10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2023

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from:

Commission File Number 000-1539680

HAMMER FIBER OPTICS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada	98-1032170
(State of incorporation)	(I.R.S. Employer Identification No.)

6151 Lake Osprey Drive, Sarasota, FL 34240

(Address of principal executive offices)

941-306-3019

(Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Class	Trading Symbol	Name of Each Exchange
Series B Common Stock	HMMR	OTC PK

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [  ] (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[  ]	Non-Accelerated Filer	[X]
Accelerated Filer	[  ]	Smaller Reporting Company	[X]
Emerging Growth Company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ].

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ] No [X]

As of October, 31, 2023, there were 62,680,947 shares of the registrant's $0.001 par value common stock issued and 60,927,612 shares outstanding.

HAMMER FIBER OPTICS HOLDINGS CORP.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	25
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 1A.	RISK FACTORS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4.	OTHER INFORMATION	26
ITEM 5.	EXHIBITS	27

 

2

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Hammer Fiber Optics Holdings Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," "HMMR," or Hammer Fiber Optics Holdings Corp.

3

Hammer Fiber Optics Holdings Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

				October 31,			July 31,
				2023			2023
				(unaudited)
ASSETS
Current Assets
	Cash and cash equivalents		$	85,692		$	66,688
	Accounts receivable			253,097			238,820
	Security Deposits			7,316			7,316
	Prepaid expenses			15,020			18,675
		Total current assets		361,125			331,499
Property and equipment, net				83,611			89,712
Intangible and other assets				7,411,216			7,406,827
Total assets			$	7,855,952		$	7,828,038
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable and accrued expenses		$	1,319,390		$	1,205,995
	Loans payable			1,538,981			1,443,294
	Warrant liabilities			123,750			195,750
	Unissued Stock			-			105,925
	Deferred Revenue			153,590			172,900
	Current liabilities from discontinued operations			545,994			545,994
		Total current liabilities		3,681,705			3,669,858
Total Liabilities			$	3,681,705		$	3,669,858
Stockholders' Equity
	Common stock, $0.001 par value, 250,000,000 shares authorized 62,680,947 and 62,205,947 shares issued; 62,078,537 and 60,452,612 shares outstanding at October 31, 2023 and July 31, 2023, respectively		$	62,681		$	62,206
	Additional paid-in capital			27,913,890			27,808,440
	Accumulated deficit			(23,802,324	)		(23,712,466	)
Total Stockholder's Equity				4,174,247			4,158,180
Total Liabilities and Stockholders' Equity			$	7,855,952		$	7,828,038

 

See accompanying notes to condensed consolidated financial statements.

4

Hammer Fiber Optics Holdings Corp

Condensed Consolidated Statements of Operations

(Unaudited)

			For the Quarter Ended
			October 31,
			2023			2022
						(as restated)
Revenues		$	909,952		$	799,460
Cost of sales			648,876			592,329
Selling, general and administrative expenses			363,628			372,101
Depreciation expense			14,972			15,924
	Total operating expenses		1,027,431			980,354
Operating loss			(117,479	)		(180,894	)
Other expenses
	Other Income		3,015			-
	Interest expense		(19,857	)		(518	)
	Financing expense		(14,435	)		(67,289	)
	Warrant adjustment to fair value		72,000			49,892
	Gain on extinguishment of convertible debt		-			115,357
	Other expenses		(13,102	)		(1,220	)
	Total other expenses		27,621			96,222
Net loss		$	(89,858	)	$	(84,672	)
Weighted average number of common shares outstanding - basic and diluted			62,553,508			61,713,953
Loss per share - basic and diluted		$	(0.00	)	$	(0.00	)

 

See accompanying notes to condensed consolidated financial statements.

5

Hammer Fiber Optics Holdings Corp

Condensed Consolidated Statement of Stockholders' Equity

(Unaudited)

								Additional					Total
	Common Stock			Treasury Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount	Shares		Amount		Capital		Deficit			Equity
Balance, July 31, 2022	61,565,841	$	61,566	1,753,335	$	-	$	27,564,129	$	(21,792,224	)	$	5,833,471
Conversion shares issued	512,696		-	-		-		297,364		-			297,364
Net loss for the quarter	-		-	-		-		-		(84,672	)		(84,672	)
Balance, October 31, 2022	62,078,537	$	61,566	1,753,335	$	-	$	27,861,493	$	(21,876,896	)	$	6,046,163
Balance, July 31, 2023	62,205,947		62,206	1,753,335		-		27,808,440		(23,712,466	)		4,158,180
Commitment Shares Issued	475,000		475	-		-		105,450		-			105,925
Net loss for the quarter	-		-	-		-		-		(89,858	)		(89,858	)
Balance, October 31, 2023	62,680,947	$	62,681	1,753,335	$	-	$	27,913,890	$	(23,802,324	)	$	4,174,247

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Hammer Fiber Optics Holdings Corp

Condensed Consolidated Statements of Cash Flows

(Unaudited)

				For the Quarter Ended
				October 31,
				2023			2022
							(as restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(89,858	)	$	(84,672	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation expense		14,927			15,924
		Warrant adjustment to fair value		(72,000	)		(49,892	)
		Gain on extinguishment of convertible debt		-			(115,357	)
		Noncash interest expense		-			57,051
	Changes in operating assets and liabilities:
		Accounts receivable		(14,277	)		(27,491	)
		Prepaid expenses		3,655			(5,338	)
		Accounts Payable		109,006			140,376
		Deferred revenue		(19,310	)		10,882
	Net cash used in operating activities		$	(67,857	)	$	(58,517	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment			(8,826	)		(5,061	)
	Net cash provided by (used in) investing activities		$	(8,826	)	$	(5,061	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayment of loans			(47,847	)		(131,366	)
	Proceeds from loans			143,535			-
	Net cash provided by (used in) financing activities		$	95,688		$	(131,366	)
Net increase (decrease) in cash				19,005			(194,944	)
Cash, beginning of period				66,688			482,910
Cash, end of period			$	85,693		$	287,966
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
	Cash paid for interest		$	19,857		$	518
	Cash paid for taxes		$	35		$	1,220
	Commitment shares issued		$	105,925		$	-

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Fiber Optics Holdings Corp (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure.

Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions.

Hammer's "Everything Wireless" go to market strategy for its telecommunications business includes the development of high speed fixed wireless service for residential, small business and enterprise clients using its wireless fiber platform, Hammer Wireless AIR®, mobility networks including 4G/LTE, Over-the-Top services such as voice, SMS and collaboration services and hosting services.

NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER

The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company's principal activity was an exploration stage company engaged in the acquisition of mineral properties then owned by the Company.

On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Company's common stock equal to 51% of the issued and outstanding common stock of the Company. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.

On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into 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 Company's name was changed and the shares of common stock began trading under new ticker symbol "HMMR" as of May 27, 2016. The merger was effected on July 19, 2016.

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 September 4, 2018, the Company approved the creation of Hammer Wireless (SL) Limited, a special purpose vehicle to deliver business Internet services in Sierra Leone.

8

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER (CONTINUED)

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.

On January 29, 2019 our board of directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity. The acquisition of American Network, Inc closed on September 1, 2019.

As of April 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.

As of December 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective December 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.

On October 19, 2021 our board of directors approved a name change from Hammer Fiber Optics Holdings Corp to Hammer Technology Holdings Corp.

On October 25, 2021 our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent (100%) of its stock. TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements. The acquisition of TFS closed on January 3, 2022. TFS has been renamed HammerPay [USA] Ltd.

On July 31, 2023 our board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the company's data communications service in Sierra Leone. The operations were discontinued in March 2020 and all assets have been written down.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed 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"). The interim financial statements for the three months ending October 31, 2023 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, 2023, as filed with the Securities and Exchange Commission ("the SEC") at www.sec.gov.

9

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 recorded 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 their respective lease terms. 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 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 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 any related impairment losses.

Indefinite lived intangible assets

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses. The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses.

Revenue recognition

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.

10

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair value measurements

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.

Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. Financial assets and liabilities (including warrants) approximate fair value.

All financial assets and liabilities are approximate their fair value. Warrants are valued at Level 3.

11

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements

			Fair Value Measurements at October 31, 2023 using:
		October 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	123,750		-	-	123,750

 

			Fair Value Measurements at July 31, 2023 using:
		July 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	195,750		-	-	195,750

The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of October 31 and July 31, 2023:

		October 31, 2023			July 31, 2023
Beginning Balance	$	195,750		$	213,750
Change in fair value of derivative liabilities		(72,000	)		(35,862	)
Ending Balance	$	123,750		$	195,750

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, 1stPoint Communications, LLC and its subsidiaries, (which includes Shelcomm, Inc), Endstream Communications, LLC, American Network Inc. and HammerPay [USA], Ltd. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. It's subsidiaries Hammer Fiber Optics Investments, Ltd., Hammer Wireless - SL, Ltd and its former subsidiary Open Data Centers, LLC are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020.

Basic and Diluted Earnings (Loss) Per 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.

12

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table sets forth the number of potential shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive:

	October 31, 2023		October 31, 2022
Warrants		450,000	450,000
Convertible Promissory Notes		1,055,172	948,276
Total		1,505,172	1,398,276

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the condensed consolidated financial statements.

NOTE 4 - GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means.

