jersey. There are five more years remaining on the lease with two (2) four (4) year extensions. The future minimum lease payments are provided below: Amount For the year ended July 31, 2019 $ 365,272.44 For the fiscal year ended July 31, 2020 376,230.72 For the fiscal year ended July 31, 2021 387,517.68 For the fiscal year ended July 31, 2022 399,143.16 For the fiscal year ended July 31, 2023 411,117.48 For the fiscal year ended July 31, 2024 423,450.96 1stPoint Communications, LLC is committed to a long term operating lease for its facility in Homewood, Alabama. The lease has been renewed for two (2) more years, effective 1 March 2019. The future minimum lease payments are provided below: Amount For the year ended July 31, 2019 $ 3,120.60 For the fiscal year ended July 31, 2020 25,835.00 For the fiscal year ended July 31, 2021 8,782.20 |
NOTE 7 - PROPERTY AND EQUIPME_2
NOTE 7 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of Property, Plant and Equipment | Amount Life Computer and telecommunication equipment $ 124,183 3 years Building and structures 78,253 3 years Sub-total 202,436 Total $ 202,436 |
NOTE 11- ACQUISITIONS_ Schedule
NOTE 11- ACQUISITIONS: Schedule of Allocation of Purchase Price, Assets and Liabilities (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of Allocation of Purchase Price, Assets and Liabilities | Total purchase price $ 2,403,571 Cash 84,815 Accounts receivable 336,919 Prepaid expenses 12,679 Fixed assets 137,161 Intangible assets 2,837,536 Other assets 217,363 Liabilities assumed (1,222,902) 2,403,571 |
NOTE 2 - CORPORATE HISTORY AN_2
NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER (Details) | 9 Months Ended |
Apr. 30, 2019 | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Sep. 23, 2010 |
Entity Information, Former Legal or Registered Name | Recursos Montana S.A. |
NOTE 5 - COMMITMENTS AND LEAS_3
NOTE 5 - COMMITMENTS AND LEASES: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Apr. 30, 2019USD ($) |
Open Data Centers, LLC | |
For the year ended July 31, 2019 | $ 365,272.44 |
For the fiscal year ended July 31, 2020 | 376,230.72 |
For the fiscal year ended July 31, 2021 | 387,517.68 |
For the fiscal year ended July 31, 2022 | 399,143.16 |
For the fiscal year ended July 31, 2023 | 411,117.48 |
For the fiscal year ended July 31, 2024 | 423,450.96 |
1stPoint Communications, LLC | |
For the year ended July 31, 2019 | 3,120.60 |
For the fiscal year ended July 31, 2020 | 25,835 |
For the fiscal year ended July 31, 2021 | $ 8,782.20 |
NOTE 7 - PROPERTY AND EQUIPME_3
NOTE 7 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Details) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Property, Plant and Equipment, Gross | $ 202,436 | |
Property, Plant and Equipment, Net | $ 202,436 | $ 0 |
Computer and telecommunication equipment | ||
Life | 3 years | |
Property, Plant and Equipment, Gross | $ 124,183 | |
Building and structures | ||
Life | 3 years | |
Property, Plant and Equipment, Gross | $ 78,253 |
NOTE 8 - INDEFINITE LIVED INT_2
NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS (Details) | Apr. 30, 2019USD ($) |
Details | |
Intangible Assets, Net (Excluding Goodwill) | $ 1,197,882 |
NOTE 9 - RELATED PARTY TRANSA_2
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | ||
Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | |
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 | $ 219,434 | $ 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 | ||
Debt Instrument, Maturity Date | Jun. 9, 2018 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% |
NOTE 10 - STOCKHOLDERS' EQUITY
NOTE 10 - STOCKHOLDERS' EQUITY (Details) | Apr. 30, 2019shares |
Details | |
Treasury Stock, Shares | 48,409,396 |
NOTE 11- ACQUISITIONS_ Schedu_2
NOTE 11- ACQUISITIONS: Schedule of Allocation of Purchase Price, Assets and Liabilities (Details) | 9 Months Ended |
Apr. 30, 2019USD ($) | |
Details | |
Preliminary Allocation - Purchase Price | $ 2,403,571 |
Preliminary Allocation - Cash | 84,815 |
Preliminary Allocation - Accounts receivable | 336,919 |
Preliminary Allocation - Prepaid expenses | 12,679 |
Preliminary Allocation - Fixed assets | 137,161 |
Preliminary Allocation - Intangible assets | 2,837,536 |
Preliminary Allocation - Other assets | 217,363 |
Preliminary Allocation - Liabilities assumed | (1,222,902) |
Preliminary Allocation - Assets and Liabilities | $ 2,403,571 |