10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended January 31, 2021

[   ]  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.)

401 East 34^th Street, Suite #N27J, New York, NY 10016

(Address of principal executive offices)

(844) 413-2600

(Registrant’s telephone number)

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	[   ]
Accelerated Filer	[   ]	Smaller Reporting Company	[X]
Emerging Growth Company	[X]

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. [X].

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 January 31, 2021, there were 60,503,341 shares of the registrant’s $0.001 par value common stock issued and 54,902,756 shares outstanding.

1

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	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	20
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4.	OTHER INFORMATION	21
ITEM 5.	EXHIBITS	22

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.

Consolidated Balance Sheets

(Unaudited)

		January 31,		July 31,
		2021		2020
ASSETS
Current Assets
Cash and cash equivalents	$	60,483	$	73,931
Accounts receivable		552,003		431,350
Security Deposits		10,446		10,446
Prepaid expenses		41,888		48,797
Total current assets		664,820		564,524
Property and equipment, net		119,485		140,758
Intangible and other assets		3,151,275		3,156,656
Assets from Discontinued Operations		1,325,824		1,281,313
Total assets	$	5,261,404	$	5,143,251
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	1,311,886	$	1,206,664
Loans payable		477,674		448,302
Deferred Revenue		299,136		289,385
Total current liabilities		2,088,696		1,944,351
Liabilities from Discontinued Operations		4,373,205		8,538,423
Total Liabilities		6,461,901		10,482,774
Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 250,000,000 shares authorized 60,503,341 shares issued; 45,944,954 and 45,994,954 shares outstanding at October 31, and July 31, 2020, respectively		60,503		60,503
Additional paid-in capital		17,512,284		17,512,284
Accumulated deficit		(18,773,284)		(22,912,310)
Total Stockholder's Equity (Deficit)		(1,200,497)		(5,339,523)
Total Liabilities and Stockholders' Equity (Deficit)	$	5,261,404	$	5,143,251

See accompanying notes to consolidated financial statements.

4

Hammer Fiber Optics Holdings Corp

Consolidated Statements of Operations

(Unaudited)

		For the Three Months Ended				For the Six Months Ended
		January 31,				January 31,
		2021		2020		2021		2020
Revenues	$	508,848	$	410,784	$	$993,690	$	$944,299
Cost of sales		338,001		288,554		677,177		646,283
Selling, general and administrative expenses		182,328		233,393		343,567		444,273
Depreciation expense		12,627		10,934		24,882		21,868
Total operating expenses		532,956		532,881		1,045,626		1,112,424
Operating loss		(24,108)		(122,097)		(51,936)		(168,125)
Other expenses
Interest expense		6,204		8,139		14,857		11,598
Other expenses		14		337		68,192		337
Total other expenses		6,218		8,476		83,049		11,935
Loss Before Discontinued Operations		(30,326)		(130,573)		(134,985)		(180,060)
Income (Loss) From Discontinued Operations		4,286,673		(69,665)		4,274,011		(160,156)
Net income (loss)	$	4,256,347	$	(200,238)	$	4,139,026	$	(340,216)
Weighted average number of common shares outstanding - basic and diluted		60,503,341		60,503,341		60,503,341		60,503,341
Gain per share- basic and diluted
Continuing operations	$	-	$	-	$	-	$	-
Discontinued operations		0.07		-		0.07		(0.01)
Total	$	0.07	$	-	$	0.07	$	(0.01)

See accompanying notes to consolidated financial statements.

5

Hammer Fiber Optics Holdings Corp.
Consolidated Statement of Stockholders' Equity (Deficit)
(Unaudited)
												Total
								Additional				Stockholders'
	Common Stock			Treasury Stock				Paid-in		Accumulated		Equity
	Shares		Amount	Shares		Amount		Capital		Deficit		(Deficit)
Balance, July 31, 2019	60,503,341	$	60,503	15,408,387	$	-	$	17,201,784	$	(21,987,959)	$	(4,725,672)
Treasury shares issued for acquisition	-		-	(500,000)		-		230,000		-		230,000
Net loss for the quarter	-		-	-		-		-		(139,978)		(139,978)
Balance, October 31, 2019	60,503,341		60,503	14,908,387		-		17,431,784		(22,127,937)		(4,635,650)
Net loss for the quarter	-		-	-		-		-		(200,238)		(200,238)
Balance, January 31, 2020	60,503,341	$	60,503	14,908,387	$	-	$	17,431,784	$	(22,328,175)	$	(4,835,888)
Balance, July 31, 2020	60,503,341	$	60,503	14,558,387	$	-	$	17,512,284	$	(22,912,310)	$	(5,339,523)
Net loss for the quarter	-		-	-		-		-		(117,321)		(117,321)
Balance, October 31, 2020	60,503,341		60,503	14,558,387		-		17,512,284		(23,029,631)		(5,456,844)
Net income for the quarter	-		-	-		-		-		4,256,347		4,256,347
Balance, January 31, 2021	60,503,341	$	60,503	14,558,387	$	-	$	17,512,284	$	(18,773,284)	$	(1,200,497)
See accompanying notes to consolidated financial statements.

6

Hammer Fiber Optics Holdings Corp

Consolidated Statements of Cash Flows

(Unaudited)

		For the Six Months Ended
		January 31,
		2021		2020
OPERATING ACTIVITIES
Net income (loss)	$	4,139,026	$	(340,216)
(Income) Loss from discontinued operations		(4,274,011)		160,156
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		24,882		21,868
Changes in operating assets and liabilities:
Accounts receivable		(130,204)		(208,728)
Security deposits		-		-
Prepaid expenses		11,422		14,542
Accounts payable		105,004		278,266
Deferred revenue		17,341		7,278
Net cash provided by (used in) operating activities- continuing operations		(106,540)		(66,834)
Net cash provided by (used in) operating activities- discontinued operations		(60,995)		6,650
Net cash provided by (used in) operating activities		(167,535)		(60,184)
INVESTING ACTIVITIES
Purchase of property and equipment		(3,424)		(61,896)
Purchase of subsidiary equity		-		-
Net cash provided by (used in) investing activities- continuing operations		(3,424)		(61,896)
Net cash provided by (used in) investing activities- discontinued operations		-		-
Net cash provided by (used in) investing activities		(3,424)		(61,896)
FINANCING ACTIVITIES
Repayment of loans		(28,929)		-
Proceeds from loans		186,440		95,074
Net cash provided by (used in) financing activities- continuing operations		157,511		95,074
Net cash provided by (used in) financing activities- discontinued operations		-		-
Net cash provided by (used in) financing activities		157,511		95,074
Net increase (decrease) in cash		(13,448)		(27,006)
Cash, beginning of period		73,931		96,605
Cash, end of period	$	60,483	$	69,599
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	17,306	$	8,664
Cash paid for taxes	$	214	$	337

See accompanying notes to consolidated financial statements.