13

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the Company's filing of its Annual Report on Form 10-K for the three months October 31, 2022, with the Securities and Exchange Commission on February 9, 2023, the Company performed an evaluation of its accounting in connection with warrants issued in conjunction with the February 11, 2022 Mast Hill Fund, L.P. and February 17, 2022 Talos Victory Fund, L.P. convertible notes. Management determined that the Original Form 10-K does not give effect to $97,196 in expense and the issuance of warrant (the "Warrants") to purchase shares at a price between $1.50 and $3.00 per share of the common stock outstanding. Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below. Upon review of the Company's previously filed 10-Q, the following errors were discovered and recorded:

1. Certain intellectual property (platform software) for the HammerPay subsidiary has been reclassified as an intangible asset.

2. Financing expense associated with the two convertible notes has been accrued and amortized instead of expensed in accordance with ASC 470-20-25.

3. Warrants issued in conjunction with two convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03.

4. The Statement of Operations and Statement of Cash Flows have been adjusted to reflect the change in warrant financing expenses, expenses associated with the convertible notes, and income associated with conversion of the convertible notes. Adjustments to the fair value of the warrants have also been reflected as other income.

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported condensed consolidated statement of operations for the three months ended October 31, 2022:

		October 31,							October 31,
		2022		Adjustments					2022
		(As Filed)							(As Restated)
Revenues	$	799,699		$	(239	)	(1)	$	799,460
Costs and expenses:
Cost of sales		592,329			-				592,329
Selling, general and administrative expenses		333,619			38,482		(1)		372,101
Depreciation expense		15,924			-				15,924
Total operating expenses		941,872			-				980,354
Operating loss		(142,173	)		-				(180,894	)
Other income (expense)
Other Income
Interest expense		12,234			(12,752	)	(1)		(518	)
Financing expenses		-			(67,289	)	(1)		(67,289	)
Warrant adjustment to fair value		-			49,892		(1)		49,892
Gain on extinguishment of convertible debt		-			115,357		(2)		115,357
Other expenses		(13,208	)		11,988		(1)		(1,220	)
Total other expenses		(974	)		-				96,222	)
Net income (loss)	$	(143,147	)					$	(84,672	)
Weighted average number of common shares outstanding - basic and diluted		61,713,953							61,713,953
Loss per share- basic and diluted	$	(0.00	)					$	(0.00	)

14

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flows for three months ended October 31, 2022:

		October 31,								October 31,
		2022			Adjustments					2022
		(As Filed)								(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(143,147	)	$	58,475				$	(84,672	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		14,924			1,000		(1	)		15,924
Warrant adjustment to fair value					(49,892	)	(1,2	)		(49,892	)
Gain on extinguishment of convertible debt		-			(115,357	)	(1,2	)		(115,357	)
Noncash interest expense		-			57,051		(1	)		57,051
Changes in operating assets and liabilities:
Accounts receivable		(102,577	)		75,086		(1	)		(27,491	)
Prepaid expenses		(5,422	)		84		(1	)		(5,338	)
Accounts payable		122,965			17,411		(1	)		140,376
Deferred revenue		(2,359	)		13,241		(1	)		10,882
Net cash provided by (used in) operating activities		(115,616	)							(58,517	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(49,186	)		44,125		(1	)		(5,061	)
Net cash provided by (used in) investing activities		(49,186	)							(5,061	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loans		(42,755	)		(88,611	)	(1	)		(131,366	)
Net cash provided by (used in) financing activities		(42,755	)							(131,366	)
Net increase (decrease) in cash		(207,557	)							(194,944	)
Cash, beginning of period		482,910								482,910
Cash, end of period	$	275,353							$	287,966
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	-			518				$	518
Cash paid for taxes	$	1,220			-				$	1,220

The specific explanations for the items noted above in the restated financial statements are as follows:

(1) During February 2022, the Company entered into two convertible notes that included warrants exercisable for five years. Management determined that the original consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows amounts did not give effect to the issuance of warrants to purchase shares at a price between $1.50 and $3.00 per share of the common stock outstanding. The Company recorded an additional expense of $97,196 in relation to the Warrant.

• Financing expense associated with these convertible notes have been accrued and amortized instead of expensed in accordance with ASC 470-20-25.

• The warrants issued in conjunction with the aforementioned February 2022 convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03.

(2) Management evaluated the deferred revenue of the 1stPoint Communications, LLC business unit and determined that certain revenues had not been reflected in prior periods due to changes in the underlying systems relating to its web hosting business.

As a result, Management adjusted the deferred revenue from prior periods as Other Income. Adjustments to the current period were considered revenues in the period. Management evaluated revenue from Endstream Communications and recognized a customer prepayment of $5.38. These are not expected to recur. On October 4, 2022 Talos Fund exercised its right to convert the principal and accrued interest from its promissory note in the amount of $297,364 at $0.58 per share of the Company's common stock. The conversion price was above the market price at closing of $0.355 per share. Therefore, the Company recognized a gain of $115,357 on conversion.

15

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 6 - DISCONTINUED OPERATIONS

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.

Due to customer losses associated with the novel coronavirus and the loss of clients due to other causes, Open Data Centers, LLC will cease its operations. As of May 1, 2020 the operations of Open Data Centers, LLC 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. Open Data Centers, LLC was dissolved on December 30, 2020. The following summarizes the assets and liabilities of the discontinue operations:

		October 31, 2023			July 31, 2023
Assets
Current Assets
Cash	$	-		$	-
Accounts receivable		-			-
Other current assets		-			-
Total current assets		-			-
Other Assets
Property and equipment- net		-			-
Intangible assets		-			-
Total other assets		-			-
Total Assets	$	-		$	-
Liabilities and Net Assets
Current Liabilities
Accounts payable	$	545,994		$	545,994
Notes payable- related parties		-			-
Current portion of long-term notes payable - related parties		-			-
Accrued interest		-			-
Rent Concessions		-			-
Total current liabilities		545,994			545,994
Net assets (liabilities)	$	(545,994	)	$	(595,994	)

There was no net income or loss during the period.

NOTE 7 - PROPERTY AND EQUIPMENT

As of October 31, 2023 and July 31, 2023, property and equipment consisted of the following:

		October 31,			July 31,
		2023			2023		Life
Computer and Telecom equipment	$	1,282,856		$	1,274,030		5 years
Less: Accumulated depreciation		(1,199,245	)		(1,184,318	)
Total	$	83,611		$	89,712

NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

The Company has $7,411,216 of recognized indefinite lived intangible assets, which consist of customer contract assets from acquisitions and goodwill. These assets are not amortized and are evaluated routinely for potential impairment. If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the asset's fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized.

16

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 9 - RELATED PARTY TRANSACTIONS

During the fiscal year ending on July 31, 2020, the Company entered into convertible notes with the Chief Executive Officer and a relation of the Chief Executive Officer on April 20^th and May 5^th 2020 in the amounts of $36,300, and $12,000 respectively. The $12,000 note was paid on May 12^th, 2020. The Company entered into a convertible note with a related party on August 22, 2019 in the amount of $12,000. $4,500 has been repaid. The Company entered into a convertible note with two related parties (who were former partners in 1stPoint Communications, LLC) on August 24, 2019 in the amount of $12,000 and $6,000 respectively. Any interest may be accrued as either cash or stock at the option of the Company. During the current fiscal year ending July 31, 2020, the Company entered into Stock Purchase Agreements from a related party in the amount of $10,000 on August 15, 2020, $25,000 on March 17, 2020, and $40,000 on March 26, 2020. On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a non-executive director. The note bears interest at a rate of 6%, payable at the end of the term, but has been waived by the lending party. On November 23, 2020, and on January 19, 2021 the Company entered into promissory notes for the sums of $10,000 and $75,000 with a non executive director. These notes bear interest at a rate of 6%, payable at the end of the term and may be convertible into common stock at the Company's option. Interest has been waived by the lender.

On February 26, 2021, March 9, 2021 and March 15, 2021 the Company entered into promissory notes for the sums of $25,000, $100,000 and $25,000 respectively, with a non-executive director. These notes are bear interest at a rate of 6% payable at the end of the term unless forgiven by the note holder and may be converted into common stock at the Company’s option. The interest has been waived by the lender.

On January 15, 2022 the Company entered into a promissory note for the sum of $25,000 with a non-executive director. These notes bear interest at a rate of 6%, annually, to be expensed at the end of the note upon conversion by the holder, may be waived or otherwise forgiven by the note holder and may be convertible into common stock at the Company's option, and on December 28, 2021, January 12, 2022 and January 21, 2022 1stPoint Communications, LLC entered into three notes in the amounts of $10,200, $7,600 and $4,000 with a relation of the Chief Executive Officer of 1stPoint Communications, under the same terms as the note on January 15, 2022. Interest has been waived by the lender on all notes.

On February 28, 2022 and March 7, 2022 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 22, 2022 and July 28, 2022 the Company entered into a promissory note totaling $27,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On November 14, 2022 the Company entered into a promissory note totaling $26,500 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On March 29, 2023 the Company entered into a promissory note totaling $9,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On May 5, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On May 23, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 7, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 13, 2023 the Company entered into a promissory note totaling $16,500 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On July 6, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. 

The dates of the notes were August 8, 2023, August 11, 2023, August 31, 2023, September 22, 2023, October 17, 2023, October 24, 2023, November 3, 2023, November 6, 2023, December 1, 2023, December 4, 2023, December 13, 2023 and December 28 2023 and January 29, 2024. The notes on August 8, August 31, September 22, October 17, October 24, November 3, November 6, December 1 and December 28 2023 have a principal of $25,000. The November 6, 2023 note has a principal of $100,000. The note on December 13, 2023 has a principal of $20,000 and the note on December 4, 2023 has a principal of $17,500.

As of October 31, 2023, all of the related party payables are reported as current liabilities in the Condensed Consolidated Balance Sheet and all interest has been forgiven by the holders of all promissory notes from all related parties.

