10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

  X . ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2016

Commission file number 000-1539680

HAMMER FIBER OPTICS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

NEVADA	98-1032170
(State or Other Jurisdiction of Incorporation of Organization)	(I.R.S. Employer Identification No.)

311 Broadway

Point Pleasant Beach, NJ 08742

(Address of principal executive offices)

844-413-2600

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes. No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes. No X .

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K..

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 definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer.   Accelerated filer.   Non-accelerated filer.   Smaller reporting company X .

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

As of October 31, 2016, the registrant’s outstanding stock consisted of 60,503,341 common shares.

1

EXPLANATORY NOTE

The purpose of this Amendment No. 2 to the Annual Report of Hammer Fiber Optics, Inc. (the “Company”) on Form 10-K for the period ended July 31, 2016, filed with the Securities and Exchange Commission on March 17, 2017 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-K.  This Amendment No. 2 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

1.

Financial statements for our company are listed in the index under Item 8 of this document

2.

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibit
Number	Description of Exhibit	Filing
2.02	Agreement and Plan of Merger by and between the Company and its wholly owned subsidiary Hammer Fiber Optics Holdings Corp.	Filed with the SEC on June 14, 2016, as part of our Current Report on Form 8-K.
3.01a	Articles of Incorporation	Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.
3.01b	Articles of Merger Dated February 20, 2015	Intended to be Filed with the SEC on March 1, 2015, as part of our Current Report on Form 8-K. The Exhibit was not attached, accordingly the Articles of Merger was filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.
3.01c	Articles of Merger Dated April 13, 2016	Filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.
3.02	Bylaws	Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.
10.01	Share Exchange Agreement by and among the Company, Hammer Fiber Optic Investments Ltd. and the shareholders of Hammer Fiber Optic Investments Ltd.	Filed with the SEC on April 28, 2016, as part of our Current Report on Form 8-K.
10.02	Material Contract for exclusive distribution rights	Filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.
31.1	Sec. 302 Certification of Chief Executive Officer	Filed herewith
31.2	Sec. 302 Certification of Principal Financial Officer	Filed herewith
32.1	Sec. 906 Certification of Chief Executive Officer	Filed herewith
32.2	Sec. 906 Certification of Principal Financial Officer	Filed herewith
101	XBRL	Filed herewith

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	HAMMER FIBER OPTICS HOLDINGS CORP.
Date: March 21, 2017		/s/ Mark Stogdill
		Mark Stogdill
		President and Principal Executive Officer
Date: March 21, 2017		/s/ Michael Cothill
		Michael Cothill
		Chairman and Principal Financial Officer
Date: March 21, 2017		/s/ Michael Sevell
		Michael Sevell
		Director
Date: March 21, 2017		/s/ Dennis W. Doll
		Dennis W. Doll
		Director

4

EX-31.1

EXHIBIT 31.1

HAMMER FIBER OPTICS HOLDINGS CORP.

Certification of the Chief Executive Officer Pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14

I, Mark Stogdill, certify that:

1. I have reviewed this Annual Report on Form 10-K, of Hammer Fiber Optics Holdings Corp.;

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 Principal Executive 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 I have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 to be designed under my 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 my 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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s 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.

March 21, 2017	/s/ Mark Stogdill
	Principal Executive Officer

EX-31.2

EXHIBIT 31.2

HAMMER FIBER OPTICS HOLDINGS CORP.

Certification of the Chief Executive Officer Pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14

I, Michael Cothill, certify that:

1. I have reviewed this Annual Report on Form 10-K, of Hammer Fiber Optics Holdings Corp.;

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 Principal Executive 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 I have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 to be designed under my 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 my 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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s 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.

March 21, 2017	/s/ Michael Cothill
	Principal Financial Officer

EX-32.1

EXHIBIT 32.1

HAMMER FIBER OPTICS HOLDINGS CORP.

Certification of the Chief Executive Officer Pursuant to

18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the accompanying Annual Report on Form 10-K of Hammer Fiber Optics Holdings Corp. (the “Company”) for the year ended July 31, 2016 (the “Report”), I, Mark Stogdill, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 21, 2017

/s/ Mark Stogdill

Principal Executive Officer

EX-32.2

EXHIBIT 32.2

HAMMER FIBER OPTICS HOLDINGS CORP.