7

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Fiber Optics Holdings Corp. (“the Company”) is a telecommunications company investing in the future of wireless technology. Hammer’s “Everything Wireless” go to market strategy includes the development of high-speed fixed wireless service using its wireless fiber platform, Hammer Wireless® AIR, Mobility, Over-the-Top services such as voice, SMS and video collaboration services, the construction of smart city networks and hosting services including cloud and colocation.

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 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.

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HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial statements for the six months ending January 31, 2021 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, 2020, 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.

COVID-19 Pandemic Update

In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. Partly due to the COVID-19 pandemic, the Company shut down the operations of its’ Open Data Centers, LLC operations effective April 30, 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time.

On May 5, 2020, and on February 26, 2021 the Company’s 1stPoint Communications LLC subsidiary entered into two notes payable, each for $88,097 individually, with Bank of America, pursuant to the Paycheck Protection Program (“PPP Loan”) under the CARES Act. The loans remain outstanding at January 31, 2021. The Company has filed for loan forgiveness pursuant to the PPP Loan rules for the loan dated May 5, 2020 and has met the obligations for forgiveness. The Company intends to file for loan forgiveness for the second loan and also intends to meet the requirements as established by the PPP rules.

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.

9

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 2020, 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:

10

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries, which includes Shelcomm, Inc, Endstream Communications, LLC and American Network Inc.. 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 Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. are discontinued and are considered discontinued operations.

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. As of January 31, 2021, and January 31, 2020, there were no common stock equivalents outstanding.

Recent accounting pronouncements

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity- classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Company’s financial statements. The Company adopted ASU 2018-07 August 1, 2018.

In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Company’s financial statements during the period of adoption.

11

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

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 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.

NOTE 5 – 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 has been organizing the orderly transition of its customers to another colocation service.

12

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 5 – DISCONTINUED OPERATIONS (CONTINUED)

The following summarizes the assets and liabilities of the discontinue operations:

		January 31,		October 31,
		2021		2020
Assets
Current Assets
Cash	$	-	$	-
Accounts receivable		36,677		36,677
Other current assets		16,139		16,139
Total current assets		52,816		52,816
Other Assets
Property and equipment- net		1,227,821		1,227,821
Total other assets		1,227,821		1,227,821
Total Assets	$	1,280,637	$	1,280,637
Liabilities and Net Assets
Current Liabilities
Accounts payable	$	121,406	$	4,612,120
Notes payable- related parties		210,000		210,000
Notes payable		3,313,544		3,313,544
Accrued interest		382,474		382,474
Total current liabilities		4,027,424		8,518,138
Net assets (liabilities)	$	2,746,787	$	(7,237,501)

The following summarizes the operations of the discontinued operations:

		January 31, 2021		January 31, 2020
Revenue	$	-	$	152,492
Operating expenses
Operations and maintenance		-		208391
General and administrative		-		5,663
Depreciation and amortization		-		14,815
		-		228,869
Loss from operations		-		(76,377)
Other income (expense)		4,313,686		(3,698)
Interest expense		-		-
Total other income (expense)		-		(3,698)
Net Income	$	4,313,686	$	(80,075)

13

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 6 – COMMITMENTS AND LEASES

In discontinuing Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. the company no longer has any material long term leases or obligations.

NOTE 7 – PROPERTY AND EQUIPMENT

As of January 31, 2021 and January 31, 2020, property and equipment consisted of the following:

		January 31,		January 31,
		2021		2020	Life
Computer and Telecom equipment	$	432,739	$	494,871	5 years
Less: Accumulated depreciation		(313,254)		(353,113)
Total	$	119,485	$	140,758

NOTE 8 – INDEFINITE LIVED INTANGIBLE ASSETS

The Company has $3,156,221 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.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a related party for an aggregate amount of $2,400,000 and $1,000,000, respectively. The $2,400,000 note matured on January 4, 2019. The terms consist of ten principal and interest payments due quarterly in the amount of $300,000 for total payments of $3,000,000. The Company is currently in default on this loan. To date, the Company has made payments on this note amounting to $725,831. The payments were applied to interest accrued as of the time of payment as well as to principal. The principal balance was $2,294,067 at July 31, 2019 and 2018. The interest accrued was $219,434 at July 31, 2019.

The $1,000,000 note matured on June 9, 2018 at which time the principal became due in its entirety, in addition to simple interest accrued at 3%. The company is currently in default on this loan. However, in November 1, 2018, as a term of the Stock Purchase Agreements signed as part of the acquisition of Open Data Centers, LLC, 1stPoint Communications LLC and Endstream Communications LLC, this party agreed to convert this debt at $3 per share of Common Stock at a time of the Company’s choosing.

During the nine months ended April 30, 2020, the Company entered into a Stock Purchase Agreement with a related party on May 5, 2020 and May 30, 2020 in the amounts of $14,000 and $12,000 respectively. During the current fiscal year ending on July 31, 2020, the Company entered into convertible notes with Erik Levitt, the CEO of the company 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 Andrea Levitt, spouse of the CEO, Erik Levitt, 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 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 April 6, 2020, the Company entered into a promissory note for the sum of $36,300 with a related party. The note bears interest at a rate of 6%, payable quarterly.

On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a related party. The note bears interest at a rate of 6%, payable quarterly. 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 related party. These notes bear interest at a rate of 6%, payable quarterly and may be convertible into common stock at the Company’s option.

As of January 31, 2021, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet.

14

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 10 – INCOME TAXES

The Company’s 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. The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimate are required in the determination of the consolidated income tax expense. The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the quarter ended January 31, 2021 and 2020, to the Company’s effective tax rate is as follows:

		January 31,
		2021		2020
Income tax benefit provision at statutory rate	$	(24,637)	$	(29,395)
Change in valuation allowance		24,637		29,395
	$	-	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of January 31, 2021 and 20200 are as follows:

		January 31,		January 31,
		2021		2020
Net operating loss	$	4,901,121	$	4,876,484
Valuation allowance		(4,901,121)		(4,876,484)
	$	-	$	-

The Company has approximately $23,339,000 of NOL carried forward to offset taxable income in future years. The tax laws enacted in 2017 also changed the treatment of NOL. Prior to the change, NOL could be carried back up to two years and carried forward up to 20 years to offset taxable income. In the new tax law, the NOL that can be carried forward is limited to 80% of the taxable income, can no longer be carried back, but are allowed to be carried forward indefinitely. The new law will apply to NOL arising in tax years beginning December 31, 2017, hence, $3,000,000 of the NOL will be subject to the 80% limitation and will be carried forward indefinitely while $19,297,000 of the NOL will be carried forward for 20 years and will begin to expire in 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 period 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 assets relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

As of January 31, 2021 and January 31, 2020, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as a tax expense. No interest or penalties have been recorded during the quarters ended January 31, 2021 and January 31, 2020. As of January 31, 2021 and January 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2015 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

15

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 11 – STOCKHOLDERS’ EQUITY

Treasury Stock

In July 2016, certain shareholders of the Company contributed 9,291,670 restricted shares of their common stock to the Company’s wholly-owned subsidiary, Hammer Wireless Corporation (“Treasury Shares”), for the purpose of effecting acquisitions, joint ventures or other business combinations with third parties. According to ASC 810-10-45 Consolidations, these shares are accounted for as treasury stock.

