What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-08 compared with 2021-10-29 · 212 added, 196 removed, 531 unchanged (43% of the section changed)

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Notes to Consolidated Financial Statements

Boyle CPA, LLC

Certified Public Accountants & Consultants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and

Board of Directors of Hammer Fiber Optics Holdings Corp.

To the Board of Directors and Stockholders of Hammer Fiber Optics Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hammer Fiber Optics Holdings Corp.

(the "Company") as of July 31, 2021 and 2020, the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the two-years in the period ended July 31, 2021, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company's Ability to Continue as a Going Concern

We have audited the accompanying consolidated balance sheet of Hammer Fiber Optics Holdings Corp.

("the Company") as of July 31, 2022, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022 , and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 4 to the consolidated financial statements, the Company's cumulative net losses raises substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements.

Management's plans are also described in Note 4.

The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

Basis of Opinion

As discussed in Note 4 to the financial statements, the Company has consistently sustained losses since inception.

This factor, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 4.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

331 Newman Springs Road

P (732) 784-1582

Building 1, 4 th Floor, Suite 143

F (732) 510-0665

Red Bank, NJ 07701

Intangible Assets with Indefinite Lives

As described in Notes 3 and 4 to the consolidated financial statements, the Company had intangible assets with indefinite useful lives.

The assessment for impairment on these intangible assets required accounting considerations and significant estimates.

A significant portion of the Company's intangible assets are wireless licenses that provide wireless operations with the exclusive right to utilize designated radio frequency spectrum to provide communication services.

The Company tests the wireless licenses and other indefinite lived intangible assets for potential impairment annually or more frequently if impairment indicators are present.

The Company performs a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test.

Based upon the qualitative and quantitative factors, the Company determined that its' intangible assets were not impaired at July 31, 2021.

We identified the accounting considerations of the valuation of intangible assets with indefinite lives as a critical audit matter.

The principal considerations for our determination were:

(1) the significant judgment by management in determining the accounting for the valuation of intangible assets with indefinite useful lives and the (2) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's accounting for the valuation of intangible assets with indefinite useful lives.

Our audit procedures related to management's conclusion on the evaluation of the valuation of intangible assets with indefinite lives, included the following, among others:

(1) evaluating the assessment performed by Management and, (2) independently assessing the carrying values of the intangible assets with indefinite lives

/s/ Boyle CPA, LLC

Accounting for Business Combination and Valuation of Intangible Assets - Refer to Note 6 to the financial statements

Critical Audit Matter Description

The Company transacted in a share exchange agreement with Telecom Financial Services Limited during the year which qualified as a significant, unusual transaction.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures to evaluate management's accounting for the business combination and resulting asset value consisted of the following, among others:

Evaluation of management's methodology for accounting for the business combination.

Evaluation of information available to management in determining the value of the asset.

Accounting for Revenue - Refer to Note 3 to the financial statements

Critical Audit Matter Description

The Company records revenue as services are provided and timing of services can impact revenue and contract liabilities balances.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures to evaluate management's accounting for revenue consisted of the following, among others:

Evaluation and testing of revenue to determine appropriate cutoff.

Evaluation of management's revenue recognition policies in accordance with ASC 606 Revenue from Contracts with Customers .

Fruci and Associates II, PLLC

We have served as the Company's auditor since 2022.

October 29, 2021

331 Newman Springs Road

P (732) 784-1582

Building 1, 4 th Floor, Suite 143

F (732) 510-0665

Red Bank, NJ 07701

Spokane, Washington

February 8, 2023

Hammer Fiber Optics Holdings Corp.

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Interest expense

Financing expenses

Other expenses

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Consolidated Statement of Stockholders' Equity (Deficit)

Stockholders'

Treasury Stock

Stockholders'

Equity (Deficit)

Balance, July 31, 2019

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Balance, July 31, 2021

Shares issued from prior acquisition

Shares returned to treasury

Treasury shares issued for acquisition

Commitment shares issued for debt

Treasury shares issued

Balance, July 31, 2022

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

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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.

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 became a wholly owned subsidiary of the Company.

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 became 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 provided 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.

to Hammer Fiber Optics Holdings Corp.The Plan of Merger also provided 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.

(“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.

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TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

TFS will be renamed HammerPay [USA] Ltd.

This acquisition has been discussed in the Subsequent Events.

TFS has been renamed HammerPay [USA] Ltd.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020, mostly due to the discontinuation of the operations it its Open Data Centers, LLC operations effective April 30, 2020.

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.

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 $ 88,097 notes payable to Bank of America, pursuant to the Paycheck Protection Program ("PPP Loan") under the CARES Act.

1stPoint has met the requirements for Loan Forgiveness, and as of October 19, 2021, these notes have been forgiven by the Small Business Administration in accordance with rules of the CARES Act.

1stPoint met the requirements for Loan Forgiveness, and as of October 19, 2021, these notes have been forgiven by the Small Business Administration in accordance with rules of the CARES Act.