Certification of the Chief Executive Officer Pursuant to

18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the accompanying Annual Report on Form 10-K of Hammer Fiber Optics Holdings Corp. (the “Company”) for the year ended July, 2016 (the “Report”), I, Michael Cothill, Chairman and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 21, 2017

/s/ Michael Cothill

Principal Financial Officer

XML

Document and Entity Information - USD ($)	12 Months Ended
	Jul. 31, 2016	Oct. 31, 2016	Jan. 31, 2016
Document and Entity Information:
Entity Registrant Name	HAMMER FIBER OPTICS HOLDINGS CORP
Document Type	10-K
Document Period End Date	Jul. 31, 2016
Trading Symbol	hmmr
Amendment Flag	true
Entity Central Index Key	0001539680
Current Fiscal Year End Date	--07-31
Entity Common Stock, Shares Outstanding		60,503,341
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Entity Public Float			$ 0
Amendment Description	TRUE

XML

Consolidated Balance Sheets - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Current Assets
Cash	$ 563,754	$ 1,384,527
Other current assets	82,011	0
Note receivable, short-term	815,000	0
Total current assets	1,460,765	1,384,527
Other Assets
Property and equipment, net	5,122,383	1,227,088
Intangible assets	18,934	10,550
Notes receivable, long-term	235,000	0
Total other assets	5,376,317	1,237,638
TOTAL ASSETS	6,837,082	2,622,165
CURRENT LIABILITIES
Accounts payable	651,215	0
Notes payable	28,040	83,000
Notes payable - related party	933,333	0
Accrued interest	201,684	4,130
Total current liabilities	1,814,272	87,130
Notes payable..	14,022	0
Notes payable - related party..	2,167,167	0
TOTAL LIABILITIES	3,995,461	87,130
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 250,000,000 shares authorized, 60,503,341 and 10,464,980 shares issued and outstanding, respectively	60,503	10,465
Additional paid-in capital	5,422,284	2,988,524
Stock subscriptions	0	(4,000)
Accumulated deficit	(2,641,166)	(459,954)
Total Stockholders' Equity	2,841,621	2,535,035
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 6,837,082	$ 2,622,165

XML

Consolidated Balance Sheets Parentheticals - $ / shares	Jul. 31, 2016	Jul. 31, 2015
Parentheticals
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, shares issued	60,503,341	10,464,980
Common Stock, shares outstanding	60,503,341	10,464,980

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Revenues {1}
REVENUE	$ 0	$ 0
OPERATING EXPENSES
General and administrative	1,704,010	448,314
Depreciation expense	302,458	0
Total operating expenses	2,006,468	448,314
LOSS FROM OPERATIONS	(2,006,468)	(448,314)
OTHER INCOME AND EXPENSE
Interest expense	(201,684)	5,130
Interest income	2,841	0
Other Income	17,212	0
Total other income (expense)	(181,631)	(5,130)
NET LOSS	$ (2,188,099)	$ (453,444)
Weighted average number of common shares outstanding - basic and diluted	59,821,788	88,961
Loss per common share - basic and diluted	$ (0.04)	$ (5.10)

XML

Consolidated Statement of Stockholders' Equity - USD ($)	Common Stock (Post-split) Shares	Common Stock (Post-split) Amount	Additional Paid-in Capital	Stock Subscription Receivable	Accumulated Deficit	Total Stockholders' Equity
Balance, at Jul. 31, 2014					(6,510)	(6,510)
Cash received for stock subscription				$ (4,000)		$ (4,000)
Forgiveness of related party debt			$ 20,000			20,000
Share issuance costs			$ (50,000)			$ (50,000)
Common stock issued for cash	10,464,980	10,465	3,018,524			3,028,989
Net loss for the period ended July 31, 2015					$ (453,444)	$ (453,444)
Balance at Jul. 31, 2015	10,464,980	10,465	2,988,524	(4,000)	(459,954)	2,535,035
Cash received for subscription receivable				$ 4,000		$ 4,000
Common stock issued for cash	36,902,820	36,903	2,299,420			2,336,323
Common stock issued for services	2,632,200	2,632	144,843			147,475
Recapitalization	$ 10,503,341	$ 10,503	$ (10,503)		$ 6,887	$ 6,887
Net loss for the period ended July 31, 2016					$ (2,188,099)	$ (2,188,099)
Balance at Jul. 31, 2016	60,503,341	60,503	5,422,284		(2,641,166)	2,841,621