On January 4, 2019 the Company repurchased 13,000,000 shares of restricted Common Stock from substantial related-party shareholders. The shares of common stock were repurchased by the Company at $0.0001 per share. The repurchased shares were added to the Treasury stock of the Company and intend to be used for the purposes of effecting mergers, acquisitions, joint ventures, contractual relations and may be issued to investors under private placement agreements.

16,341,085 shares have been issued from Treasury in conjunction with mergers and acquisitions, and operating activities. In connection with the Equity Purchase Agreement with Peak One, the Company issued 350,000 shares of treasury stock.

As a result of these transactions, the Company has a balance of 5,600,585 in Treasury.

NOTE 12 – 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.

NOTE 13 – CLAIMS

The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9209.69
15 Corporeate Place, LLC v. Open Data	$	1,621,529
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,308.58
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	273,220

Crown Castle Fiber was awarded a judgement of $1,544,621 in binding arbitration in the State of New Jersey. This judgment was vacated by Hammer Fiber Optics Investments Ltd. The Company was able to settle this amount for one sum of $60,000. This amount was delivered and the matter has been dismissed.

The Company settled the matters of Zayo Group v. Hammer Fiber Optics Investments Ltd and Zayo v. Open Data Centers, LLC in the amount of $2,561,370 for $90,000. This amount was delivered and both matters has been dismissed. The payment is recorded in the subsequent events below.

The claim by Horizon Blue Cross has not advanced.

The claim by Cross River Fiber has not advanced.

Hammer Fiber Optics Investments Ltd reached a settlement agreement with Iron Mountain for $50,000 and already delivered the first payment of $25,000.00 to resolve the matter. The settlement agreement is secured by Hammer Fiber Optics Holdings Corp. Iron Mountain has not delivered in full the equipment it promised to return to the parent, Hammer Fiber Optics Holdings Corp and this settlement is currently in dispute. Iron Mountain is now pursuing the matter against both Hammer Fiber Optics Investments Ltd. and Hammer Fiber Optics Holdings Corp.

16

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2021

(Unaudited)

NOTE 13 – CLAIMS (CONTINUED)

1stPoint Settled a claim with Shannon Walchuk for $212,171 for $160,000, which included a one time payment of $100,000 and ten equal payments of $6,000 monthly for 10 months. This settlement has been reflected as an “Other Income/Expense” on the Statement of Operations.

Please see NOTE 14 – SUBSEQUENT EVENTS below for further detail regarding the ongoing resolution of these claims.

NOTE 14 – S-1 REGISTRATION STATEMENT

On October 8, 2019, the Company completed an Equity Purchase Agreement with Peak One Opportunity Fund (“Peak One”) and Peak One Investments, LLC (“Peak One Investments) giving the Company the option to sell up to $10,000,000 worth of our common stock to Peak One (the “Maximum Commitment Amount”), in increments, over the period ending twenty-four (24) months after the date the Registration Statement is deemed effective by the SEC (the “Commitment Period”). Additionally, the Company is required to issue Commitment Fees of 175,000 Shares each to Peak One and Peak One Investments.

The Company also has an October 8, 2019 Registration Rights Agreement with Peak One requiring us to file an S-1 Registration Statement providing for the registration of 13,350,000 Shares that result from our selling to Peak One an indeterminate number of shares up to an aggregate purchase price of $10,000,000 and the subsequent resale by Peak One of such shares.

This S-1 was effective on February 1, 2020.

NOTE 15 – SUBSEQUENT EVENTS

On February 26, 2021 the Company’s 1stPoint Communications LLC subsidiary entered into a second note payable for $88,097 with Bank of America pursuant to the Paycheck Protection Program (“PPP Loan”) under the CARES Act. The loans remain outstanding at January 31, 2021.

On March 10, 2021 the Company made a payment of $90,000 to Zayo Group, settling the matters of Zayo Group v. Hammer Fiber Optics Investments, Ltd. and Open Data Centers, LLC.

17

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/A for the year ended July 31, 2020, filed with the SEC on November 13, 2020.

Results of Operations

Three Months Ended January 31, 2021 Compared to the Three Months Ended January 31, 2020

Net revenues for the three months ended January 31, 2021 and January 31, 2020 were $508,848 and $410,784, respectively, an increase of 23.87%. The increase was primarily due to the expansion of the Company’s Over-the-Top (“OTT”) business segment which includes its SMS messaging and hosting business units.

During the three months ended January 31, 2021, the Company incurred total operating expenses of $532,956 compared with $532,881, a decrease of 0.00%, for the comparable period ended January 31, 2020.

Operating loss decreased to $30,326 during the three months ended January 31, 2021 as compared with a loss of $130,573, a decrease of 76.77%. The decrease was primarily due to the expansion of the Company’s Over-the-Top (“OTT”) business segment which includes its SMS messaging and hosting business units.

The Company recorded depreciation and amortization expense of $12,627 and $10,934 during the three months ended January 31, 2021 and January 31, 2020 respectively. During the three months ended January 31, 2021 and January 31, 20120 interest expense was $6,204 and $8,139 respectively.

During the three months ended January 31, 2021 the Company recorded a gain of $4,286,673, compared to a loss in the same three month period ended January 31, 2020 of $69,665. The gain was due to the settlement of two large claims against its Hammer Fiber Optics Investments, Ltd. subsidiary.

.

 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, Open Data Centers and its new markets.

Cash Flow from Operating Activities

During the six months ended January 31 2021 the Company’s total cash decreased by $13,448, compared to a decrease in cash of $27,006 in the period ended January 31, 2020. Cash flow from Operating Activities decreased by $167,535, compared to a decrease of $60,184 in the period ended January 31, 2020. The decrease was primarily due to the settlement of expenses from prior discontinued operations.

18

Cash Flow from Investing Activities

During the six months ended January 31, 2021, the Company’s investing activities used $3,424, compared to $61,896 provided by investing activities during the six months ended January 31, 2020. The decrease was primarily due to the investments in Wikibuli, Inc. in 2020.