The amounts of have been reflected as other income in the company's financial statements.

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Depreciation is provided for on a straight-line basis over the useful lives of the assets.

For network service equipment, and furniture and fixtures, the useful life is ten and five years, respectively.

Leasehold Improvements are depreciated over six years.

For network service equipment, and furniture and fixtures, the useful life is ten and five years , respectively.Leasehold Improvements are depreciated over six years .

Expenditures for additions and improvements are capitalized;

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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.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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The company accrues for sales returns, bad debts, and other allowances based on its historical experience.

The Company's revenues have consisted primarily of subscription agreements for its broadband internet and voice-over-IP phone services.

Residential broadband service delivered to customers over the Company's hybrid fiber and wireless network in Atlantic County, New Jersey has been the primary revenue source.

Revenues are supplemented by phone and add-on services.

Broadband services delivered via fiber optics to enterprise businesses account for the remaining sources of revenue.

Services have been billed monthly to subscribers on either a one- year or two-year contract for residential customers and three-year contracts for enterprise business customers.

Revenue begins accruing as service is delivered at commencement of the customer's service contract.

The Company’s revenues are derived from its subsidiaries, 1stPoint Communications, LLC, Endstream Communications, LLC and Shelcomm, Inc.

1stPoint’s and Shelcomm’s revenues are derived from retail web and voice hosting services as well as carrier hosting services.

These are contracted agreements which are billed monthly and revenues are recognized in the period in which the services are rendered.

In some cases customers sign longer term agreements (up to two years) and prepay for those services.

Revenues are recognized in the period the services are delivered.

Endstream’s revenue is derived from post-paid and pre-paid wholesale voice services and billed on a usage basis.

Revenues are recognized in the period in which the services are delivered .

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes".

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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 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

All financial assets and liabilities are approximate their fair value.

Warrants are valued at Level 3.

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp.

is the parent company and sole shareholder of Hammer Wireless Corporation, Hammer Fiber Optic Investments Ltd, 1stPoint Communications, LLC, Endstream Communications, LLC, Shelcomm, Inc., Open Data Centers, LLC, and American Network, Inc.

The company is also the beneficial owner of Hammer Wireless SL.

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Hammer Fiber Optics Investments, Ltd and Open Data Centers, LLC have been discontinued and are reported on a summarized basis in consolidation.

Open Data Centers was dissolved on December 30, 2020.

The discontinued operations continue to have assets valued greater than zero because there is a commitment for equipment that has yet to be manufactured that is considered by management to be of value in future deployments either in the Company’s existing telecommunications business unit, or potentially in new deployments on the African continent in support of the HammerPay, which is part of the financial technologies business unit.

Basic and Diluted Earnings (Loss) per Common Share

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As of July 31, 2022 and 2021, there were no common stock equivalents outstanding.

As of July 31, 2022 the Company had 300,000 shares of potentially dilutive warrants.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, Revenue from Contracts with Customers.

ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S.

GAAP and replace it with a principle-based approach for determining revenue recognition.

ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.

The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

In addition, during 2016 the FASB has issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, all of which clarify certain implementation guidance within ASU 2014-09, and ASU 2016-11, which rescinds certain SEC guidance effective upon an entity's adoption of ASU 2014-09.

ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.

Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.

The Company adopted ASU No.

2014-09 and related updates on August 1, 2018.

Adoption did not have a material impact on the Company's consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related EPS guidance.

At present this does not impact our financial statements, but may in the future if there is conversion of certain notes.

Management will continue to evaluate if this impacts our financial statements .

No other accounting pronouncements are applicable.

Reclassifications

Certain reclassifications have been made to the financial statements to conform to the consolidated 2021 financial statement presentation.

HAMMER FIBER OPTICS HOLDINGS CORP.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 15, 2018.

The Company is assessing the impact this standard will have on its' consolidated financial statements.

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

Reclassifications

Certain reclassifications have been made to the financial statements to conform to the consolidated 2021 financial statement presentation.

Accounts Receivable

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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 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 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.

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Net assets (liabilities)

The following summarizes the operations of the discontinue operations:

The following summarizes the operations of the discontinued operations:

Operating expenses

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NOTE 6 - ACQUISITIONS

There were no new acquisitions during the period.

On October 25, 2021 our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent ( 100 %) of its stock in exchange for 5,000,000 shares of the Company's Common Stock..

TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

TFS has been renamed HammerPay [USA] Ltd.

One Hundred Percent (100%) of the value of the acquisition has been allocated to the value of the HammerPay Remit Platform (formerly TFS Remit) and associated customer contracts with United Bank for Africa which have been previously disclosed via 8-K.

NOTE 7 - PROPERTY AND EQUIPMENT

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NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

The Company has intangible assets with indefinite useful lives resulting from various acquisitions, including of 1stPoint Communications LLC and Endstream Communications, LLC.