17

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 10 - CONVERTIBLE DEBT

As of October 31, 2023, the Company has convertible notes with related parties in the amounts of $24,253, $161,300, $12,000, $6,000, $7,500, $36,600 and $616,035 that convert into Common Stock at the Company's option and bear interest at a rate of 6% annually, to be expensed at the time of conversion. All interest on these notes have been forgiven by the parties.

On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P. ("Mast"). Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note. The Mast Note has an original issue discount of $55,000, resulting in gross proceeds to the Company of $495,000. Mast has piggyback registration rights pursuant to the terms of the Mast SPA.

Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares of Company common stock to Mast as additional consideration for the purchase of the Mast Note.

The Mast Note bears interest at a rate of 12% per annum and matures on February 11, 2023. Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law. The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option. Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, that Mast is entitled to deduct $1,750 from the conversion amount in each case to cover Mast's fees associated with conversion. Mast's right to exercise each of the Mast Warrants is subject to a 4.99% equity blocker. Each of the Mast Warrants expires on the five-year anniversary of issuance.

The foregoing description of the Mast SPA, the Mast Note and the Mast Warrants does not purport to be complete and is qualified in its entirety by reference to the Mast SPA, the Mast Note, the First Mast Warrant and the Second Mast Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to Form 8-K filed on February 23, 2022.

On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos"). Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note. The Talos Note has an original issue discount of $27,500, resulting in gross proceeds to the Company of $247,500. Talos has piggyback registration rights pursuant to the terms of the Talos SPA. Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Talos First Warrant"), (ii) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Talos Second Warrant" and together with the Talos First Warrant, the "Talos Warrants"), and (iii) 237,500 shares of Company common stock to Talos as additional consideration for the purchase of the Talos Note. Talos converted the note into 512,696 shares of HMMR common stock on October 4, 2022.

18

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 11 - INCOME TAXES

The Company’s provision for income taxes was not material and the effective tax rate was 0% for the three months ended October 31, 2023 and 2022. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized.

19

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 12 - STOCKHOLDERS' EQUITY

Common Stock

On March 6, 2023, Mast Hill amended the terms of its promissory note, which included the issuance of 475,000 shares of the Company’s common stock issued during the quarter ended October 31, 2023.

On October 4, 2022, Talos converted the promissory convertible note into 512,696 shares of the Company's common stock (see Note 10).

Treasury Stock

The balance of Company Treasury Stock was unchanged during the period.

Unissued Stock

On March 6, 2023, Mast Hill amended the terms of its promissory note. The terms included the issuance of 475,000 shares of the Company's common stock. The stock was issued during the period ended October 31, 2023.

NOTE 13 - COMMITMENTS AND LEASES

Hammer does not currently have any material long-term lease obligations. All leases are currently month-to-month and have no obligations pursuant to ASC 842. There are two month-to-month tenancy agreements for office space which are less than $2,000 per month.

NOTE 14 - FOREIGN CURRENCY

We transact business in various foreign currencies including the Euro and the Leone. In general, the functional currency of a foreign operation is the local country's currency. Consequently, revenues and expenses of operations outside the United States are translated into USD Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. The effects of foreign currency translation adjustments are not material to the Company's accompanying financial statements. On July 31, 2023 the Board of Directors approved the discontinuation of the Hammer Wireless - SL, Ltd, subsidiary. As of that date the liabilities on the Hammer Wireless SL balance sheet are maintained in US Dollars.

20

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 15 - CLAIMS

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9,210
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,309
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	25,000

Cross River Fiber has advanced its claim against Hammer Fiber Optics Investments, Ltd. Cross River Fiber has expanded its claim to include Hammer Fiber Optics Holdings Corp, 1stPoint Communications, LLC, Endstream Communications, LLC, Open Data Centers, LLC, Manhattan Carrier Company, LLC, Erik Levitt personally, Local Telecommunications Services - FL, LLC, Local Telecommunications Services - NY, LLC, American Network Inc and Hammer Wireless Corporation. There never was, nor has there ever been, a contract between any of these entities or Mr. Levitt personally and Cross River Fiber, nor is there any security under the agreement between Cross River Fiber and Hammer Fiber Optics Investments, Ltd. After discovery in the claim against Hammer Fiber Optics Holdings Corp and its subsidiaries, A trial occurred on February 5^th and 6^th of 2024 and a ruling was issued at the end of the trial in favor of Hammer Fiber Optics Holdings Corp and its subsidiaries. An award was given to Cross River against one of the related parties to the claim of $25,000.

21

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

NOTE 17 - SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through March 18, 2024, the date the financial statements were issued. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

The Company entered into a promissory note with a non-executive director on January 29, 2024 with a principal amount of $50,000. The interest on the note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

Management has reviewed the subsequent events and there is no material impact on the current financial statements or the valuation of the business.

22

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis should be read in conjunction with Hammer Fiber Optics Holdings Corp., financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company's actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended July 31, 2023, filed with the SEC on February 16, 2024.

Results of Operations

Three Months Ended October 31, 2023 Compared to the Three Months Ended October 31, 2022

Revenues for the three months ended October 31, 2023 and October 31, 2022 were $909,952 and $799,460, respectively, an increase of 13.82%. The increase was primarily due to growth in the telecommunications business unit, particularly in the Company's Over-the-Top ("OTT") business segment.

During the three months ended October 31, 2023, the Company incurred total operating expenses of $1,027,431 compared with $980,354, an increase of 4.80%, for the comparable period ended October 31, 2022. The increase was primarily due to expenses related to the Company’s financial technology services business unit and growth in the telecommunications business unit, specifically in software development costs.

Operating loss increased to $117,479 during the three months ended October 31, 2022 as compared with a loss of $180,894, an increase of 35.06%. The increase was primarily due to the performance of the telecommunications business unit and reduced expenses in the financial technology services business unit.

The Company recorded depreciation and amortization expense of $14,927 and $15,924 during the three months ended October 31, 2023 and October 31, 2022 respectively. During the three months ended October 31, 2023 and October 31, 2022 other income, interest and other expense was and $27,621 and $96,222 respectively. This was primarily due to a $75,000 change in the fair value of the outstanding warrants.

During the three months ended October 31, 2023 the Company recorded a loss of $89,858 as compared to a loss of $84,672 for the three months ended October 31, 2022, a decrease of 6.12%. The decrease was primarily due to a $116,000 gain on elimination of convertible debt that took place in early October 2022, offset by performance of the telecommunications business unit and reduced expenses in the financial technology services business unit.

Liquidity and Capital Resources

The Company is at risk of remaining a going concern. Its ability to remain a going concern is dependent upon whether the company can raise debt and/or equity capital from third-party sources for both working capital and business development needs until such time as the Company may be substantially sustained as a going concern through cash flow from operations or the Company increases its cash flow from operations through sale of services in the ongoing business units, Endstream Communications, 1stPoint Communications and 1stPoint's subsidiaries.

Cash Flow from Operating Activities

During the three months ended October 31, 2023 the Company’s total cash increased by $19,005, compared to a decrease in cash of $194,944 in the three months ended October 31, 2022. Cash flows used in operating activities decreased by $67,857, compared to a decrease of $58,517 in the three months ended October 31, 2022. The increase in cash used in operating activities was primarily due to reduced expenses relating to the Company’s financial technology services business unit.

23

Cash Flow from Investing Activities

During the three months ended October 31, 2023, the Company's investing activities used $8,826, compared to $5,061 used in investing activities during the three months ended October 31, 2022. The increase was due to synergies in the telecommunications business unit requiring greater new purchases of equipment for the OTT and messaging business practices.

Cash Flow from Financing Activities

During the three months ended October 31, 2023, the Company’s financing activities generated $95,688 in cash compared with a decrease in cash used in financing activities $131,366 during the three months ended October 31, 2022. The decrease was primarily due to the payoff of $131,366 in loans during the period ended October 31, 2022.

Going Concern

As of October 31, 2023, doubt existed as to the Company's ability to continue as a going concern as the Company has no certainty of earning additional revenues in the future, has a working capital deficit and an overall accumulated deficit since inception. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund business operations. Issuances of additional shares may result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing in amounts sufficient to fund our operations and other development activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States, applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Recently Issued Accounting Pronouncements

The Company has implemented new accounting pronouncements that are relevant to the company and are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

24

ITEM 4. CONTROLS AND PROCEDURES

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer to allow for timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibilities, estimates, and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Our management has concluded that, as of October 31, 2023, our internal control over financial reporting was not effective. This is due to an inherent staffing limitation and the Principal Financial Officer and the President are the same individual.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. The President and Principal Financial Officer are the same individual. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

We have not identified any changes in our internal control over financial reporting that occurred during the period ended October 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9,210
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,309
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	25,000

Cross River Fiber has advanced its claim against Hammer Fiber Optics Investments, Ltd. Cross River Fiber has expanded its claim to include Hammer Fiber Optics Holdings Corp, 1stPoint Communications, LLC, Endstream Communications, LLC, Open Data Centers, LLC, Manhattan Carrier Company, LLC, Erik Levitt personally, Local Telecommunications Services - FL, LLC, Local Telecommunications Services - NY, LLC, American Network Inc and Hammer Wireless Corporation. There never was, nor has there ever been, a contract between any of these entities or Mr. Levitt personally and Cross River Fiber, nor is there any security under the agreement between Cross River Fiber and Hammer Fiber Optics Investments, Ltd. After discovery in the claim against Hammer Fiber Optics Holdings Corp and its subsidiaries, A trial occurred on February 5^th and 6^th of 2024 and a ruling was issued at the end of the trial in favor of Hammer Fiber Optics Holdings Corp and its subsidiaries. An award was given to Cross River against one of the related parties to the claim of $25,000.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. OTHER INFORMATION

Please refer to our Current Reports on Form 8-K filed since August 19, 2016, which are incorporated by reference herein.