Cash Flow from Financing Activities

During the six months ended January 31, 2021, the Company netted $157,511 in cash from financing activities compared with $95,087 used during the six months ended January 31, 2020. The majority of the cash was used to settle liabilities associated with discontinued operations.

Going Concern

As of January 31, 2021, 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.

19

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 January 31, 2021. 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 January 31, 2021, 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. That individual does not maintain day-to-day banking responsibilities to provide some limitation in such risks.

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

Effective November 1, 2018 the management and accounting resources of the 1stPoint subsidiary assumed responsibility of our internal controls. The Company views this migration to have a positive material impact on our ability to maintain internal controls over financial reporting as 1stPoint has a separation in banking, day-to-day accounting and financial reporting responsibilities, however, the President and Principal Financial Officer are the same individual.

20

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS 

The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9209.69
15 Corporeate Place, LLC v. Open Data	$	1,621,529
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,308.58
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	273,220

Crown Castle Fiber was awarded a judgement of $1,544,621 in binding arbitration in the State of New Jersey. This judgment was vacated by Hammer Fiber Optics Investments Ltd. The Company was able to settle this amount for one sum of $60,000. This amount was delivered and the matter has been dismissed.

The Company settled the matters of Zayo Group v. Hammer Fiber Optics Investments Ltd and Zayo v. Open Data Centers, LLC in the amount of $2,561,370 for $90,000. This amount was delivered and both matters has been dismissed. The payment is recorded in the subsequent events below.

The claim by Horizon Blue Cross has not advanced.

The claim by Cross River Fiber has not advanced.

Hammer Fiber Optics Investments Ltd reached a settlement agreement with Iron Mountain for $50,000 and already delivered the first payment of $25,000.00 to resolve the matter. The settlement agreement is secured by Hammer Fiber Optics Holdings Corp. Iron Mountain has not delivered in full the equipment it promised to return to the parent, Hammer Fiber Optics Holdings Corp and this settlement is currently in dispute. Iron Mountain is now pursuing the matter against both Hammer Fiber Optics Investments Ltd. and Hammer Fiber Optics Holdings Corp.

1stPoint Settled a claim with Shannon Walchuk for $212,171 for $160,000, which included a one time payment of $100,000 and ten equal payments of $6,000 monthly for 10 months.

Hammer Fiber Optics Investments Ltd reached a settlement agreement with Bank of America for $3,000 and has met its obligations.

Hammer Fiber Optics Holdings Corp settled a claim against Open Data Centers for $5,703.69 for $2,500 and has met its obligations.

1stPoint Settled a claim with Shannon Walchuk for $212,171 for $160,000, which included a one time payment of $100,000 and ten equal payments of $6,000 monthly for 10 months. This settlement has been reflected as an “Other Income/Expense” on the Statement of Operations.

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.

21

ITEM 5.EXHIBITS 

Exhibit
Number	Description of Exhibit
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	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.

22

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: April 22, 2021	/s/ Erik B. Levitt
	Erik B. Levitt
	Principal Executive Officer
Date: April 22, 2021	/s/ Erik B. Levitt
	Erik B. Levitt
	Principal Financial Officer

23

EX-31.1

Exhibit 31.1 Section 302 Certification

EX-31.2

Exhibit 31.2 Section 302 Certification

EX-32.1

Exhibit 32.1 Section 906 Certification

EX-32.2

Exhibit 32.2 Section 906 Certification

XML

Document and Entity Information - $ / shares		6 Months Ended
	Jan. 31, 2021	Jan. 31, 2021	Jul. 31, 2020
Details
Registrant CIK		0001539680
Fiscal Year End		--07-31
Document Type		10-Q/A
Document Quarterly Report		true
Document Period End Date		Jan. 31, 2021
Document Transition Report		false
Entity File Number		000-1539680
Entity Registrant Name		HAMMER FIBER OPTICS HOLDINGS CORP
Entity Incorporation, State or Country Code		NV
Entity Tax Identification Number		98-1032170
Entity Address, Address Line One		401 East 34th Street, Suite #N27J
Entity Address, City or Town		New York
Entity Address, State or Province		NY
Entity Address, Postal Zip Code		10016
Entity Address, Address Description		Address of principal executive offices
City Area Code		844
Local Phone Number		413-2600
Phone Fax Number Description		Registrant’s telephone number
Entity Current Reporting Status		Yes
Entity Interactive Data Current		Yes
Entity Filer Category		Non-accelerated Filer
Entity Small Business		true
Entity Emerging Growth Company		true
Entity Ex Transition Period		true
Entity Shell Company		false
Common Stock, Shares, Issued	60,503,341	60,503,341	60,503,341
Entity Listing, Par Value Per Share	$ 0.001
Entity Common Stock, Shares Outstanding	54,902,756	54,902,756
Amendment Flag		false
Document Fiscal Year Focus		2021
Document Fiscal Period Focus		Q2

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Current Assets
Cash and cash equivalents	$ 60,483	$ 73,931
Accounts receivable	552,003	431,350
Security Deposits	10,446	10,446
Prepaid expenses	41,888	48,797
Total current assets	664,820	564,524
Property and equipment, net	119,485	140,758
Intangible and other assets	3,151,275	3,156,656
Assets from Discontinued Operations	1,325,824	1,281,313
Total assets	5,261,404	5,143,251
Current Liabilities
Accounts payable and accrued expenses	1,311,886	1,206,664
Loans payable	477,674	448,302
Deferred Revenue	299,136	289,385
Total current liabilities	2,088,696	1,944,351
Liabilities from Discontinued Operations	4,373,205	8,538,423
Total Liabilities	6,461,901	10,482,774
Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 250,000,000 shares authorized 60,503,341 shares issued; 45,944,954 and 45,994,954 shares outstanding at October 31, and July 31, 2020, respectively	60,503	60,503
Additional paid-in capital	17,512,284	17,512,284
Accumulated deficit	(18,773,284)	(22,912,310)
Total Stockholder's Equity (Deficit)	(1,200,497)	(5,339,523)
Total Liabilities and Stockholders' Equity (Deficit)	$ 5,261,404	$ 5,143,251

XML

Consolidated Balance Sheets (Unaudited) - Parenthetical - $ / shares	Jan. 31, 2021	Jul. 31, 2020
Details
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	60,503,341	60,503,341
Common Stock, Shares, Outstanding	45,944,954	45,994,954