XML

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Cash flows from operating activities:
Net loss	$ (2,188,099)	$ (453,444)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	302,458	5,122
Increase in Other Current Assets	(82,011)	0
Increase in Accounts Payable	350,848	0
Accrued interest	197,554	4,130
Services received for Common Stock Issued	147,475	0
Net cash used in operating activities	(1,271,775)	(444,192)
Cash flows from investing activities:
Acquisition of property and equipment	(3,834,417)	(54,613)
Acquisition of Intangible Assets	(8,384)	(10,550)
Capitalized expenses	0	(1,144,522)
Cash lent in lieu of Note Receivable	(1,050,000)	0
Net cash used in investing activities	(4,892,801)	(1,209,685)
Cash flows from financing activities:
Proceeds from loans payable	3,400,500	320,000
Repayment of loans payable	(397,020)	(267,000)
Proceeds from issuance of shares	2,340,323	3,024,989
Payment of share issuance costs	0	(50,000)
Net cash provided by financing activities	5,343,803	3,027,989
Net change in cash	(820,773)	1,374,112
Cash at beginning of period	1,384,527	10,415
Cash at end of period	563,754	1,384,527
Supplemental disclosures of cash flows information:
Interest paid	0	1,000
Taxes paid	0	0
Non-cash investing and financing activities:
Forgiveness of related party debt classified as additional paid in capital	0	20,000
Purchase of property and equipment with accounts payable	323,843	0
Purchase of property and equipment with Notes Payable	56,082	0
Common Stock issued for recapitalization	10,503	0
Common Stock issued for services received	$ 147,475	$ 0

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Jul. 31, 2016

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Fiber Optics Holdings Corp. (formerly Tanaris Power Holdings, Inc.) is an alternative telecommunications carrier that is poised to position itself as the premier provider of high capacity broadband through its wireless access network in the New Jersey [Southern and Central region] and the New Jersey Shore. Our goal is to provide network access to under-served markets along the transatlantic landing corridors that contains the flexibility to deliver cutting edge solutions to data centers, carriers and other various communication providers, aggregators, enterprise and poorly served residential broadband customers. In addition, the Company has a clear expansion plan to strategically partner with existing Wireless Internet Service Providers (WISP) to bring its Hammer Wireless technology to rural markets across the country.

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CORPORATE HISTORY AND BACKGROUND ON MERGER

12 Months Ended

Jul. 31, 2016

ORGANIZATION AND DESCRIPTION OF BUSINESS {2}

CORPORATE HISTORY AND BACKGROUND ON MERGER

NOTE 2 – CORPORATE HISTORY AND BACKGROUND ON MERGER

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

On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the 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 a Share Exchange Agreement (the “Share Exchange Agreement”) with Hammer Fiber Optics Investments, Ltd., a Delaware corporation (“HFOI”), and the controlling stockholders of HFOI (the “HFOI Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the “HFOI Shares”) and in exchange the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the “HMMR Shares”). As a result of the Share Exchange Agreement, HFOI shall become a wholly owned subsidiary of the Company.

On April 13, 2016, our board of directors approved a Plan of Merger (the “Plan of Merger”) under Nevada Revised Statutes (NRS) Section 92A.180 to merge (the “Merger”) with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings, Inc. to Hammer Fiber Optics Holdings Corp. The Plan of Merger also provides for a 1 for 1,000 exchange ratio for shareholders of both the Company and HFO Holdings, which had the effect of a 1 for 1,000 reverse split of our common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to FINRA for its review and approval.

On May 3, 2016, the Financial Industry Regulatory Authority (“FINRA”) approved our merger with our wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp. (“HFO Holdings”). Accordingly, thereafter the Company’s name was changed and our shares of common stock began trading under our new ticker symbol “HMMR” as of May 27, 2016. The merger was effected on July 19 ^th 2016 as the terms of the merger execution were met with the filing of the Super 8-K which was filed with the SEC on July 21st.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jul. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present the disclosure requirements of Topic 915.