26

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2023

(Unaudited)

ITEM 5. EXHIBITS

Exhibit
Number	Description of Exhibit
31.1	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document	Filed herewith.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

27

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HAMMER FIBER OPTICS HOLDINGS CORP
Date: March 18, 2024	/s/ Erik B. Levitt
	Erik B. Levitt
	Principal Financial Officer

28

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Erik B. Levitt, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of the Registrant for the period ended October 31, 2023.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.As the Registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.As the Registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: March 18, 2024

Hammer Fiber Optics Holdings Corp.

By:/s/ Erik B. Levitt

Name: Erik B. Levitt

Title: Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Erik B. Levitt, the Chief Accounting and Financial Officer of Hammer Fiber Optics Holdings Corp, certify, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of the Registrant for the period ended October 31, 2023, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: March 18, 2024

Hammer Fiber Optics Holdings Corp.

By: /s/ Erik B. Levitt

Name: Erik B. Levitt

Title: Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information	3 Months Ended
	Oct. 31, 2023 shares
Document Information [Line Items]
Entity Registrant Name	HAMMER FIBER OPTICS HOLDINGS CORP.
Registrant CIK	0001539680
Fiscal Year End	--07-31
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2023
Entity File Number	000-1539680
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-1032170
Entity Address, Address Line One	6151 Lake Osprey Drive
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34240
City Area Code	941
Local Phone Number	306-3019
Title of 12(b) Security	Series B Common Stock
Trading Symbol	HMMR
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	60,927,612
OTC PK [Member]
Document Information [Line Items]
Security Exchange Name	NONE

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Current Assets
Cash and cash equivalents	$ 85,692	$ 66,688
Accounts receivable	253,097	238,820
Security Deposits	7,316	7,316
Prepaid expenses	15,020	18,675
Total current assets	361,125	331,499
Property and equipment, net	83,611	89,712
Intangible and other assets	7,411,216	7,406,827
Total Assets	7,855,952	7,828,038
Current Liabilities
Accounts payable and accrued expenses	1,319,390	1,205,995
Loans payable	1,538,981	1,443,294
Warrant Liabilities	123,750	195,750
Unissued Stock	0	105,925
Deferred Revenue	153,590	172,900
Current Liabilities from Discontinued Operations	545,994	545,994
Total current liabilities	3,681,705	3,669,858
Total Liabilities	3,681,705	3,669,858
Stockholders' Equity
Common stock, $0.001 par value, 250,000,000 shares authorized 62,680,947 and 60,927,612 shares issued; 62,078,537 and 60,452,612 shares outstanding at October 31, 2023 and July 31, 2023, respectively	62,681	62,206
Additional paid-in capital	27,913,890	27,808,440
Accumulated deficit	(23,802,324)	(23,712,466)
Total Stockholder's Equity	4,174,247	4,158,180
Total Liabilities and Stockholders' Equity	$ 7,855,952	$ 7,828,038

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Oct. 31, 2023	Jul. 31, 2023
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	62,680,947	62,205,947
Common Stock, Shares, Outstanding	62,078,537	60,452,612

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Revenues	$ 909,952	$ 799,460
Cost of sales	648,876	592,329
Selling, general and administrative expenses	363,628	372,101
Depreciation expense	14,972	15,924
Total operating expenses	1,027,431	980,354
Operating loss	(117,479)	(180,894)
Other expenses
Other Income	3,015	0
Interest expense	(19,857)	(518)
Financing expense	(14,435)	(67,289)
Warrant adjustment to Fair Value	72,000	49,892
Gain on extinguishment of convertible debt	0	(115,357)
Other expenses	(13,102)	(1,220)
Total other expenses	27,621	96,222
Net loss	$ (89,858)	$ (84,672)
Weighted average number of common shares outstanding - Basic	62,553,508	61,713,953
Weighted average number of common shares outstanding - Diluted	62,553,508	61,713,953
Loss per share - basic	$ (0)	$ (0)
Loss per share - diluted	$ (0)	$ (0)

XML

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Jul. 31, 2022	$ 61,566	$ 0	$ 27,564,129	$ (21,792,224)	$ 5,833,471
Balance (shares) at Jul. 31, 2022	61,565,841	1,753,335
Conversion shares issued	$ 0	$ 0	297,364	0	297,364
Conversion shares issued (shares)	512,696	0
Net loss for the quarter	$ 0	$ 0	0	(84,672)	(84,672)
Balance at Oct. 31, 2022	$ 61,566	$ 0	27,861,493	(21,876,896)	6,046,163
Balance (shares) at Oct. 31, 2022	62,078,537	1,753,335
Balance at Jul. 31, 2023	$ 62,206	$ 0	27,808,440	(23,712,466)	4,158,180
Balance (shares) at Jul. 31, 2023	62,205,947	1,753,335
Conversion shares issued	$ 475	$ 0	105,450	0	105,925
Conversion shares issued (shares)	475,000	0
Net loss for the quarter	$ 0	$ 0	0	(89,858)	(89,858)
Balance at Oct. 31, 2023	$ 62,681	$ 0	$ 27,913,890	$ (23,802,324)	$ 4,174,247
Balance (shares) at Oct. 31, 2023	62,680,947	1,753,335

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (89,858)	$ (84,672)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	14,927	15,924
Warrant adjustment to fair value	(72,000)	(49,892)
Gain on extinguishment of convertible debt	0	(115,357)
Noncash interest expense	0	57,051
Changes in operating assets and liabilities:
Accounts receivable	(14,277)	(27,491)
Prepaid expenses	3,655	(5,338)
Accounts payable	109,006	140,376
Deferred revenue	(19,310)	10,882
Net cash used in operating activities	(67,857)	(58,517)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(8,826)	(5,061)
Net cash provided by (used in) investing activities	(8,826)	(5,061)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans	(47,847)	(131,366)
Proceeds from loans	143,535	0
Net cash provided by (used in) financing activities	95,688	(131,366)
Net increase (decrease) in cash	19,005	(194,944)
Cash, beginning of period	66,688	482,910
Cash, end of period	85,693	287,966
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	19,857	518
Cash paid for taxes	35	1,220
Commitment shares issued	$ 105,925	$ 0

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Fiber Optics Holdings Corp (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure.

Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions.

Hammer's "Everything Wireless" go to market strategy for its telecommunications business includes the development of high speed fixed wireless service for residential, small business and enterprise clients using its wireless fiber platform, Hammer Wireless AIR®, mobility networks including 4G/LTE, Over-the-Top services such as voice, SMS and collaboration services and hosting services.

XML

CORPORATE HISTORY AND BACKGROUND ON MERGER

3 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CORPORATE HISTORY AND BACKGROUND ON MERGER

NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER

The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company's principal activity was an exploration stage company engaged in the acquisition of mineral properties then owned by the Company.

On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Company's common stock equal to 51% of the issued and outstanding common stock of the Company. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.

On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into 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 Company's name was changed and the shares of common stock began trading under new ticker symbol "HMMR" as of May 27, 2016. The merger was effected on July 19, 2016.

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 September 4, 2018, the Company approved the creation of Hammer Wireless (SL) Limited, a special purpose vehicle to deliver business Internet services in Sierra Leone.

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.

On January 29, 2019 our board of directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity. The acquisition of American Network, Inc closed on September 1, 2019.

As of April 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.

As of December 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective December 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.

On October 19, 2021 our board of directors approved a name change from Hammer Fiber Optics Holdings Corp to Hammer Technology Holdings Corp.

On October 25, 2021 our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent (100%) of its stock. TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements. The acquisition of TFS closed on January 3, 2022. TFS has been renamed HammerPay [USA] Ltd.

On July 31, 2023 our board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the company's data communications service in Sierra Leone. The operations were discontinued in March 2020 and all assets have been written down.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Oct. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed 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"). The interim financial statements for the three months ending October 31, 2023 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, 2023, as filed with the Securities and Exchange Commission ("the SEC") at www.sec.gov.

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 recorded 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 their respective lease terms. 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 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 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 any related impairment losses.

Indefinite lived intangible assets

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses. The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses.

Revenue recognition

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 taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair value measurements

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.

Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. Financial assets and liabilities (including warrants) approximate fair value.

All financial assets and liabilities are approximate their fair value. Warrants are valued at Level 3.

Fair Value Measurements

			Fair Value Measurements at October 31, 2023 using:
		October 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	123,750		-	-	123,750

 

			Fair Value Measurements at July 31, 2023 using:
		July 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	195,750		-	-	195,750

The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of October 31 and July 31, 2023:

		October 31, 2023			July 31, 2023
Beginning Balance	$	195,750		$	213,750
Change in fair value of derivative liabilities		(72,000	)		(35,862	)
Ending Balance	$	123,750		$	195,750

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, 1stPoint Communications, LLC and its subsidiaries, (which includes Shelcomm, Inc), Endstream Communications, LLC, American Network Inc. and HammerPay [USA], Ltd. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. It's subsidiaries Hammer Fiber Optics Investments, Ltd., Hammer Wireless - SL, Ltd and its former subsidiary Open Data Centers, LLC are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020.

Basic and Diluted Earnings (Loss) Per 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.