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Details
Revenues	$ 508,848	$ 410,784	$ 993,690	$ 944,299
Cost of sales	338,001	288,554	677,177	646,283
Selling, general and administrative expenses	182,328	233,393	343,567	444,273
Depreciation expense	12,627	10,934	24,882	21,868
Total operating expenses	532,956	532,881	1,045,626	1,112,424
Operating Income (Loss)	(24,108)	(122,097)	(51,936)	(168,125)
Other expenses
Interest expense	6,204	8,139	14,857	11,598
Other expenses	14	337	68,192	337
Total other expenses	6,218	8,476	83,049	11,935
Loss Before Discontinued Operations	(30,326)	(130,573)	(134,985)	(180,060)
Income (Loss) From Discontinued Operations	4,286,673	(69,665)	4,274,011	(160,156)
Net income (loss)	$ 4,256,347	$ (200,238)	$ 4,139,026	$ (340,216)
Weighted average number of common shares outstanding - basic and diluted	60,503,341	60,503,341	60,503,341	60,503,341
Gain per share- basic and diluted
Continuing operations	$ 0	$ 0	$ 0	$ 0
Discontinued operations	0.07	0	0.07	(0.01)
Total	$ 0.07	$ 0	$ 0.07	$ (0.01)

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Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance, Starting at Jul. 31, 2019	$ 60,503	$ 0	$ 17,201,784	$ (21,987,959)	$ (4,725,672)
Shares Outstanding, Starting at Jul. 31, 2019	60,503,341	15,408,387
Stock Issued During Period, Value, New Issues	$ 0	$ 0	230,000	0	230,000
Stock Issued During Period, Shares, New Issues	0	(500,000)
Net Income (Loss)	$ 0	$ 0	0	(139,978)	(139,978)
Shares Outstanding, Ending at Oct. 31, 2019	60,503,341	14,908,387
Equity Balance, Ending at Oct. 31, 2019	$ 60,503	$ 0	17,431,784	(22,127,937)	(4,635,650)
Net Income (Loss)	$ 0	$ 0	0	(200,238)	(200,238)
Shares Outstanding, Ending at Jan. 31, 2020	60,503,341	14,908,387
Equity Balance, Ending at Jan. 31, 2020	$ 60,503	$ 0	17,431,784	(22,328,175)	(4,835,888)
Equity Balance, Starting at Jul. 31, 2020	$ 60,503	$ 0	17,512,284	(22,912,310)	(5,339,523)
Shares Outstanding, Starting at Jul. 31, 2020	60,503,341	14,558,387
Net Income (Loss)	$ 0	$ 0	0	(117,321)	(117,321)
Shares Outstanding, Ending at Oct. 31, 2020	60,503,341	14,558,387
Equity Balance, Ending at Oct. 31, 2020	$ 60,503	$ 0	17,512,284	(23,029,631)	(5,456,844)
Net Income (Loss)	$ 0	$ 0	0	4,256,347	4,256,347
Shares Outstanding, Ending at Jan. 31, 2021	60,503,341	14,558,387
Equity Balance, Ending at Jan. 31, 2021	$ 60,503	$ 0	$ 17,512,284	$ (18,773,284)	$ (1,200,497)

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Consolidated Statements of Cash Flows(Unaudited) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Cash flows from operating activities:
Net Income (Loss) except discontinued operations	$ 4,139,026	$ (340,216)
(Income) Loss from discontinued operations	(4,274,011)	160,156
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	24,882	21,868
Changes in operating assets and liabilities:
Accounts receivable	(130,204)	(208,728)
Security deposits	0	0
Prepaid expenses	11,422	14,542
Accounts payable	105,004	278,266
Deferred revenue	17,341	7,278
Net cash provided by (used in) operating activities- continuing operations	(106,540)	(66,834)
Net cash provided by (used in) operating activities- discontinued operations	(60,995)	6,650
Net cash provided by (used in) operating activities	(167,535)	(60,184)
INVESTING ACTIVITIES
Purchase of property and equipment	(3,424)	(61,896)
Purchase of subsidiary equity	0	0
Net cash provided by (used in) investing activities- continuing operations	(3,424)	(61,896)
Net cash provided by (used in) investing activities- discontinued operations	0	0
Net cash provided by (used in) investing activities	(3,424)	(61,896)
FINANCING ACTIVITIES
Repayment of loans	(28,929)	0
Proceeds from loans	186,440	95,074
Net cash provided by (used in) financing activities- continuing operations	157,511	95,074
Net cash provided by (used in) financing activities- discontinued operations	0	0
Net cash provided by (used in) financing activities	157,511	95,074
Net increase (decrease) in cash	(13,448)	(27,006)
Cash, beginning of period	73,931	96,605
Cash, end of period	60,483	69,599
Supplemental Cash Flow Information
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	17,306	8,664
Income Taxes Paid, Net	$ 214	$ 337

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NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

6 Months Ended

Jan. 31, 2021

Notes

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Fiber Optics Holdings Corp. (“the Company”) is a telecommunications company investing in the future of wireless technology. Hammer’s “Everything Wireless” go to market strategy includes the development of high-speed fixed wireless service using its wireless fiber platform, Hammer Wireless® AIR, Mobility, Over-the-Top services such as voice, SMS and video collaboration services, the construction of smart city networks and hosting services including cloud and colocation.

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NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER

6 Months Ended

Jan. 31, 2021

Notes

NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER

NOTE 2 – CORPORATE HISTORY AND BACKGROUND ON MERGER

The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The 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 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.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jan. 31, 2021

Notes

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial statements for the six months ending January 31, 2021 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, 2020, 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.

COVID-19 Pandemic Update

In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. Partly due to the COVID-19 pandemic, the Company shut down the operations of its’ Open Data Centers, LLC operations effective April 30, 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time.

On May 5, 2020, and on February 26, 2021 the Company’s 1stPoint Communications LLC subsidiary entered into two notes payable, each for $88,097 individually, with Bank of America, pursuant to the Paycheck Protection Program (“PPP Loan”) under the CARES Act. The loans remain outstanding at January 31, 2021. The Company has filed for loan forgiveness pursuant to the PPP Loan rules for the loan dated May 5, 2020 and has met the obligations for forgiveness. The Company intends to file for loan forgiveness for the second loan and also intends to meet the requirements as established by the PPP rules.

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, 2020, 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.

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries, which includes Shelcomm, Inc, Endstream Communications, LLC and American Network Inc.. 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 Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. are discontinued and are considered discontinued operations.

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. As of January 31, 2021, and January 31, 2020, there were no common stock equivalents outstanding.

Recent accounting pronouncements

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity- classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Company’s financial statements. The Company adopted ASU 2018-07 August 1, 2018.

In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Company’s financial statements during the period of adoption.

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NOTE 4 - GOING CONCERN

6 Months Ended

Jan. 31, 2021

Notes

NOTE 4 - 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 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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NOTE 5 - DISCONTINUED OPERATIONS

6 Months Ended

Jan. 31, 2021

Notes

NOTE 5 - DISCONTINUED OPERATIONS

NOTE 5 – 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 has been organizing the orderly transition of its customers to another colocation service.