Use of estimates

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

Start-up costs

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Cash and cash equivalents

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

Property and equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over the two- year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Capitalized software Costs

The Company accounts for software development costs which consist of costs to develop software programs to be used to meet the Company’s internal needs in accordance with Statement of Position (“SOP”) No. 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use . Costs incurred during the application development stage for software programs are capitalized. These costs consist primarily of direct costs incurred for professional services provided by third parties and compensation costs of employees which relate to software developed for internal use during the application stage. Costs incurred in the preliminary project stage of development and the post-implementation stage are expensed in the periods when they are incurred. Capitalized software costs are included in property and equipment, net and will be amortized over the estimated useful life of the software. The Company has not yet completed its application stage of the software and will assess the estimated useful life upon completion.

Impairment of long-lived assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses.

Notes Receivable

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Indefinite lived intangible assets

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company did not record any impairments during 2016.

The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company did not recognize any impairment charges related to goodwill or indefinite lived intangible assets during 2016.

Revenue recognition

The Company’s revenues consist primarily of subscription agreements for its broadband internet, phone and video services. Services are monthly to subscribers. The company recognizes revenues when cash payment for services is received. Revenue is recognized after service is provided and the customer has accepted the goods.

Research and development costs

Research and development costs are expensed as incurred.

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair value measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

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

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company has no assets or liabilities valued at fair value on a recurring basis.

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation. Hammer Wireless Corporation is a wholly-owned subsidiary of Hammer Fiber Optics Holdings Corp. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiary are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated.

Basic and Diluted Earnings (Loss) per Common Share

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of July 31, 2016 and 2015, there were no common stock equivalents outstanding.

Recent accounting pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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GOING CONCERN

12 Months Ended

Jul. 31, 2016

GOING CONCERN:

GOING CONCERN

NOTE 4 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception and has sustained an accumulated loss of $2,641,166 for the period from inception to July 31, 2016. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to increase revenues and its ability to receive capital from third parties. No assurance can be given that the Company will be successful in these efforts.

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

Company management plans to address these going concerns by raising additional capital through the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization will be considered through other avenues, such as institutional financing for future projects.

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PROPERTY AND EQUIPMENT

12 Months Ended

Jul. 31, 2016

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

As of July 31, 2015, property and equipment consisted of:

		Amount	Life
Computer software	$	20,427	3 years
Computer hardware		709,802	5 years
Furniture and fixtures		15,478	5 years
Capitalized labor costs		536,503
		1,282,210
Less accumulated depreciation		(5,122)
Depreciation expense on software, hardware,	$	1,277,088

As of July 31, 2016, property and equipment consisted of:

		Amount	Life
Computer and Telecom equipment	$	3,398,440	5 years
Office equipment, furniture, fixtures		82,460	5-6 years
Computer software		63,508	3 years
Capitalized labor costs		1,880,554
		5,424,962
Less accumulated depreciation		(302,579)
	$	5,122,383

Depreciation expense was $297,457 and $5,130 for the years ended July 31, 2016 and 2015, respectively.

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INDEFINITE LIVED INTANGIBLE ASSETS

12 Months Ended

Jul. 31, 2016

INDEFINITE LIVED INTANGIBLE ASSETS

INDEFINITE LIVED INTANGIBLE ASSETS

NOTE 6 – INDEFINITE LIVED INTANGIBLE ASSETS

There were no indefinite lived intangible assets recognized in 2015. There were $18,943 of recognized indefinite lived intangible assets. These assets are not amortized and are evaluated yearly for impairment. If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the 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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NOTES PAYABLE

12 Months Ended

Jul. 31, 2016

NOTES PAYABLE

NOTES PAYABLE

NOTE 7 – NOTES PAYABLE

During the fiscal year ended July 31, 2015, the Company entered into guaranteed investment agreements with 15 individuals (“investors”). In connection with the agreements the investors loaned the Company an aggregate of $85,000, and will be issued an aggregate of 154,500 shares of the Company’s common stock upon the initial share distribution of the Company. Upon the Company obtaining investment funding of $1,500,000, the Company will repay the invested amounts. The Company has accounted for the shares to be issued as interest expense and has accrued interest on the amounts. The shares to be issued have been valued based on the price per share that the Company is offering its common stock in a private placement at $0.01 per share. As of July 31, 2015 the balance of the loans payable was $83,000. During the period from inception to July 31, 2015, the Company has accrued $1,280 of interest on these agreements. These loans were paid back in fiscal year 2016.