The following table sets forth the number of potential shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive:

	October 31, 2023		October 31, 2022
Warrants		450,000	450,000
Convertible Promissory Notes		1,055,172	948,276
Total		1,505,172	1,398,276

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the condensed consolidated financial statements.

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GOING CONCERN

3 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 4 - GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means.

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

3 Months Ended

Oct. 31, 2023

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the Company's filing of its Annual Report on Form 10-K for the three months October 31, 2022, with the Securities and Exchange Commission on February 9, 2023, the Company performed an evaluation of its accounting in connection with warrants issued in conjunction with the February 11, 2022 Mast Hill Fund, L.P. and February 17, 2022 Talos Victory Fund, L.P. convertible notes. Management determined that the Original Form 10-K does not give effect to $97,196 in expense and the issuance of warrant (the "Warrants") to purchase shares at a price between $1.50 and $3.00 per share of the common stock outstanding. Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below. Upon review of the Company's previously filed 10-Q, the following errors were discovered and recorded:

1. Certain intellectual property (platform software) for the HammerPay subsidiary has been reclassified as an intangible asset.

2. Financing expense associated with the two convertible notes has been accrued and amortized instead of expensed in accordance with ASC 470-20-25.

3. Warrants issued in conjunction with two convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03.

4. The Statement of Operations and Statement of Cash Flows have been adjusted to reflect the change in warrant financing expenses, expenses associated with the convertible notes, and income associated with conversion of the convertible notes. Adjustments to the fair value of the warrants have also been reflected as other income.

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported condensed consolidated statement of operations for the three months ended October 31, 2022:

		October 31,							October 31,
		2022		Adjustments					2022
		(As Filed)							(As Restated)
Revenues	$	799,699		$	(239	)	(1)	$	799,460
Costs and expenses:
Cost of sales		592,329			-				592,329
Selling, general and administrative expenses		333,619			38,482		(1)		372,101
Depreciation expense		15,924			-				15,924
Total operating expenses		941,872			-				980,354
Operating loss		(142,173	)		-				(180,894	)
Other income (expense)
Other Income
Interest expense		12,234			(12,752	)	(1)		(518	)
Financing expenses		-			(67,289	)	(1)		(67,289	)
Warrant adjustment to fair value		-			49,892		(1)		49,892
Gain on extinguishment of convertible debt		-			115,357		(2)		115,357
Other expenses		(13,208	)		11,988		(1)		(1,220	)
Total other expenses		(974	)		-				96,222	)
Net income (loss)	$	(143,147	)					$	(84,672	)
Weighted average number of common shares outstanding - basic and diluted		61,713,953							61,713,953
Loss per share- basic and diluted	$	(0.00	)					$	(0.00	)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flows for three months ended October 31, 2022:

		October 31,								October 31,
		2022			Adjustments					2022
		(As Filed)								(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(143,147	)	$	58,475				$	(84,672	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		14,924			1,000		(1	)		15,924
Warrant adjustment to fair value					(49,892	)	(1,2	)		(49,892	)
Gain on extinguishment of convertible debt		-			(115,357	)	(1,2	)		(115,357	)
Noncash interest expense		-			57,051		(1	)		57,051
Changes in operating assets and liabilities:
Accounts receivable		(102,577	)		75,086		(1	)		(27,491	)
Prepaid expenses		(5,422	)		84		(1	)		(5,338	)
Accounts payable		122,965			17,411		(1	)		140,376
Deferred revenue		(2,359	)		13,241		(1	)		10,882
Net cash provided by (used in) operating activities		(115,616	)							(58,517	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(49,186	)		44,125		(1	)		(5,061	)
Net cash provided by (used in) investing activities		(49,186	)							(5,061	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loans		(42,755	)		(88,611	)	(1	)		(131,366	)
Net cash provided by (used in) financing activities		(42,755	)							(131,366	)
Net increase (decrease) in cash		(207,557	)							(194,944	)
Cash, beginning of period		482,910								482,910
Cash, end of period	$	275,353							$	287,966
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	-			518				$	518
Cash paid for taxes	$	1,220			-				$	1,220

The specific explanations for the items noted above in the restated financial statements are as follows:

(1) During February 2022, the Company entered into two convertible notes that included warrants exercisable for five years. Management determined that the original consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows amounts did not give effect to the issuance of warrants to purchase shares at a price between $1.50 and $3.00 per share of the common stock outstanding. The Company recorded an additional expense of $97,196 in relation to the Warrant.

• Financing expense associated with these convertible notes have been accrued and amortized instead of expensed in accordance with ASC 470-20-25.

• The warrants issued in conjunction with the aforementioned February 2022 convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03.

(2) Management evaluated the deferred revenue of the 1stPoint Communications, LLC business unit and determined that certain revenues had not been reflected in prior periods due to changes in the underlying systems relating to its web hosting business.

As a result, Management adjusted the deferred revenue from prior periods as Other Income. Adjustments to the current period were considered revenues in the period. Management evaluated revenue from Endstream Communications and recognized a customer prepayment of $5.38. These are not expected to recur. On October 4, 2022 Talos Fund exercised its right to convert the principal and accrued interest from its promissory note in the amount of $297,364 at $0.58 per share of the Company's common stock. The conversion price was above the market price at closing of $0.355 per share. Therefore, the Company recognized a gain of $115,357 on conversion.

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DISCONTINUED OPERATIONS

3 Months Ended

Oct. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 6 - DISCONTINUED OPERATIONS

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.

Due to customer losses associated with the novel coronavirus and the loss of clients due to other causes, Open Data Centers, LLC will cease its operations. As of May 1, 2020 the operations of Open Data Centers, LLC 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. Open Data Centers, LLC was dissolved on December 30, 2020. The following summarizes the assets and liabilities of the discontinue operations:

		October 31, 2023			July 31, 2023
Assets
Current Assets
Cash	$	-		$	-
Accounts receivable		-			-
Other current assets		-			-
Total current assets		-			-
Other Assets
Property and equipment- net		-			-
Intangible assets		-			-
Total other assets		-			-
Total Assets	$	-		$	-
Liabilities and Net Assets
Current Liabilities
Accounts payable	$	545,994		$	545,994
Notes payable- related parties		-			-
Current portion of long-term notes payable - related parties		-			-
Accrued interest		-			-
Rent Concessions		-			-
Total current liabilities		545,994			545,994
Net assets (liabilities)	$	(545,994	)	$	(595,994	)

There was no net income or loss during the period.

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PROPERTY AND EQUIPMENT

3 Months Ended

Oct. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 7 - PROPERTY AND EQUIPMENT

As of October 31, 2023 and July 31, 2023, property and equipment consisted of the following:

		October 31,			July 31,
		2023			2023		Life
Computer and Telecom equipment	$	1,282,856		$	1,274,030		5 years
Less: Accumulated depreciation		(1,199,245	)		(1,184,318	)
Total	$	83,611		$	89,712

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INDEFINITE LIVED INTANGIBLE ASSETS

3 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INDEFINITE LIVED INTANGIBLE ASSETS

NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

The Company has $7,411,216 of recognized indefinite lived intangible assets, which consist of customer contract assets from acquisitions and goodwill. These assets are not amortized and are evaluated routinely for potential impairment. If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the asset's fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Oct. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 9 - RELATED PARTY TRANSACTIONS

During the fiscal year ending on July 31, 2020, the Company entered into convertible notes with the Chief Executive Officer and a relation of the Chief Executive Officer on April 20^th and May 5^th 2020 in the amounts of $36,300, and $12,000 respectively. The $12,000 note was paid on May 12^th, 2020. The Company entered into a convertible note with a related party on August 22, 2019 in the amount of $12,000. $4,500 has been repaid. The Company entered into a convertible note with two related parties (who were former partners in 1stPoint Communications, LLC) on August 24, 2019 in the amount of $12,000 and $6,000 respectively. Any interest may be accrued as either cash or stock at the option of the Company. During the current fiscal year ending July 31, 2020, the Company entered into Stock Purchase Agreements from a related party in the amount of $10,000 on August 15, 2020, $25,000 on March 17, 2020, and $40,000 on March 26, 2020. On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a non-executive director. The note bears interest at a rate of 6%, payable at the end of the term, but has been waived by the lending party. On November 23, 2020, and on January 19, 2021 the Company entered into promissory notes for the sums of $10,000 and $75,000 with a non executive director. These notes bear interest at a rate of 6%, payable at the end of the term and may be convertible into common stock at the Company's option. Interest has been waived by the lender.

On February 26, 2021, March 9, 2021 and March 15, 2021 the Company entered into promissory notes for the sums of $25,000, $100,000 and $25,000 respectively, with a non-executive director. These notes are bear interest at a rate of 6% payable at the end of the term unless forgiven by the note holder and may be converted into common stock at the Company’s option. The interest has been waived by the lender.

On January 15, 2022 the Company entered into a promissory note for the sum of $25,000 with a non-executive director. These notes bear interest at a rate of 6%, annually, to be expensed at the end of the note upon conversion by the holder, may be waived or otherwise forgiven by the note holder and may be convertible into common stock at the Company's option, and on December 28, 2021, January 12, 2022 and January 21, 2022 1stPoint Communications, LLC entered into three notes in the amounts of $10,200, $7,600 and $4,000 with a relation of the Chief Executive Officer of 1stPoint Communications, under the same terms as the note on January 15, 2022. Interest has been waived by the lender on all notes.