The following summarizes the assets and liabilities of the discontinue operations:

		January 31,		October 31,
		2021		2020
Assets
Current Assets
Cash	$	-	$	-
Accounts receivable		36,677		36,677
Other current assets		16,139		16,139
Total current assets		52,816		52,816
Other Assets
Property and equipment- net		1,227,821		1,227,821
Total other assets		1,227,821		1,227,821
Total Assets	$	1,280,637	$	1,280,637
Liabilities and Net Assets
Current Liabilities
Accounts payable	$	121,406	$	4,612,120
Notes payable- related parties		210,000		210,000
Notes payable		3,313,544		3,313,544
Accrued interest		382,474		382,474
Total current liabilities		4,027,424		8,518,138
Net assets (liabilities)	$	2,746,787	$	(7,237,501)

The following summarizes the operations of the discontinued operations:

		January 31, 2021		January 31, 2020
Revenue	$	-	$	152,492
Operating expenses
Operations and maintenance		-		208391
General and administrative		-		5,663
Depreciation and amortization		-		14,815
		-		228,869
Loss from operations		-		(76,377)
Other income (expense)		4,313,686		(3,698)
Interest expense		-		-
Total other income (expense)		-		(3,698)
Net Income	$	4,313,686	$	(80,075)

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NOTE 6 - COMMITMENTS AND LEASES

6 Months Ended

Jan. 31, 2021

Notes

NOTE 6 - COMMITMENTS AND LEASES

NOTE 6 – COMMITMENTS AND LEASES

In discontinuing Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. the company no longer has any material long term leases or obligations.

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NOTE 7 - PROPERTY AND EQUIPMENT

6 Months Ended

Jan. 31, 2021

Notes

NOTE 7 - PROPERTY AND EQUIPMENT

NOTE 7 – PROPERTY AND EQUIPMENT

As of January 31, 2021 and January 31, 2020, property and equipment consisted of the following:

		January 31,		January 31,
		2021		2020	Life
Computer and Telecom equipment	$	432,739	$	494,871	5 years
Less: Accumulated depreciation		(313,254)		(353,113)
Total	$	119,485	$	140,758

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NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

6 Months Ended

Jan. 31, 2021

Notes

NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

NOTE 8 – INDEFINITE LIVED INTANGIBLE ASSETS

The Company has $3,156,221 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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NOTE 9 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jan. 31, 2021

Notes

NOTE 9 - RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a related party for an aggregate amount of $2,400,000 and $1,000,000, respectively. The $2,400,000 note matured on January 4, 2019. The terms consist of ten principal and interest payments due quarterly in the amount of $300,000 for total payments of $3,000,000. The Company is currently in default on this loan. To date, the Company has made payments on this note amounting to $725,831. The payments were applied to interest accrued as of the time of payment as well as to principal. The principal balance was $2,294,067 at July 31, 2019 and 2018. The interest accrued was $219,434 at July 31, 2019.

The $1,000,000 note matured on June 9, 2018 at which time the principal became due in its entirety, in addition to simple interest accrued at 3%. The company is currently in default on this loan. However, in November 1, 2018, as a term of the Stock Purchase Agreements signed as part of the acquisition of Open Data Centers, LLC, 1stPoint Communications LLC and Endstream Communications LLC, this party agreed to convert this debt at $3 per share of Common Stock at a time of the Company’s choosing.

During the nine months ended April 30, 2020, the Company entered into a Stock Purchase Agreement with a related party on May 5, 2020 and May 30, 2020 in the amounts of $14,000 and $12,000 respectively. During the current fiscal year ending on July 31, 2020, the Company entered into convertible notes with Erik Levitt, the CEO of the company 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 Andrea Levitt, spouse of the CEO, Erik Levitt, 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 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 April 6, 2020, the Company entered into a promissory note for the sum of $36,300 with a related party. The note bears interest at a rate of 6%, payable quarterly.

On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a related party. The note bears interest at a rate of 6%, payable quarterly. 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 related party. These notes bear interest at a rate of 6%, payable quarterly and may be convertible into common stock at the Company’s option.

As of January 31, 2021, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet.

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NOTE 10 - INCOME TAXES

6 Months Ended

Jan. 31, 2021

Notes

NOTE 10 - INCOME TAXES

NOTE 10 – INCOME TAXES

The Company’s 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. The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimate are required in the determination of the consolidated income tax expense. The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the quarter ended January 31, 2021 and 2020, to the Company’s effective tax rate is as follows:

		January 31,
		2021		2020
Income tax benefit provision at statutory rate	$	(24,637)	$	(29,395)
Change in valuation allowance		24,637		29,395
	$	-	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of January 31, 2021 and 2020 are as follows:

		January 31,		January 31,
		2021		2020
Net operating loss	$	4,901,121	$	4,876,484
Valuation allowance		(4,901,121)		(4,876,484)
	$	-	$	-

The Company has approximately $23,339,000 of NOL carried forward to offset taxable income in future years. The tax laws enacted in 2017 also changed the treatment of NOL. Prior to the change, NOL could be carried back up to two years and carried forward up to 20 years to offset taxable income. In the new tax law, the NOL that can be carried forward is limited to 80% of the taxable income, can no longer be carried back, but are allowed to be carried forward indefinitely. The new law will apply to NOL arising in tax years beginning December 31, 2017, hence, $3,000,000 of the NOL will be subject to the 80% limitation and will be carried forward indefinitely while $19,297,000 of the NOL will be carried forward for 20 years and will begin to expire in 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 period 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 assets relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

As of January 31, 2021 and January 31, 2020, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as a tax expense. No interest or penalties have been recorded during the quarters ended January 31, 2021 and January 31, 2020. As of January 31, 2021 and January 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2015 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

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NOTE 11 - STOCKHOLDERS' EQUITY

6 Months Ended

Jan. 31, 2021

Notes

NOTE 11 - STOCKHOLDERS' EQUITY

NOTE 11 – STOCKHOLDERS’ EQUITY

Treasury Stock

In July 2016, certain shareholders of the Company contributed 9,291,670 restricted shares of their common stock to the Company’s wholly-owned subsidiary, Hammer Wireless Corporation (“Treasury Shares”), for the purpose of effecting acquisitions, joint ventures or other business combinations with third parties. According to ASC 810-10-45 Consolidations, these shares are accounted for as treasury stock.

On January 4, 2019 the Company repurchased 13,000,000 shares of restricted Common Stock from substantial related-party shareholders. The shares of common stock were repurchased by the Company at $0.0001 per share. The repurchased shares were added to the Treasury stock of the Company and intend to be used for the purposes of effecting mergers, acquisitions, joint ventures, contractual relations and may be issued to investors under private placement agreements.

16,341,085 shares have been issued from Treasury in conjunction with mergers and acquisitions, and operating activities. In connection with the Equity Purchase Agreement with Peak One, the Company issued 350,000 shares of treasury stock.

