Hammer Technology Holdings Corp 10-Q, filed Jun 23, 2020
Hammer Technology Holdings Corp. (HMMR)
About this 10-Q
Hammer Technology Holdings Corp filed this 10-Q on June 23, 2020, covering the quarter ended April 30, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2020
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from:_____ to _____
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 34th 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] |
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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 June 22, 2020, there were 60,503,341 shares of the registrant’s $0.001 par value common stock issued and 50,554,767 shares outstanding.
1
HAMMER FIBER OPTICS HOLDINGS CORP.
TABLE OF CONTENTS
| Page | |
PART I. FINANCIAL INFORMATION |
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ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 16 |
ITEM 4. | CONTROLS AND PROCEDURES | 16 |
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PART II. OTHER INFORMATION |
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ITEM 1. | LEGAL PROCEEDINGS | 17 |
ITEM 1A. | RISK FACTORS | 17 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 17 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 17 |
ITEM 4. | MINE SAFETY DISCLOSURES | 17 |
ITEM 5. | OTHER INFORMATION | 17 |
ITEM 6. | EXHIBITS | 18 |
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.
2
Hammer Fiber Optics Holdings Corp
Consolidated Balance Sheet
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| April 30, 2020 |
| July 31, 2019 |
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| (Unaudited) |
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Assets |
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Current Assets |
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Cash and cash equivalents | $ | 60,996 | $ | 87,767 |
Accounts receivable |
| 469,714 |
| 485,464 |
Security Deposits |
| 6,446 |
| 2,675 |
Prepaid expenses |
| 58,701 |
| 80,362 |
Total current assets |
| 595,857 |
| 656,268 |
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Other assets |
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Property and equipment, net |
| 1,387,487 |
| 136,495 |
Intangible assets |
| 3,242,057 |
| 2,914,624 |
Assets from Discontinued Operations |
| 562,892 |
| 1,775,280 |
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Total assets | $ | 5,788,293 | $ | 5,482,667 |
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Liabilities and Stockholders' Equity (Deficit) |
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Current Liabilities |
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Accounts payable and accrued expenses | $ | 1,144,995 | $ | 929,620 |
Loans payable |
| 375,102 |
| 204,511 |
Deferred Revenue |
| 248,712 |
| 227,809 |
Total current liabilities |
| 1,768,809 |
| 1,361,940 |
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Liabilities from Discontinued Operations |
| 8,960,440 |
| 8,846,399 |
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Total Liabilities |
| 10,729,249 |
| 10,208,339 |
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Stockholders' Equity (Deficit) |
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Common stock, $0.001 par value, 250,000,000 shares authorized, 60,503,341 shares issued; 45,944,954 and 52,946,162 shares outstanding at April 30, 2020 and July 31, 2019, respectively. |
| 60,503 |
| 60,503 |
Additional paid-in capital |
| 17,512,284 |
| 17,201,784 |
Accumulated deficit |
| (22,513,743) |
| (21,987,959) |
Total stockholders' equity (deficit) |
| (4,940,956) |
| (4,725,672) |
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Total Liabilities and Stockholders' equity (deficit) | $ | 5,788,293 | $ | 5,482,667 |
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The accompanying notes are an integral part of these consolidated financial statements. | ||||
3
Hammer Fiber Optics Holdings Corp
Consolidated Statements of Operations
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| For the Three Months Ended |
| For the Nine Months Ended | ||||
|
| April 30, 2020 |
| April 30, 2019 |
| April 30, 2020 |
| April 30, 2019 |
|
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
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Revenues | $ | 388,900 | $ | 888,395 | $ | 1,651,114 | $ | 1,647,354 |
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Cost of sales |
| 273,253 |
| 513,480 |
| 1,360,418 |
| 1,147,027 |
Selling, general and administrative expenses |
| 169,082 |
| 333,012 |
| 638,265 |
| 594,629 |
Depreciation expense |
| 10,934 |
| 14,815 |
| 40,564 |
| 23,714 |
Total operating expenses |
| 453,269 |
| 861,307 |
| 2,039,247 |
| 1,765,370 |
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Operating income (loss) |
| (64,369) |
| 27,088 |
| (388,133) |
| (118,016) |
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Other expenses |
| 8,482 |
| 9,606 |
| 20,942 |
| 22,602 |
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Income (loss) from continuing operations |
| (72,851) |
| 17,482 |
| (409,075) |