On February 28, 2022 and March 7, 2022 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 22, 2022 and July 28, 2022 the Company entered into a promissory note totaling $27,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On November 14, 2022 the Company entered into a promissory note totaling $26,500 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On March 29, 2023 the Company entered into a promissory note totaling $9,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On May 5, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On May 23, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 7, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On June 13, 2023 the Company entered into a promissory note totaling $16,500 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. On July 6, 2023 the Company entered into a promissory note totaling $25,000 with a non-executive director. The interest of this note has been forgiven by the note holder and may be converted into the Company’s common stock at the Company’s option. 

The dates of the notes were August 8, 2023, August 11, 2023, August 31, 2023, September 22, 2023, October 17, 2023, October 24, 2023, November 3, 2023, November 6, 2023, December 1, 2023, December 4, 2023, December 13, 2023 and December 28 2023 and January 29, 2024. The notes on August 8, August 31, September 22, October 17, October 24, November 3, November 6, December 1 and December 28 2023 have a principal of $25,000. The November 6, 2023 note has a principal of $100,000. The note on December 13, 2023 has a principal of $20,000 and the note on December 4, 2023 has a principal of $17,500.

As of October 31, 2023, all of the related party payables are reported as current liabilities in the Condensed Consolidated Balance Sheet and all interest has been forgiven by the holders of all promissory notes from all related parties.

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CONVERTIBLE DEBT

3 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

CONVERTIBLE DEBT

NOTE 10 - CONVERTIBLE DEBT

As of October 31, 2023, the Company has convertible notes with related parties in the amounts of $24,253, $161,300, $12,000, $6,000, $7,500, $36,600 and $616,035 that convert into Common Stock at the Company's option and bear interest at a rate of 6% annually, to be expensed at the time of conversion. All interest on these notes have been forgiven by the parties.

On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P. ("Mast"). Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note. The Mast Note has an original issue discount of $55,000, resulting in gross proceeds to the Company of $495,000. Mast has piggyback registration rights pursuant to the terms of the Mast SPA.

Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares of Company common stock to Mast as additional consideration for the purchase of the Mast Note.

The Mast Note bears interest at a rate of 12% per annum and matures on February 11, 2023. Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law. The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option. Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, that Mast is entitled to deduct $1,750 from the conversion amount in each case to cover Mast's fees associated with conversion. Mast's right to exercise each of the Mast Warrants is subject to a 4.99% equity blocker. Each of the Mast Warrants expires on the five-year anniversary of issuance.

The foregoing description of the Mast SPA, the Mast Note and the Mast Warrants does not purport to be complete and is qualified in its entirety by reference to the Mast SPA, the Mast Note, the First Mast Warrant and the Second Mast Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to Form 8-K filed on February 23, 2022.

On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos"). Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note. The Talos Note has an original issue discount of $27,500, resulting in gross proceeds to the Company of $247,500. Talos has piggyback registration rights pursuant to the terms of the Talos SPA. Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Talos First Warrant"), (ii) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Talos Second Warrant" and together with the Talos First Warrant, the "Talos Warrants"), and (iii) 237,500 shares of Company common stock to Talos as additional consideration for the purchase of the Talos Note. Talos converted the note into 512,696 shares of HMMR common stock on October 4, 2022.

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INCOME TAXES

3 Months Ended

Oct. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11 - INCOME TAXES

The Company’s provision for income taxes was not material and the effective tax rate was 0% for the three months ended October 31, 2023 and 2022. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized.

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STOCKHOLDERS' EQUITY

3 Months Ended

Oct. 31, 2023

Stockholders' Equity Attributable to Parent [Abstract]

STOCKHOLDERS' EQUITY

NOTE 12 - STOCKHOLDERS' EQUITY

Common Stock

On March 6, 2023, Mast Hill amended the terms of its promissory note, which included the issuance of 475,000 shares of the Company’s common stock issued during the quarter ended October 31, 2023.

On October 4, 2022, Talos converted the promissory convertible note into 512,696 shares of the Company's common stock (see Note 10).

Treasury Stock

The balance of Company Treasury Stock was unchanged during the period.

Unissued Stock

On March 6, 2023, Mast Hill amended the terms of its promissory note. The terms included the issuance of 475,000 shares of the Company's common stock. The stock was issued during the period ended October 31, 2023.

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COMMITMENTS AND LEASES

3 Months Ended

Oct. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND LEASES

NOTE 13 - COMMITMENTS AND LEASES

Hammer does not currently have any material long-term lease obligations. All leases are currently month-to-month and have no obligations pursuant to ASC 842. There are two month-to-month tenancy agreements for office space which are less than $2,000 per month.

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FOREIGN CURRENCY

3 Months Ended

Oct. 31, 2023

Foreign Currency [Abstract]

FOREIGN CURRENCY

NOTE 14 - FOREIGN CURRENCY

We transact business in various foreign currencies including the Euro and the Leone. In general, the functional currency of a foreign operation is the local country's currency. Consequently, revenues and expenses of operations outside the United States are translated into USD Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. The effects of foreign currency translation adjustments are not material to the Company's accompanying financial statements. On July 31, 2023 the Board of Directors approved the discontinuation of the Hammer Wireless - SL, Ltd, subsidiary. As of that date the liabilities on the Hammer Wireless SL balance sheet are maintained in US Dollars.

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CLAIMS

3 Months Ended

Oct. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

CLAIMS

NOTE 15 - CLAIMS

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9,210
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,309
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	25,000

Cross River Fiber has advanced its claim against Hammer Fiber Optics Investments, Ltd. Cross River Fiber has expanded its claim to include Hammer Fiber Optics Holdings Corp, 1stPoint Communications, LLC, Endstream Communications, LLC, Open Data Centers, LLC, Manhattan Carrier Company, LLC, Erik Levitt personally, Local Telecommunications Services - FL, LLC, Local Telecommunications Services - NY, LLC, American Network Inc and Hammer Wireless Corporation. There never was, nor has there ever been, a contract between any of these entities or Mr. Levitt personally and Cross River Fiber, nor is there any security under the agreement between Cross River Fiber and Hammer Fiber Optics Investments, Ltd. After discovery in the claim against Hammer Fiber Optics Holdings Corp and its subsidiaries, A trial occurred on February 5^th and 6^th of 2024 and a ruling was issued at the end of the trial in favor of Hammer Fiber Optics Holdings Corp and its subsidiaries. An award was given to Cross River against one of the related parties to the claim of $25,000.

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SUBSEQUENT EVENTS

3 Months Ended

Oct. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 - SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through March 18, 2024, the date the financial statements were issued. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

The Company entered into a promissory note with a non-executive director on January 29, 2024 with a principal amount of $50,000. The interest on the note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

Management has reviewed the subsequent events and there is no material impact on the current financial statements or the valuation of the business.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Oct. 31, 2023

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying condensed 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"). The interim financial statements for the three months ending October 31, 2023 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, 2023, as filed with the Securities and Exchange Commission ("the SEC") at www.sec.gov.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Property and equipment

Property and equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded 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 their respective lease terms. Expenditures for additions and improvements are capitalized. Repairs and maintenance are expensed as incurred.

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 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 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 any related impairment losses.

Indefinite lived intangible assets

Indefinite lived intangible assets

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses. The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses.

Revenue recognition

Revenue recognition

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 taxes

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair value measurements

Fair value measurements

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.

Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. Financial assets and liabilities (including warrants) approximate fair value.

All financial assets and liabilities are approximate their fair value. Warrants are valued at Level 3.

Fair Value Measurements

			Fair Value Measurements at October 31, 2023 using:
		October 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	123,750		-	-	123,750

 

			Fair Value Measurements at July 31, 2023 using:
		July 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	195,750		-	-	195,750

The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of October 31 and July 31, 2023:

		October 31, 2023			July 31, 2023
Beginning Balance	$	195,750		$	213,750
Change in fair value of derivative liabilities		(72,000	)		(35,862	)
Ending Balance	$	123,750		$	195,750

Consolidation of financial statements

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation, 1stPoint Communications, LLC and its subsidiaries, (which includes Shelcomm, Inc), Endstream Communications, LLC, American Network Inc. and HammerPay [USA], Ltd. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. It's subsidiaries Hammer Fiber Optics Investments, Ltd., Hammer Wireless - SL, Ltd and its former subsidiary Open Data Centers, LLC are discontinued and are considered discontinued operations. Open Data Centers, LLC was dissolved on December 30, 2020.

Basic and Diluted Earnings (Loss) Per Share

Basic and Diluted Earnings (Loss) Per 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.