As a result of these transactions, the Company has a balance of 5,600,585 in Treasury.

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NOTE 12 - FOREIGN CURRENCY

6 Months Ended

Jan. 31, 2021

Notes

NOTE 12 - FOREIGN CURRENCY

NOTE 12 – 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.

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NOTE 13 - CLAIMS

6 Months Ended

Jan. 31, 2021

Notes

NOTE 13 - CLAIMS

NOTE 13 – CLAIMS

The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9209.69
15 Corporeate Place, LLC v. Open Data	$	1,621,529
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,308.58
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	273,220

Crown Castle Fiber was awarded a judgement of $1,544,621 in binding arbitration in the State of New Jersey. This judgment was vacated by Hammer Fiber Optics Investments Ltd. The Company was able to settle this amount for one sum of $60,000. This amount was delivered and the matter has been dismissed.

The Company settled the matters of Zayo Group v. Hammer Fiber Optics Investments Ltd and Zayo v. Open Data Centers, LLC in the amount of $2,561,370 for $90,000. This amount was delivered and both matters has been dismissed. The payment is recorded in the subsequent events below.

The claim by Horizon Blue Cross has not advanced.

The claim by Cross River Fiber has not advanced.

Hammer Fiber Optics Investments Ltd reached a settlement agreement with Iron Mountain for $50,000 and already delivered the first payment of $25,000.00 to resolve the matter. The settlement agreement is secured by Hammer Fiber Optics Holdings Corp. Iron Mountain has not delivered in full the equipment it promised to return to the parent, Hammer Fiber Optics Holdings Corp and this settlement is currently in dispute. Iron Mountain is now pursuing the matter against both Hammer Fiber Optics Investments Ltd. and Hammer Fiber Optics Holdings Corp.

1stPoint Settled a claim with Shannon Walchuk for $212,171 for $160,000, which included a one time payment of $100,000 and ten equal payments of $6,000 monthly for 10 months. This settlement has been reflected as an “Other Income/Expense” on the Statement of Operations.

Please see NOTE 14 – SUBSEQUENT EVENTS below for further detail regarding the ongoing resolution of these claims.

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NOTE 14 - S-1 REGISTRATION STATEMENT

6 Months Ended

Jan. 31, 2021

Notes

NOTE 14 - S-1 REGISTRATION STATEMENT

NOTE 14 – S-1 REGISTRATION STATEMENT

On October 8, 2019, the Company completed an Equity Purchase Agreement with Peak One Opportunity Fund (“Peak One”) and Peak One Investments, LLC (“Peak One Investments) giving the Company the option to sell up to $10,000,000 worth of our common stock to Peak One (the “Maximum Commitment Amount”), in increments, over the period ending twenty-four (24) months after the date the Registration Statement is deemed effective by the SEC (the “Commitment Period”). Additionally, the Company is required to issue Commitment Fees of 175,000 Shares each to Peak One and Peak One Investments.

The Company also has an October 8, 2019 Registration Rights Agreement with Peak One requiring us to file an S-1 Registration Statement providing for the registration of 13,350,000 Shares that result from our selling to Peak One an indeterminate number of shares up to an aggregate purchase price of $10,000,000 and the subsequent resale by Peak One of such shares.

This S-1 was effective on February 1, 2020.

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NOTE 15 - SUBSEQUENT EVENTS

6 Months Ended

Jan. 31, 2021

Notes

NOTE 15 - SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

On February 26, 2021 the Company’s 1stPoint Communications LLC subsidiary entered into a second note payable for $88,097 with Bank of America pursuant to the Paycheck Protection Program (“PPP Loan”) under the CARES Act. The loans remain outstanding at January 31, 2021.

On March 10, 2021 the Company made a payment of $90,000 to Zayo Group, settling the matters of Zayo Group v. Hammer Fiber Optics Investments, Ltd. and Open Data Centers, LLC.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of presentation (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Basis of presentation

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial statements for the six months ending January 31, 2021 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, 2020, as filed with the Securities and Exchange Commission (“the SEC”) at www.sec.gov

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Use of estimates

Use of estimates

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

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: COVID-19 Pandemic Update (Policies)

6 Months Ended

Jan. 31, 2021

Policies

COVID-19 Pandemic Update

COVID-19 Pandemic Update

In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. Partly due to the COVID-19 pandemic, the Company shut down the operations of its’ Open Data Centers, LLC operations effective April 30, 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time.

On May 5, 2020, and on February 26, 2021 the Company’s 1stPoint Communications LLC subsidiary entered into two notes payable, each for $88,097 individually, with Bank of America, pursuant to the Paycheck Protection Program (“PPP Loan”) under the CARES Act. The loans remain outstanding at January 31, 2021. The Company has filed for loan forgiveness pursuant to the PPP Loan rules for the loan dated May 5, 2020 and has met the obligations for forgiveness. The Company intends to file for loan forgiveness for the second loan and also intends to meet the requirements as established by the PPP rules.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and cash equivalents (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Cash and cash equivalents

Cash and cash equivalents

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

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies)

6 Months Ended

Jan. 31, 2021

Policies

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.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of long-lived assets (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Impairment of long-lived assets

Impairment of long-lived assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate 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.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite lived intangible assets (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Indefinite lived intangible assets

Indefinite lived intangible assets

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

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue recognition (Policies)

6 Months Ended

Jan. 31, 2021

Policies

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.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income taxes (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Income taxes

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of July 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair value measurements (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Fair value measurements

Fair value measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

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

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

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

Level 3 – Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation of financial statements (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Consolidation of financial statements

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries, which includes Shelcomm, Inc, Endstream Communications, LLC and American Network Inc.. 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 Open Data Centers, LLC and Hammer Fiber Optics Investments, Ltd. are discontinued and are considered discontinued operations.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Share (Policies)

6 Months Ended

Jan. 31, 2021

Policies

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. As of January 31, 2021, and January 31, 2020, there were no common stock equivalents outstanding.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent accounting pronouncements (Policies)

6 Months Ended

Jan. 31, 2021

Policies

Recent accounting pronouncements

Recent accounting pronouncements

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity- classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Company’s financial statements. The Company adopted ASU 2018-07 August 1, 2018.

In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 2015, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Company’s financial statements during the period of adoption.