| (140,618) |
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Loss from Discontinued Operations |
| (112,717) |
| (95,569) |
| (116,709) |
| (7,349,707) |
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Net loss | $ | (185,568) | $ | (78,087) | $ | (525,784) | $ | (7,490,325) |
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Weighted average number of common shares outstanding - |
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basic and diluted |
| 60,503,341 |
| 48,409,396 |
| 60,503,341 |
| 48,409,396 |
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Loss per share- basic and diluted |
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Continuing operations | $ | (0.00) | $ | (0.00) | $ | (0.01) | $ | (0.00) |
Discontinued operations |
| (0.00) |
| (0.00) |
| (0.00) |
| (0.15) |
Total | $ | (0.00) | $ | (0.00) | $ | (0.01) | $ | (0.15) |
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The accompanying notes are an integral part of these consolidated financial statements. | ||||||||
4
Hammer Fiber Optics Holdings Corp
Consolidated Statements of Cash Flows
|
| For the Nine Months Ended | ||
|
| April 30, 2020 |
| April 30, 2019 |
|
| (Unaudited) |
| (Unaudited) |
OPERATING ACTIVITIES |
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Net loss | $ | (525,784) | $ | (7,490,325) |
Loss from discontinued operations |
| 116,709 |
| 7,349,707 |
Adjustments to reconcile net income (loss) to net |
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cash provided by operating activities: |
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Depreciation expense |
| 40,564 |
| 23,714 |
Changes in operating assets and liabilities: |
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Accounts receivable |
| (139,225) |
| (474,247) |
Prepaid expenses |
| 20,621 |
| 483 |
Accounts payable |
| 346,235 |
| 325,371 |
Deferred revenue |
| 29,261 |
| (13,857) |
Net cash provided by (used in) operating activities- continuing operations |
| (111,619) |
| (279,154) |
Net cash provided by (used in) operating activities- discontinued operations |
| (116,709) |
| (152,251) |
Net cash provided by (used in) operating activities |
| (228,328) |
| (431,405) |
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INVESTING ACTIVITIES |
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Purchase of property and equipment |
| (48,509) |
| (72,194) |
Sale of assets |
| 13,356 |
| 550,000 |
Net cash provided by (used in) investing activities |
| (35,153) |
| 477,806 |
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FINANCING ACTIVITIES |
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Proceeds from loans |
| 260,272 |
| - |
Repayment of loans |
| (14,959) |
| (185,211) |
Investments |
| - |
| 7,926 |
Net cash provided by (used in) financing activities |
| 245,313 |
| (177,285) |
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Net increase (decrease) in cash |
| (18,168) |
| (130,884) |
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Cash, beginning of period |
| 87,767 |
| 107,980 |
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Cash, end of period | $ | 69,599 | $ | (22,904) |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: |
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Cash paid for interest | $ | 20,942 | $ | 22,602 |
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Cash paid for taxes | $ | 800 | $ | 800 |
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The accompanying notes are an integral part of these consolidated financial statements. | ||||
5
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(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 September 1, 2019, the Company acquired American Network Inc., which included vendor contracts, CLEC agreements and telephone number assets.
6
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(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 three and nine months ending April 30, 2020 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, 2019, as filed with the Securities and Exchange Commission (“the SEC”) at www.sec.gov
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Property and equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over their respective lease terms. Expenditures for additions and improvements are capitalized. Repairs and maintenance are expensed as incurred.
Impairment of long-lived assets
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized any related impairment losses.
Indefinite lived intangible assets
The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses.
The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses.
7
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(Unaudited)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 April 30, 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.
8
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(Unaudited)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 April 30, 2020, and July 31, 2019, 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.
NOTE 4 – 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.