Recent accounting pronouncements

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Oct. 31, 2023

Accounting Policies [Abstract]

Schedule of fair value measurements

			Fair Value Measurements at October 31, 2023 using:
		October 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	123,750		-	-	123,750

 

			Fair Value Measurements at July 31, 2023 using:
		July 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Liabilities	$	-		-	-	-
Warrant Liabilities	$	195,750		-	-	195,750

Schedule of changes in fair value of financial liabilities

		October 31, 2023			July 31, 2023
Beginning Balance	$	195,750		$	213,750
Change in fair value of derivative liabilities		(72,000	)		(35,862	)
Ending Balance	$	123,750		$	195,750

Schedule of dilutive securities computation of basic and diluted earnings per share

	October 31, 2023		October 31, 2022
Warrants		450,000	450,000
Convertible Promissory Notes		1,055,172	948,276
Total		1,505,172	1,398,276

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

3 Months Ended

Oct. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Schedule of error corrections and prior period adjustments

		October 31,							October 31,
		2022		Adjustments					2022
		(As Filed)							(As Restated)
Revenues	$	799,699		$	(239	)	(1)	$	799,460
Costs and expenses:
Cost of sales		592,329			-				592,329
Selling, general and administrative expenses		333,619			38,482		(1)		372,101
Depreciation expense		15,924			-				15,924
Total operating expenses		941,872			-				980,354
Operating loss		(142,173	)		-				(180,894	)
Other income (expense)
Other Income
Interest expense		12,234			(12,752	)	(1)		(518	)
Financing expenses		-			(67,289	)	(1)		(67,289	)
Warrant adjustment to fair value		-			49,892		(1)		49,892
Gain on extinguishment of convertible debt		-			115,357		(2)		115,357
Other expenses		(13,208	)		11,988		(1)		(1,220	)
Total other expenses		(974	)		-				96,222	)
Net income (loss)	$	(143,147	)					$	(84,672	)
Weighted average number of common shares outstanding - basic and diluted		61,713,953							61,713,953
Loss per share- basic and diluted	$	(0.00	)					$	(0.00	)

		October 31,								October 31,
		2022			Adjustments					2022
		(As Filed)								(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(143,147	)	$	58,475				$	(84,672	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		14,924			1,000		(1	)		15,924
Warrant adjustment to fair value					(49,892	)	(1,2	)		(49,892	)
Gain on extinguishment of convertible debt		-			(115,357	)	(1,2	)		(115,357	)
Noncash interest expense		-			57,051		(1	)		57,051
Changes in operating assets and liabilities:
Accounts receivable		(102,577	)		75,086		(1	)		(27,491	)
Prepaid expenses		(5,422	)		84		(1	)		(5,338	)
Accounts payable		122,965			17,411		(1	)		140,376
Deferred revenue		(2,359	)		13,241		(1	)		10,882
Net cash provided by (used in) operating activities		(115,616	)							(58,517	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(49,186	)		44,125		(1	)		(5,061	)
Net cash provided by (used in) investing activities		(49,186	)							(5,061	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loans		(42,755	)		(88,611	)	(1	)		(131,366	)
Net cash provided by (used in) financing activities		(42,755	)							(131,366	)
Net increase (decrease) in cash		(207,557	)							(194,944	)
Cash, beginning of period		482,910								482,910
Cash, end of period	$	275,353							$	287,966
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	-			518				$	518
Cash paid for taxes	$	1,220			-				$	1,220

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DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Oct. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of assets and liabilities & operations of discontinue operations

		October 31, 2023			July 31, 2023
Assets
Current Assets
Cash	$	-		$	-
Accounts receivable		-			-
Other current assets		-			-
Total current assets		-			-
Other Assets
Property and equipment- net		-			-
Intangible assets		-			-
Total other assets		-			-
Total Assets	$	-		$	-
Liabilities and Net Assets
Current Liabilities
Accounts payable	$	545,994		$	545,994
Notes payable- related parties		-			-
Current portion of long-term notes payable - related parties		-			-
Accrued interest		-			-
Rent Concessions		-			-
Total current liabilities		545,994			545,994
Net assets (liabilities)	$	(545,994	)	$	(595,994	)

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Oct. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

		October 31,			July 31,
		2023			2023		Life
Computer and Telecom equipment	$	1,282,856		$	1,274,030		5 years
Less: Accumulated depreciation		(1,199,245	)		(1,184,318	)
Total	$	83,611		$	89,712

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CLAIMS (Tables)

3 Months Ended

Oct. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of claims

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9,210
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,309
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	25,000

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CORPORATE HISTORY AND BACKGROUND ON MERGER (Narrative) (Details) - Share Exchange Agreement [Member] - shares			1 Months Ended
	Apr. 13, 2016	Feb. 02, 2015	Apr. 25, 2016	Oct. 25, 2021
Telecom Financial Services Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage				100.00%
Tanaris Power Holdings, Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage		100.00%
Percentage of issued and outstanding common stock		51.00%
Tanaris Power Holdings, Inc [Member] | Hammer Fiber Optics Investments, Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of restricted shares issued			50,000,000
Number of shares acquired			20,000,000
Reverse split	1 for 1,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	Oct. 31, 2023
Property, Plant and Equipment [Line Items]
Property plant and equipment depreciation method	us-gaap:StraightLineDepreciationMethodMember
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of fair value measurements (Details) - Recurring [Member] - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 0	$ 0
Warrant Liabilities	123,750	195,750
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Warrant Liabilities	0	0
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Warrant Liabilities	0	0
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Warrant Liabilities	$ 123,750	$ 195,750

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of changes in fair value (Details) - Level 3 [Member] - Recurring [Member] - USD ($)	3 Months Ended	12 Months Ended
	Oct. 31, 2023	Jul. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, January 1	$ 195,750	$ 213,750
Change in fair value of derivative liabilities	(72,000)	(35,862)
Balance, December 31	$ 123,750	$ 195,750

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Basic and Diluted Earnings (Loss) Per Share (Details) - shares	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Dilutive Securities Computation Of Basic And Diluted Earnings Per Share [Line Items]
Number of shares of potentially dilutive securities	1,505,172	1,398,276
Warrants [Member]
Dilutive Securities Computation Of Basic And Diluted Earnings Per Share [Line Items]
Number of shares of potentially dilutive securities	450,000	450,000
Convertible Promissory Notes [Member]
Dilutive Securities Computation Of Basic And Diluted Earnings Per Share [Line Items]
Number of shares of potentially dilutive securities	1,055,172	948,276

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Narrative) (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 04, 2022	Feb. 28, 2022	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Amount of customer prepayment			$ 5.38
Amount of stock issued conversion of promissory note			105,925	$ 297,364
Gain (Loss) on Extinguishment of Debt			$ 0	115,357
Convertible promissory note [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Market price per share	$ 0.355
Talos Victory Fund, Llc [Member] | Convertible promissory note [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Amount of stock issued conversion of promissory note	$ 297,364
Conversion price per share	$ 0.58
Gain (Loss) on Extinguishment of Debt	$ 115,357
Note Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant issuance expense		$ 97,196			$ 97,196
Warrant term		5 years
Maximum [Member] | Note Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant exercise price per share		$ 3			$ 3
Minimum [Member] | Note Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant exercise price per share		$ 1.5			$ 1.5
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Gain (Loss) on Extinguishment of Debt				0
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Gain (Loss) on Extinguishment of Debt				$ 115,357

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of operations (Details) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Revenues	$ 909,952	$ 799,460
Costs and expenses:
Cost of sales	648,876	592,329
Selling, general and administrative expenses	363,628	372,101
Depreciation expense	14,972	15,924
Total operating expenses	1,027,431	980,354
Operating loss	(117,479)	(180,894)
Other expenses
Other Income	3,015	0
Interest expense	(19,857)	(518)
Financing expenses		(67,289)
Warrant adjustment to Fair Value	72,000	49,892
Gain on extinguishment of convertible debt	0	115,357
Other expenses	(13,102)	(1,220)
Total other expense	27,621	96,222
Net income (loss)	$ (89,858)	$ (84,672)
Weighted average number of common shares outstanding - Diluted	62,553,508	61,713,953
Weighted average number of common shares outstanding - Basic	62,553,508	61,713,953
Loss per share - diluted	$ (0)	$ (0)
Loss per share - basic	$ (0)	$ (0)
Previously Reported [Member]
Statement of Comprehensive Income [Abstract]
Revenues		$ 799,699
Costs and expenses:
Cost of sales		592,329
Selling, general and administrative expenses		333,619
Depreciation expense		15,924
Total operating expenses		941,872
Operating loss		(142,173)
Other expenses
Interest expense		12,234
Financing expenses		0
Warrant adjustment to Fair Value		0
Gain on extinguishment of convertible debt		0
Other expenses		(13,208)
Total other expense		(974)
Net income (loss)		$ (143,147)
Weighted average number of common shares outstanding - Diluted		61,713,953
Weighted average number of common shares outstanding - Basic		61,713,953
Loss per share - diluted		$ (0)
Loss per share - basic		$ (0)
Revision of Prior Period, Adjustment [Member]
Statement of Comprehensive Income [Abstract]
Revenues		$ (239)
Costs and expenses:
Cost of sales		0
Selling, general and administrative expenses		38,482
Depreciation expense		0
Total operating expenses		0
Operating loss		0
Other expenses
Interest expense		(12,752)
Financing expenses		(67,289)
Warrant adjustment to Fair Value		49,892
Gain on extinguishment of convertible debt		115,357
Other expenses		11,988
Total other expense		0
Net income (loss)		$ 58,475

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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Previously reported consolidated statements of cash flows (Details) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (89,858)	$ (84,672)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	14,927	15,924
Warrant adjustment to fair value	(72,000)	(49,892)
Gain (Loss) on Extinguishment of Debt	0	115,357
Noncash interest expense	0	57,051
Changes in operating assets and liabilities:
Accounts receivable	(14,277)	(27,491)
Prepaid expenses	3,655	(5,338)
Accounts payable	109,006	140,376
Deferred revenue	(19,310)	10,882
Net cash provided by (used in) operating activities	(67,857)	(58,517)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(8,826)	(5,061)
Net cash provided by (used in) investing activities	(8,826)	(5,061)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans	(47,847)	(131,366)
Net cash provided by (used in) financing activities	95,688	(131,366)
Net increase (decrease) in cash		(194,944)
Cash, beginning of period	66,688	482,910
Cash, end of period	85,693	287,966
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	19,857	518
Cash paid for taxes	$ 35	1,220
Previously Reported [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		(143,147)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		14,924
Gain (Loss) on Extinguishment of Debt		0
Noncash interest expense		0
Changes in operating assets and liabilities:
Accounts receivable		(102,577)
Prepaid expenses		(5,422)
Accounts payable		122,965
Deferred revenue		(2,359)
Net cash provided by (used in) operating activities		(115,616)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(49,186)
Net cash provided by (used in) investing activities		(49,186)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans		(42,755)
Net cash provided by (used in) financing activities		(42,755)
Net increase (decrease) in cash		(207,557)
Cash, beginning of period		482,910
Cash, end of period		275,353
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest		0
Cash paid for taxes		1,220
Revision of Prior Period, Adjustment [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		58,475
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		1,000
Warrant adjustment to fair value		(49,892)
Gain (Loss) on Extinguishment of Debt		115,357
Noncash interest expense		57,051
Changes in operating assets and liabilities:
Accounts receivable		75,086
Prepaid expenses		84
Accounts payable		17,411
Deferred revenue		13,241
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		44,125
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans		(88,611)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest		518
Cash paid for taxes		$ 0