The Company entered into two guaranteed loan agreements with a member of its board of directors and a stockholder (“Lender”) for an aggregate amount of $285,000. On April 24, 2015, the Company repaid the loans, net of a discount of $20,000 in the amount of $265,000. In accordance with ASC 470-50-40-2 the gain on the extinguishment of debt with the related party of $20,000 has been recorded as an equity transaction. Interest accrued on these loans was $2,850 for the year ending July 31, 2015.

During the current fiscal year 2016, the Company entered into two promissory note with a related party (“Lender”) for an aggregate amount of $2,400,000 and $1,000,000 respectively. The $2,400,000 matures on December 31, 2018. The terms of the loan consist of 10 principal and interest payments made quarterly in the amount of $300,000 giving the loan a $3,000,000 payback at the date of maturity. As of July 31, 2016 the Company had a balance of $2,700,000. The $1,000,000 loan matures on June 9th, 2018 at which point the Company will pay the full principal plus 3% interest which shall accrue until the loan becomes payable.

On January 20, 2016, The Company entered into a financing agreement with a third party whereby the Company acquired equipment in exchange for a note payable, with a maturity date of November 1, 2017. The balance of this note was $42,062 as of July 31, 2016.

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NOTES RECEIVABLE

12 Months Ended

Jul. 31, 2016

NOTES RECEIVABLE:

NOTES RECEIVABLE

NOTE 8 – NOTES RECEIVABLE

During fiscal year ended July 31st, 2016 the company entered into a loan agreement with MEK Investments Inc. for an aggregate amount of $235,000. The Company is set to recover the loan amount plus 3% interest through a payback of the loan by or on its maturity date of June 30th, 2018.

The Company also entered into an agreement with Zena Capital LLC for the aggregate amount of $1,000,000. ZENA shall repay the loan at a rate of $185,000 per month for 5 months with a final payment of $75,000 in month 6 plus accumulated interest. Zena is currently in default on this agreement.

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INCOME TAXES

12 Months Ended

Jul. 31, 2016

INCOME TAXES

INCOME TAXES

NOTE 9 - INCOME TAXES

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense.

The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2015, to the Company’s effective tax rate is as follows:

Income tax expense (benefit) provision at statutory rate	$	(181,000)
Change in valuation allowance		181,000
Income tax (benefit) provision	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of July 31, 2015 are as follows:

Net operating loss	$	183,600
Valuation allowance		(183,600)
Net deferred tax asset	$	-

The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2016, to the Company’s effective tax rate is as follows:

Income tax expense (benefit) provision at statutory rate	$	(2,188,099)
Change in valuation allowance		2,188,099
Income tax (benefit) provision	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of July 31, 2016 are as follows:

Net operating loss	$	2,188,099
Valuation allowance		(2,188,009)
Net deferred tax asset	$	-

The Company has approximately $2,188,099 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expires in fiscal 2036. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

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STOCKHOLDERS' EQUITY

12 Months Ended

Jul. 31, 2016

STOCKHOLDERS' EQUITY:

STOCKHOLDERS' EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

Authorized stock

On January 4, 2015, the Company amended its Articles of Incorporation to provide for an additional class of shares, Class “A” shares and Class “B” shares. Class A shares carried redemption rights at the sole discretion of the Board of Directors, with no fixed redemption date and no voting rights. Class A shares were redeemable at their face value prior to any declared dividends becoming payable to holders of Class B shares. During the year ended July 31, 2015, the Company issued 2,092,996 Class A shares and 2,092,996 Class B shares for proceeds of $3,028,989. During the year ended July 31, 2016, the Company further issued 759,619 additional Class A shares and 992,481 additional Class B shares, for proceeds of $3,140,094

On April 25, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Tanaris Power Holdings, Inc., a publicly traded company, with the intent to effect a merger. Prior to a merger with Tanaris Power Holdings, the Company authorized and issued 50,000,000 Class B shares with a par value of $0.00001 per share. Pursuant to the Share Exchange Agreement, Tanaris was to acquire 20,000,000 Class B shares in exchange for 50,000,000 (post-Merger) restricted shares of Tanaris. As a result of the Share Exchange Agreement, the Company would become a wholly owned subsidiary of Tanaris. The Financial Industry Regulatory Authority (“FINRA”) approved the merger and the Share Exchange Agreement closed on July 19, 2016. The merger was accounted for as a reverse acquisition, with the Company being the surviving entity.