9
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(Unaudited)
NOTE 4 – DISCONTINUED OPERATIONS (CONTINUED)
The following summarizes the assets and liabilities of the discontinue operations:
|
| April 30, 2020 |
| July 31, 2019 |
Cash and cash equivalents | $ | 9,903 | $ | 8,838 |
Accounts receivable |
| 222,232 |
| 148,756 |
Property and equipment, net |
| 107,054 |
| 1,387,120 |
Intangible assets |
| 223,703 |
| 230,566 |
|
| 562,892 |
| 1,775,280 |
|
|
|
|
|
Accounts payable and accrued expenses |
| 5,523,701 |
| 5,273,318 |
Loans payable |
| 3,313,544 |
| 3,439,036 |
Rent concessions |
| 114,595 |
| 125,445 |
Deferred Revenue |
| 8,600 |
| 8,600 |
|
| 8,960,440 |
| 8,846,399 |
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|
|
Net Assets (Liabilities) | $ | (8,397,548) | $ | (7,071,119) |
The following summarizes the operations of the discontinue operations:
|
| Three Months Ended |
| Nine Months Ended | ||||
|
| April 30, 2020 |
| April 30, 2019 |
| April 30, 2020 |
| April 30, 2019 |
Revenues | $ | 127,968 | $ | 182,817 | $ | 524,610 | $ | 301,176 |
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|
|
|
|
|
|
|
|
Cost of sales |
| 232,303 |
| 269,540 |
| 598,671 |
| 448,520 |
Selling, general and administrative expenses |
| 5,046 |
| 4,613 |
| 30,544 |
| 110,377 |
Impairment expense |
| - |
| - |
| - |
| 6,807,753 |
Depreciation expense |
| 2,587 |
| 3,881 |
| 10,348 |
| 203,881 |
|
| 239,936 |
| 278,034 |
| 639,563 |
| 7,570,531 |
|
|
|
|
|
|
|
|
|
Operating loss |
| (111,968) |
| (95,217) |
| (114,953) |
| (7,269,355) |
|
|
|
|
|
|
|
|
|
Other expenses |
| 749 |
| 352 |
| 1,756 |
| 80,352 |
|
|
|
|
|
|
|
|
|
Net loss | $ | (112,717) | $ | (95,569) | $ | (116,709) | $ | (7,349,707) |
|
|
|
|
|
|
|
|
|
NOTE 5 – COMMITMENTS AND LEASES
Open Data Centers, LLC was committed to long term operating leases for its facility in Piscataway, New Jersey. There are four more years remaining on the lease, however, Open Data Centers LLC’s ability to make these lease payments is in doubt.
Hammer Fiber Optics Holdings Corp has no cross-corporate guarantees, nor are their any personal guarantees made by or on behalf of any directors or officers of Hammer. There are no successor entities.
10
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(Unaudited)
NOTE 5 – COMMITMENTS AND LEASES (CONTINUED)
The future minimum lease payments are provided below:
| Amount |
For the fiscal year ended July 31, 2021 | 387,517.68 |
For the fiscal year ended July 31, 2022 | 399,143.16 |
For the fiscal year ended July 31, 2023 | 411,117.48 |
For the fiscal year ended July 31, 2024 | 423,450.96 |
|
|
NOTE 6 – GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The 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 7 – PROPERTY AND EQUIPMENT
As of April 30, 2020 and July 31, 2019, property and equipment consisted of the following:
NOTE 8 – INDEFINITE LIVED INTANGIBLE ASSETS
The Company has $3,242,057 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.
11
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(Unaudited)
NOTE 9 – RELATED PARTY TRANSACTIONS (CONTINUED)
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.
The party has agreed, in writing, to convert these notes into Common Stock and cure the default.
As of October 31, 2018, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet.
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 20th and May 5th 2020 in the amounts of $36,300, and $12,000 respectively. The $12,000 note was paid on May 12th, 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.
NOTE 10 – 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.
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 14,558,387 treasury shares as of April 30, 2020.
NOTE 11 – 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.
12
HAMMER FIBER OPTICS HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2020
(Unaudited)
NOTE 12 – CLAIMS
The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:
Crown Castle Fiber FKA Lightower | $ | 1,544,621 |
Zayo Group, LLC | $ | 2,561,370 |
Calvi Electric | $ | 9209.69 |
Horizon Blue Cross | $ | 17,308.58 |
Cross River Fiber | $ | 273,220 |
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.
Hammer Fiber Optics Investments Ltd reached a settlement agreement with Bank of America for $3,000 and has met its obligations.
The following parties have filed claims against Open Data Centers, LLC and are not secured:
Foley Incorporated | $ | 5,703.69 |
The following parties have filed claims against 1stPoint Communications, LLC and are not secured:
Shannon Walchuk | $ | 124,212.47 |
1stPoint Communications is attempting to come to an amicable resolution to this matter.
Please see NOTE 14 – SUBSEQUENT EVENTS below for further detail regarding the ongoing resolution of these claims.
NOTE 13 – 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 14 – SUBSEQUENT EVENTS
On June 14, 2020, Michael P. Cothill tendered his resignation as the Executive Chairman, Treasurer and Principal Financial Officer of the Company. Mr. Cothill will continue as the Company’s Non-Executive Chairman. Erik Levitt, the Company’s Chief Executive Officer will assume the role of interim Principal Financial Officer.
Open Data Centers, LLC has received a default notice from Corporate Place Partners, LLC and its ability to fulfill its obligations under the lease are in doubt.
13
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, 2019, filed with the SEC on November 14, 2019.