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NOTE 5 - DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Assets and Liabilities (Tables)

6 Months Ended

Jan. 31, 2021

Tables/Schedules

Schedule of Discontinued Operations - Assets and Liabilities

		January 31,		October 31,
		2021		2020
Assets
Current Assets
Cash	$	-	$	-
Accounts receivable		36,677		36,677
Other current assets		16,139		16,139
Total current assets		52,816		52,816
Other Assets
Property and equipment- net		1,227,821		1,227,821
Total other assets		1,227,821		1,227,821
Total Assets	$	1,280,637	$	1,280,637
Liabilities and Net Assets
Current Liabilities
Accounts payable	$	121,406	$	4,612,120
Notes payable- related parties		210,000		210,000
Notes payable		3,313,544		3,313,544
Accrued interest		382,474		382,474
Total current liabilities		4,027,424		8,518,138
Net assets (liabilities)	$	2,746,787	$	(7,237,501)

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NOTE 5 - DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Net Loss (Tables)

6 Months Ended

Jan. 31, 2021

Tables/Schedules

Schedule of Discontinued Operations - Net Loss

		January 31, 2021		January 31, 2020
Revenue	$	-	$	152,492
Operating expenses
Operations and maintenance		-		208391
General and administrative		-		5,663
Depreciation and amortization		-		14,815
		-		228,869
Loss from operations		-		(76,377)
Other income (expense)		4,313,686		(3,698)
Interest expense		-		-
Total other income (expense)		-		(3,698)
Net Income	$	4,313,686	$	(80,075)

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NOTE 7 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Tables)

6 Months Ended

Jan. 31, 2021

Tables/Schedules

Schedule of Property, Plant and Equipment

		January 31,		January 31,
		2021		2020	Life
Computer and Telecom equipment	$	432,739	$	494,871	5 years
Less: Accumulated depreciation		(313,254)		(353,113)
Total	$	119,485	$	140,758

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NOTE 10 - INCOME TAXES: Schedule of Income Tax Expense, Deferred Tax Assets and Liabilities, and Reconciliation of Income Tax Benefit (Tables)

6 Months Ended

Jan. 31, 2021

Tables/Schedules

Schedule of Income Tax Expense, Deferred Tax Assets and Liabilities, and Reconciliation of Income Tax Benefit

		January 31,
		2021		2020
Income tax benefit provision at statutory rate	$	(24,637)	$	(29,395)
Change in valuation allowance		24,637		29,395
	$	-	$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of January 31, 2021 and 2020 are as follows:

		January 31,		January 31,
		2021		2020
Net operating loss	$	4,901,121	$	4,876,484
Valuation allowance		(4,901,121)		(4,876,484)
	$	-	$	-

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NOTE 13 - CLAIMS: Schedule of Claims (Tables)

6 Months Ended

Jan. 31, 2021

Tables/Schedules

Schedule of Claims

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9209.69
15 Corporeate Place, LLC v. Open Data	$	1,621,529
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,308.58
Cross River Fiber v. Hammer Fiber Optics Inv, Ltd.	$	273,220

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NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER (Details)	6 Months Ended
	Jan. 31, 2021
Details
Entity Incorporation, State or Country Code	NV
Entity Incorporation, Date of Incorporation	Sep. 23, 2010
Entity Information, Former Legal or Registered Name	Recursos Montana S.A.

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NOTE 5 - DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Assets and Liabilities (Details) - USD ($)	Jan. 31, 2021	Oct. 31, 2020
Current Assets
Discontinued Operations - Cash and cash equivalents	$ 0	$ 0
Discontinued Operations - Accounts receivable	36,677	36,677
Discontinued Operations - Other current assets	16,139	16,139
Discontinued Operations - Total current assets	52,816	52,816
Other Assets
Discontinued Operations - Property and equipment, net	1,227,821	1,227,821
Discontinued Operations - Total other assets	1,227,821	1,227,821
Discontinued Operations - Total Assets	1,280,637	1,280,637
Current Liabilities
Discontinued Operations - Accounts payable	121,406	4,612,120
Discontinued Operations - Notes payable- related parties	210,000	210,000
Discontinued Operations - Notes payable	3,313,544	3,313,544
Discontinued Operations - Accrued interest	382,474	382,474
Discontinued Operations - Total current liabilities	4,027,424	8,518,138
Discontinued Operations - Net assets (liabilities)	$ 2,746,787	$ (7,237,501)

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NOTE 5 - DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Net Loss (Details) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Details
Discontinued Operations - Revenues	$ 0	$ 152,492
Operating expenses
Discontinued Operations - Operations and maintenance	0	208,391
Discontinued Operations - Selling, general and administrative expenses	0	5,663
Discontinued Operations - Depreciation and amortization	0	14,815
Discontinued Operations - Loss from operations	0	(76,377)
Other income (expense)	4,313,686	(3,698)
Discontinued Operations - Interest expense	0	0
Discontinued Operations - Total other income (expense)	0	(3,698)
Discontinued Operations - Net Income (Loss)	$ 4,313,686	$ (80,075)

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NOTE 7 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Details) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jul. 31, 2020
Less: Accumulated depreciation	$ (313,254)	$ (353,113)
Total	$ 119,485	140,758
Computer and Telecom equipment
Life	5 years
Property, Plant and Equipment, Gross	$ 432,739	$ 494,871

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NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS (Details)	Jan. 31, 2021 USD ($)
Details
Intangible Assets, Net (Excluding Goodwill)	$ 3,156,221

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NOTE 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Promissory Note with related party
Related Party Transaction, Description of Transaction	Company entered into two promissory notes with a related party
Related Party Transaction, Terms and Manner of Settlement	terms consist of ten principal and interest payments due quarterly
Long-term Debt		$ 2,294,067	$ 2,294,067
Interest Payable		$ 219,434
Promissory Note with related party - 1
Related Party Transaction, Amounts of Transaction	$ 2,400,000
Promissory Note with related party - 2
Related Party Transaction, Amounts of Transaction	$ 1,000,000
Debt Instrument, Maturity Date	Jun. 09, 2018
Debt Instrument, Interest Rate, Stated Percentage	3.00%

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NOTE 10 - INCOME TAXES: Schedule of Income Tax Expense, Deferred Tax Assets and Liabilities, and Reconciliation of Income Tax Benefit (Details) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jul. 31, 2020
Details
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ (24,637)	$ (29,395)
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	24,637	$ 29,395
Deferred Tax Assets, Operating Loss Carryforwards	4,901,121		$ 4,876,484
Deferred Tax Assets, Valuation Allowance	$ (4,901,121)		$ (4,876,484)

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NOTE 15 - SUBSEQUENT EVENTS (Details)	6 Months Ended
	Jan. 31, 2021 USD ($)
Event 1
Subsequent Event, Date	Feb. 26, 2021
Subsequent Event, Description	Company’s 1stPoint Communications LLC subsidiary entered into a second note payable for $88,097 with Bank of America pursuant to the Paycheck Protection Program
Debt Instrument, Face Amount	$ 88,097
Event 2
Subsequent Event, Date	Mar. 10, 2021
Subsequent Event, Description	Company made a payment of $90,000 to Zayo Group