Following the merger, the Company now has 60,503,341 common shares outstanding with a par value of $0.001 per share. The Class A shares have been redeemed and converted to Class B common stock and as a result, the company currently has only one class of common stock. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Jul. 31, 2016

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 11 – RELATED PARTY TRANSACTIONS

See Note 7 regarding loans received from related parties. Such transactions include a loan received from a member of the Company’s board of directors and a stockholder, and the treatment of a gain on extinguishment of $20,000 relating to repayment of the debt which was recorded as a capital transaction.

During the year ended July 31, 2015, pursuant to an agreement, the Company paid direct expenses of an entity owned by a family member of the Company’s founder and CEO for the use of the entity’s office space in the amount $35,070 which are included in general and administrative expenses on the accompanying statement of operations.

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COMMITMENTS AND LEASES

12 Months Ended

Jul. 31, 2016

COMMITMENTS AND LEASES

COMMITMENTS AND LEASES

NOTE 12 – COMMITMENTS AND LEASES

The Company is committed under three operating leases for its office and facilities. Each lease is for a two-year period commencing January 1, 2015 at a rate of $1,800 per month, March 1, 2015 at a rate of $1,900 per month and July 1st at $1,600 respectively. The lease commencing January 1st 2015 will end on December 31st 2016 and will not be renewed. The company also rents two roof top locations for its wireless network equipment for $1,975 and $1,637 respectively monthly recurring. Each of these leases are 5-year agreements with additional options up to 15 additional years. The Company is also committed to long term technical agreements governed under service orders with several different major telecommunications operators for access to dark fiber in conjunction with rack space and power at data centers for a total of $77,800 a month recurring.

Future Minimum Lease Payments

Year End 2016 -	$21,349.22
Year End 2017 -	$25,349.76
Year End 2018 -	$20,849.76
Year End 2019 -	$12,162.36

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CHANGES IN STOCK CLASSES

12 Months Ended

Jul. 31, 2016

CHANGES IN STOCK CLASSES

CHANGES IN STOCK CLASSES

NOTE 13 – CHANGES IN STOCK CLASSES

Hammer Fiber Optic Investments Ltd (HFOI), the accounting acquirer in the merger between HFOI and Tanaris Power Holdings had prior to the merger amended its Articles of Association to provide for an additional class of shares to incentivize early stage investors in participating in the initial capitalization of the company. An “A” class share held by prospective investors by way of a Private Placement Memorandum (“PPM”) in reliance on the Securities Act of 1933 Regulation D which was filed with the SEC as a Notice of Exempt Offering of Securities, was implemented. Class “A” shares carried redemption rights at the sole discretion of the Board of Directors with no fixed redemption date and no voting rights. Prior to the merger HFOI enacted an Irrevocable Stock Power with its “A” class shareholders and converted the Class “A” to the corresponding number of shares of common stock in the newly merged entity Hammer Fiber Optics Holding Corp (HMMR). The converted shares certificates are held in trust by the Company under the original terms and conditions of the agreement between the company and the applicable shareholders.

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SUBSEQUENT EVENTS

12 Months Ended

Jul. 31, 2016

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

As of October 10, 2016 the Company entered into a short term loan agreement with a previous investor for $100,000.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jul. 31, 2016

Summary of Significant Accounting Policies (Policies)

Basis of Presentation

Basis of presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present the disclosure requirements of Topic 915.

Use of Estimates

Use of estimates

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

Start-up costs

Start-up costs

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Cash and cash equivalents

Cash and cash equivalents

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

Property and equipment

Property and equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over the two- year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Capitalized software costs

Capitalized software Costs

The Company accounts for software development costs which consist of costs to develop software programs to be used to meet the Company’s internal needs in accordance with Statement of Position (“SOP”) No. 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use . Costs incurred during the application development stage for software programs are capitalized. These costs consist primarily of direct costs incurred for professional services provided by third parties and compensation costs of employees which relate to software developed for internal use during the application stage. Costs incurred in the preliminary project stage of development and the post-implementation stage are expensed in the periods when they are incurred. Capitalized software costs are included in property and equipment, net and will be amortized over the estimated useful life of the software. The Company has not yet completed its application stage of the software and will assess the estimated useful life upon completion.