Results of Operations
Three Months Ended April 30, 2020 Compared to the Three Months Ended April 30, 2019
Net revenues for the three months ended April 30, 2020 and April 30, 2019 were $388,900 and $888,395, respectively, a decrease of 56.22%. The decrease was due to the management’s decision to terminate Endstream Communications Toll Free Termination business.
As of November 1, 2019 Endstream Communications has exited the Toll Free Termination business and is repositioning itself to provide voice termination services in Hammer’s markets in the Caribbean (such as Dominica) as well as its direct routes to Guyana and Bermuda and Africa. Since that time Endstream has built its new interconnection in Dominica and has begun sales in the market.
During the three months ended April 30, 2020, the Company incurred total operating expenses of $453,269 compared with $861,307, a decrease of 47.37%, for the comparable period ended April 30, 2019. The change in expenses was to due to the discontinuation of the Toll Free Termination business of Endstream Communications.
Management has continued to reduce costs through the third quarter as it repositions these assets to provide service in Hammer’s international markets and its SMS business.
The Company recorded depreciation and amortization expense of $10,934 and $14,815 during the three months ended April 30, 2020 and April 30, 2019, respectively.
During the three months ended April 30, 2020 and 2019, interest expense was $8,482 and $9,606 respectively.
During the three months ended April 30, 2020 and 2019, the Company has losses of $112,717 and $95,569, respectively, on the operations of its’ discontinued operations of Open Data Centers, LLC and Hammer Fiber Optics Investment Ltd
.
Nine Months Ended April 30, 2020 Compared to the Nine Months Ended April 30, 2019
Net revenues for the nine months ended April 30, 2020 and April 30, 2019 were $1,651,114 and $1,647,354, respectively, an increase of 0.42%.
During the nine months ended April 30, 2020, the Company incurred total operating expenses of $2,039,247 compared with $1,765,370, an increase of 31.80%, for the comparable period ended October 31, 2019. The increase was due to the was due to the acquisitions of Endstream Communications, 1stPoint Communications, and Shelcomm.
The Company recorded depreciation and amortization expense of $40,564 and $23,714 during the nine months ended April 31, 2020 and 2019, respectively.
During the nine months ended April 30, 2020 and 2019, the Company has losses of $116,709 and $7,349,707, respectively, on the operations of its’ discontinued operations of Open Data Centers, LLC and Hammer Fiber Optics Investment Ltd
14
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 nine months ended April 30, 2020, the Company decreased cash for operating activities by $228,328, compared to $431,405 in the period ended April 30, 2019.
Cash Flow from Investing Activities
During the nine months ended April 30, 2020, the Company’s investing activities used $35,153, compared to $477,806 provided by investing activities during the six months ended April 30, 2019. The increase was primarily due to emergency repairs needed to Open Data Center’s facility in Piscataway, NJ.
Cash Flow from Financing Activities
During the nine months ended April 30, 2020, the Company netted $245,313 in cash from financing activities compared with $177,285 used during the three months ended April 30, 2020.
Going Concern
As at April 30, 2020, 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.
15
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.
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 April 30, 2020. 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 April 30, 2020, our internal control over financial reporting was not effective.
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. 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.
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.
The following three parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:
Crown Castle Fiber FKA Lightower | $ | 1,544,621 |
Zayo Group, LLC | $ | 2,561,370 |
Calvi Electric | $ | 9209.69 |
Horizon Blue Cross | $ | 17,308.58 |
Cross River Fiber | $ | 273,220 |
The company resolved the claims of Iron Mountain Data Centers, LLC and Bank of America.
The following parties have filed claims against Open Data Centers, LLC and are not secured:
Foley Incorporated | $ | 5,703.69 |
The following parties have filed claims against 1stPoint Communications, LLC and are not secured:
Shannon Walchuk | $ | 124,212.47 |
1stPoint Communications is attempting to come to an amicable resolution to this matter.
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. MINE SAFETY DISCLOSURES
N/A.
ITEM 5. OTHER INFORMATION
Please refer to our Current Reports on Form 8-K filed since August 19, 2016, which are incorporated by reference herein.
17
ITEM 6. EXHIBITS
Exhibit |
|
|
|
|
Number |
| Description of Exhibit |
|
|
| Certification of Principal Executive Officer Pursuant to Rule 13a-14 |
| Filed herewith. | |
| Certification of Principal Financial Officer Pursuant to Rule 13a-14 |
| Filed herewith. | |
| CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
| Filed herewith. | |
| 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.
18
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: June 22, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Executive Officer |
|
|
|
Date: June 22, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |
19