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DISCONTINUED OPERATIONS - Schedule of assets and liabilities of discontinued operations (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Current Assets
Cash	$ 0	$ 0
Accounts receivable	0	0
Other current assets	0	0
Total current assets	0	0
Assets
Property and equipment- net	0	0
Intangible assets	0	0
Total other assets	0	0
Total Assets	0	0
Current Liabilities
Accounts payable	545,994	545,994
Notes payable- related parties	0	0
Current portion of long-term notes payable - related parties	0	0
Accrued interest	0	0
Rent Concessions	0	0
Total current liabilities	545,994	545,994
Net assets (liabilities)	$ (545,994)	$ (595,994)

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PROPERTY AND EQUIPMENT - Schedule of property, plant and equipment (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Less: Accumulated depreciation	$ (1,199,245)	$ (1,184,318)
Total	$ 83,611	89,712
Computer, Telecom equipment & Software [Member]
Life	5 years
Property, Plant and Equipment, Gross	$ 1,282,856	$ 1,274,030

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INDEFINITE LIVED INTANGIBLE ASSETS (Narrative) (Details)	Oct. 31, 2023 USD ($)
Indefinite-lived Intangible Assets [Line Items]
Recognized indefinite lived intangible assets	$ 7,411,216

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RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($)				1 Months Ended					12 Months Ended
	Sep. 01, 2020	Aug. 15, 2020	May 12, 2020	Feb. 26, 2021	Jan. 19, 2021	Nov. 23, 2020	Mar. 26, 2020	Mar. 17, 2020	Jul. 31, 2020	Dec. 28, 2023	Dec. 13, 2023	Dec. 04, 2023	Dec. 01, 2023	Nov. 06, 2023	Nov. 03, 2023	Oct. 24, 2023	Oct. 17, 2023	Sep. 22, 2023	Aug. 31, 2023	Aug. 08, 2023	Jul. 06, 2023	Jun. 13, 2023	Jun. 07, 2023	May 23, 2023	May 05, 2023	Mar. 29, 2023	Nov. 14, 2022	Jul. 28, 2022	Jun. 22, 2022	Mar. 07, 2022	Feb. 28, 2022	Jan. 21, 2022	Jan. 15, 2022	Jan. 12, 2022	Dec. 28, 2021	Mar. 15, 2021	Mar. 09, 2021	May 05, 2020	Apr. 20, 2020	Aug. 24, 2019	Feb. 12, 2018
Promissory Note [Member]
Related Party Transaction [Line Items]
Face amount of debt	$ 100,000			$ 25,000	$ 75,000	$ 10,000				$ 25,000			$ 25,000	$ 25,000	$ 25,000	$ 25,000	$ 25,000	$ 25,000	$ 25,000	$ 25,000	$ 25,000	$ 16,500	$ 25,000	$ 25,000	$ 25,000	$ 9,000	$ 26,500	$ 27,000	$ 27,000	$ 25,000	$ 25,000	$ 4,000	$ 25,000	$ 7,600	$ 10,200	$ 25,000	$ 100,000
Interest rate	6.00%			6.00%	6.00%	6.00%																										6.00%	6.00%	6.00%		6.00%	6.00%
Frequency of periodic payment	payable at the end of the term			payable at the end of the term	payable at the end of the term	payable at the end of the term
Promissory Note [Member] | Related party one [Member]
Related Party Transaction [Line Items]
Face amount of debt																																								$ 12,000
Promissory Note [Member] | Related party two [Member]
Related Party Transaction [Line Items]
Face amount of debt																																								$ 6,000
Convertible promissory note [Member] | Erik Levitt [Member]
Related Party Transaction [Line Items]
Face amount of debt																																						$ 12,000	$ 36,300
Payments of debt			$ 12,000
Convertible promissory note [Member] | Andrea Levitt [Member]
Related Party Transaction [Line Items]
Face amount of debt																																									$ 12,000
Payments of debt									$ 4,500
Promissory note two [Member]
Related Party Transaction [Line Items]
Face amount of debt														$ 100,000
Promissory note three [Member]
Related Party Transaction [Line Items]
Face amount of debt											$ 20,000
Promissory note four [Member]
Related Party Transaction [Line Items]
Face amount of debt												$ 17,500
Stock Purchase Agreement [Member]
Related Party Transaction [Line Items]
Amount of transaction with related party		$ 10,000					$ 40,000	$ 25,000

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CONVERTIBLE DEBT (Narrative) (Details) - USD ($)				1 Months Ended	3 Months Ended
	Oct. 04, 2022	Oct. 04, 2022	Feb. 11, 2022	Feb. 17, 2022	Oct. 31, 2023	Oct. 31, 2022
Convertible Debt [Line Items]
Gross proceeds of debt					$ 143,535	$ 0
Mast Hill Fund [Member]
Convertible Debt [Line Items]
Debt instrument interest rate			12.00%
Maturity period			February 11, 2023
Principal or interest rate percentage			16.00%
Equity percentage			4.99%
Common stock exercise price per share			$ 0.58
Debt instrument conversion amount			$ 1,750
Warrants expiration period			five-year
Related Party One [Member]
Convertible Debt [Line Items]
Notes payable, related parties					24,253
Related Party Two [Member]
Convertible Debt [Line Items]
Notes payable, related parties					161,300
Related Party Three [Member]
Convertible Debt [Line Items]
Notes payable, related parties					12,000
Related Party Four [Member]
Convertible Debt [Line Items]
Notes payable, related parties					6,000
Related Party Five [Member]
Convertible Debt [Line Items]
Notes payable, related parties					7,500
Related Party Six [Member]
Convertible Debt [Line Items]
Notes payable, related parties					36,600
Related Party Seven [Member]
Convertible Debt [Line Items]
Notes payable, related parties					$ 616,035
Securities purchase agreement [Member] | Mast Hill Fund [Member]
Convertible Debt [Line Items]
Aggregate principal amount			$ 550,000
Original issue discount			55,000
Gross proceeds of debt			495,000
Common stock warrant purchase			475,000
Securities purchase agreement [Member] | Talos Victory Fund, Llc [Member]
Convertible Debt [Line Items]
Aggregate principal amount				$ 275,000
Original issue discount				27,500
Gross proceeds of debt				247,500
Common stock warrant purchase				237,500
Number of common shares issued on debt conversion	512,696	512,696
Securities purchase agreement [Member] | First Warrant [Member] | Mast Hill Fund [Member]
Convertible Debt [Line Items]
Common stock warrant purchase			$ 150,000
Equity percentage			4.99%
Common stock exercise price per share			$ 3
Securities purchase agreement [Member] | First Warrant [Member] | Talos Victory Fund, Llc [Member]
Convertible Debt [Line Items]
Common stock warrant purchase				$ 75,000
Common stock exercise price per share				$ 3
Securities purchase agreement [Member] | Second Warrant [Member] | Mast Hill Fund [Member]
Convertible Debt [Line Items]
Common stock warrant purchase			$ 150,000
Common stock exercise price per share			$ 1.5
Securities purchase agreement [Member] | Second Warrant [Member] | Talos Victory Fund, Llc [Member]
Convertible Debt [Line Items]
Common stock warrant purchase				$ 75,000
Common stock exercise price per share				$ 1.5

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INCOME TAXES (Narrative) (Details)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Income Tax Disclosure [Abstract]
Income tax rate	0.00%	0.00%

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STOCKHOLDERS' EQUITY (Narrative) (Details) - shares	Mar. 06, 2023	Oct. 04, 2022	Oct. 04, 2022
Class of Stock [Line Items]
Common stock issued	475,000
Talos Victory Fund, LLC [Member] | Securities purchase agreement [Member]
Class of Stock [Line Items]
Number of common shares issued on debt conversion		512,696	512,696

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COMMITMENTS AND LEASES (Narrative) (Details)	3 Months Ended
	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Description of operating lease	All leases are currently month-to-month and have no obligations pursuant to ASC 842. There are two month-to-month tenancy agreements for office space which are less than $2,000 per mo

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CLAIMS (Narrative) (Details)	3 Months Ended
	Oct. 31, 2023 USD ($)
Cross River [Member]
Loss Contingencies [Line Items]
Cash settlement of claim	$ 25,000

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CLAIMS - Schedule of claims (Details)	3 Months Ended
	Oct. 31, 2023 USD ($)
Calvi Electric v. Hammer Fiber Optics Inv, Ltd [Member]
Loss Contingencies [Line Items]
Amount of claim	$ 9,210
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd [Member]
Loss Contingencies [Line Items]
Amount of claim	17,309
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd [Member]
Loss Contingencies [Line Items]
Amount of claim	$ 25,000

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SUBSEQUENT EVENTS (Narrative) (Details)	Jan. 29, 2024 USD ($)
Promissory Note [Member] | Related party [Member] | Subsequent Events [Member]
Subsequent Event [Line Items]
Principal amount	$ 50,000