Impairment of long-lived assets

Impairment of long-lived assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses.

Notes receivable

Notes Receivable

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Indefinite lived intangible assets

Indefinite lived intangible assets

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company did not record any impairments during 2016.

The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company did not recognize any impairment charges related to goodwill or indefinite lived intangible assets during 2016.

Revenue recognition

Revenue recognition

The Company’s revenues consist primarily of subscription agreements for its broadband internet, phone and video services. Services are monthly to subscribers. The company recognizes revenues when cash payment for services is received. Revenue is recognized after service is provided and the customer has accepted the goods.

Research and development costs

Research and development costs

Research and development costs are expensed as incurred.

Income Taxes

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair value measurements

Fair value measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

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

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company has no assets or liabilities valued at fair value on a recurring basis.

Consolidation of financial statements

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation. Hammer Wireless Corporation is a wholly-owned subsidiary of Hammer Fiber Optics Holdings Corp. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiary are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated.

Basic and Diluted Earnings (Loss) per Common Share

Basic and Diluted Earnings (Loss) per Common Share

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of July 31, 2016 and 2015, there were no common stock equivalents outstanding.

Recent Accounting Pronouncements

Recent accounting pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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Property, Plant, and Equipment (Tables)

12 Months Ended

Jul. 31, 2016

Property, Plant, and Equipment (Tables):

Property, Plant and Equipment

As of July 31, 2015, property and equipment consisted of:

		Amount	Life
Computer software	$	20,427	3 years
Computer hardware		709,802	5 years
Furniture and fixtures		15,478	5 years
Capitalized labor costs		536,503
		1,282,210
Less accumulated depreciation		(5,122)
Depreciation expense on software, hardware,	$	1,277,088

As of July 31, 2016, property and equipment consisted of:

		Amount	Life
Computer and Telecom equipment	$	3,398,440	5 years
Office equipment, furniture, fixtures		82,460	5-6 years
Computer software		63,508	3 years
Capitalized labor costs		1,880,554
		5,424,962
Less accumulated depreciation		(302,579)
	$	5,122,383

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INCOME TAXES (Tables)

12 Months Ended

Jul. 31, 2016

INCOME TAXES (Tables):

Summary of Income Tax

The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2015, to the Company’s effective tax rate is as follows:

Income tax expense (benefit) provision at statutory rate	$	(181,000)
Change in valuation allowance		181,000
Income tax (benefit) provision	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of July 31, 2015 are as follows:

Net operating loss	$	183,600
Valuation allowance		(183,600)
Net deferred tax asset	$	-

The reconciliation of income tax benefit at the U.S. statutory rate of 35% for the fiscal year ended July 31, 2016, to the Company’s effective tax rate is as follows:

Income tax expense (benefit) provision at statutory rate	$	(2,188,099)
Change in valuation allowance		2,188,099
Income tax (benefit) provision	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of July 31, 2016 are as follows:

Net operating loss	$	2,188,099
Valuation allowance		(2,188,009)
Net deferred tax asset	$	-

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CORPORATE HISTORY AND BACKGROUND ON MERGER (Details) - shares	Apr. 25, 2016	Apr. 13, 2016	Feb. 02, 2015
CORPORATE HISTORY AND BACKGROUND ON MERGER DETAILS
Company acquired Tanaris Power Holdings, Inc. issued and outstanding common stock			100.00%
Company's common stock equal to issued and outstanding common stock in exchange for shares			51.00%
Company acquired shares of common stock of HFOI from HFOI shareholders	20,000,000
Company issued HFOI Shareholders restricted shares of its common stock	50,000,000
Reverse split of 1 share of common stock for		1,000

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GOING CONCERN (Details)	12 Months Ended
	Jul. 31, 2016 USD ($)
GOING CONCERN DETAILS
Sustained a loss	$ 2,641,166

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
PROPERTY AND EQUIPMENT DETAILS
Computer software Life 3 years	$ 63,508	$ 20,427
Computer hardware Life 5 years		709,802
Furniture and fixtures Life 5 years		15,478
Capitalized labor costs	1,880,554	536,503
Property and equipment gross	5,424,962	1,282,210
Less accumulated depreciation	(302,579)	(5,122)
Depreciation expense on software, hardware,	5,122,383	1,277,088
Computer and Telecom equipment Life 5 years	3,398,440
Office equipment, furniture, fixtures Life 5 to 6 years	82,460
Depreciation expense	$ 297,457	$ 5,130

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INTANGIBLE ASSETS (Details)	Jul. 31, 2016 USD ($)
INTANGIBLE ASSETS DETAILS
Indefinite lived intangible assets	$ 18,943

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NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
NOTES PAYABLE DETAILS
Investors loaned		$ 85,000
Issued an aggregate shares of common stock		154,500
Investment funding		$ 1,500,000
Company is offering its common stock in a private placement per share		$ 0.01
Balance of loans payable		$ 83,000
Company has accrued interest on these agreements		1,280
Loan agreements with a member of board of directors and a stockholder		285,000
Net of a discount		20,000
Repaid the loans in amount		265,000
Gain on the extinguishment of debt with the related party		20,000
Interest accrued on these loans		$ 2,850
Company entered into promissory note 1 with a related party	$ 2,400,000
Company entered into promissory note 2 with a related party	1,000,000
Principal and interest payments made quarterly in the amount	300,000
Loan a payback	3,000,000
Company had a balance	$ 2,700,000
Company will pay principal plus interest in percentage	3.00%
Balance of this note	$ 42,062

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NOTES RECEIVABLE (Details)	12 Months Ended
	Jul. 31, 2015 USD ($)
NOTES RECEIVABLE DETAILS
Company entered into a loan agreement with MEK Investments Inc amount	$ 235,000
Loan amount plus interest	3.00%
Company entered into a loan agreement with Zena Capital LLC amount	$ 1,000,000
Repay the loan at a rate per month for 5 months	185,000
Final payment in 6 month plus accumulated interest	$ 75,000

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Reconciliation of income tax benefit (Details) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Reconciliation of income tax benefit Details
Income tax expense (benefit) provision at statutory rate	$ (2,188,099)	$ (181,000)
Change in valuation allowance	2,188,099	181,000
Income tax (benefit) provision	$ 0	$ 0
Reconciliation of income tax benefit at the U.S. statutory rate	35.00%	35.00%

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Company's net deferred tax assets (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Company's net deferred tax assets Details
Net operating loss	$ (2,188,099)	$ 183,600
Valuation allowance	2,188,099	(183,600)
Net deferred tax asset	0	$ 0
Net operating losses ("NOL") carried forward to offset taxable income	$ 2,188,099

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CAPITAL STOCK (Details) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
CAPITAL STOCK Details
Authorized and issued common shares	50,000,000
Authorized and issued common shares with a par value of per share	$ 0.00001
Company issued Class A shares		2,092,996
Company issued Class B shares		2,092,996
Company issued Class B shares for proceeds		3,028,989
Proceeds had not been received		$ 4,000
Company issued an additional Class A shares	759,619
Company issued an additional Class B shares	992,481
Company issued an additional Class B shares for proceeds	3,140,094
Tanaris was to acquire Class B shares in exchange for 50,000,000 (post-Merger) restricted shares of Tanaris	20,000,000
Company now has common shares outstanding	60,503,341
Company now has common shares outstanding with a par value of per share	$ 0.001

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RELATED PARTY TRANSACTIONS (Details)	12 Months Ended
	Jul. 31, 2015 USD ($)
Related Party Transactions Details
Amount of direct expenses paid; included in general and administrative expense	$ 35,070

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COMMITMENTS AND LEASES (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015	Jul. 02, 2015	Mar. 01, 2015	Jan. 01, 2015
COMMITMENTS AND LEASES Details
Each lease is for a two-year period commencing at a rate per month			$ 1,600	$ 1,900	$ 1,800
Wireless network equipment	$ 1,975	$ 1,637
Power at data centers for a total month recurring	$ 77,800

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Future Minimum Lease Payments (Details)	Jul. 31, 2016
Future Minimum Lease Payments Details
Future Minimum Lease Payments 2016	21,349.22
Future Minimum Lease Payments 2017	25,349.76
Future Minimum Lease Payments 2018	20,849.76
Future Minimum Lease Payments 2019	12,162.36

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SUBSEQUENT EVENTS (Details)	Oct. 10, 2016 USD ($)
SUBSEQUENT EVENTS Details
Company entered into a short term loan agreement with a previous investor	$ 100,000