A portion of our intangible assets are wireless licenses that provide our wireless operations with the exclusive right to utilize designated radio frequency spectrum to provide communication services.

While licenses are often issued for only a fixed time, such licenses are subject to renewal.

License renewals have occurred routinely and at nominal cost.

Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of our licenses.

As a result, we treat the wireless licenses as an indefinite-lived intangible asset.

We re-evaluate the useful life determination for wireless licenses each year to determine whether events and circumstances continue to support an indefinite useful life.

The Company has $ 18,934 of recognized indefinite lived intangible assets, which consist of the ownership of Internet Protocol version 4 (IPv4) address blocks.

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in exchange for capital stock in Wikibuli, the operating company in Dominica.

Hammer acquired the stock of Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent ( 100 %) of its stock for 5,000,000 shares of the Company's Common Stock.

This asset was valued at $ 4,250,500 .

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.

Based upon the qualitative and quantitative factors, the Company determined that its’ intangible assets are not impaired at July 31, 2021.

NOTE 9 - RELATED PARTY TRANSACTIONS

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The loan carries an annual interest rate of 3 %.

The company settled this note for the full amount in stock at $3/share of HMMR common stock on July 31, 2021.

On April, 9 2018, the Company received an additional $20,000 deposit from a family member of a member of the BOD.

The amount was intended as additional working capital.

The Company anticipates execution of a loan agreement relative to this advance.

During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a Director for an aggregate amount of $2,400,000 and $1,000,000, respectively.

The $2,400,000 note matures 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.

On September 15, 2016, the Company received $ 210,000 from a family member of a member of the BOD, also for the purpose of working capital, and has recorded such amount as a deposit in anticipation of executing a loan agreement.The company settled this note for the full amount in stock at $ 3 /share of HMMR common stock on July 31, 2021.

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

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 .

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The principal balance was $ 2,294,067 at July 31, 2019 and 2018.

The interest accrued was $219,434 at July 31, 2018 and $69,594 at July 31, 2017, respectively.

This company settled this note for the full amount in stock at $3/share of HMMR common stock on July 31, 2021.

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 settled these amounts in full on of July 31, 2021 in exchange for HMMR common stock at $3/share.

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 %.

In November 1, 2018, as a term of the Stock Purchase Agreements Amendment Number 1 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.

These notes were converted to equity at $ 3 per share of common stock during the period ended July, 31, 2021 in the amount of 1,757,500 shares of Common Stock.

On February 12, 2018, the Company entered into a convertible promissory note for the sum of $ 103,000 .

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NOTE 9 - RELATED PARTY TRANSACTIONS (CONTINUED)

During the fiscal year 2019, the Company entered into a Stock Purchase Agreement with a related party for the sum of $25,000 of common stock at $0.25 per share on March 17, 2020, the sum of $40,000 of common stock at $0.24 per share on March 24, 2020.

On April, 9 2018, the Company received an additional $ 20,000 deposit from a family member of a member of the Board of Directors.

The amount was intended as additional working capital.

The Company anticipates execution of a loan agreement relative to this advance.

This note was converted at $ 3 per share of the Company’s Common Stock during the period ended July 31, 2021 as part of the terms of the Stock Purchase Agreements Amendment Number 1 as part of the acquisition of Open Data Centers, LLC, 1stPoint Communications, LLC and Endstream Communications, LLC.

During the fiscal year 2018, the Company entered into a Stock Purchase Agreement with a related party for the sum of $ 14,000 of common stock at $ 0.4629 per share on May 5, 2019, and the sum of $ 12,000 of common stock at $ 0.405 per share on May 30, 2019.During the fiscal year 2019, the Company entered into a Stock Purchase Agreement with a related party for the sum of $ 25,000 of common stock at $ 0.25 per share on March 17, 2020, the sum of $ 40,000 of common stock at $ 0.24 per share on March 24, 2020.

During the current fiscal year ending on July 31, 2020, the Company entered into convertible notes with a related party on April 20 th and May 5 th 2020 in the amounts of $ 36,300 , and $ 12,000 respectively.

The $ 12,000 note was paid on May 12 th , 2020.

The Company entered into a convertible note with a related party on August 22, 2019 in the amount of $ 12,000 .

$ 4,500 has been repaid.

The Company entered into a convertible note with two related parties 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 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

and may be convertible into common stock at the Company's option.

On February 26, 2021, March 9, 2021 and March 15, 2021 the Company entered into promissory notes for the sums of $ 25,000 , $ 100,000 and $ 25,000 respectively, with a related party.

These notes are bear interest at a rate of 6 % payable

unless forgiven by the note holder and may be converted into common stock at the Company’s option.

On January 15, 2022 the Company entered into a promissory note for the sum of $ 25,000 with a related party.These notes bear interest at a rate of 6 %, annually, to be expensed at the end of the note upon conversion unless forgiven by the holder, and may be convertible into common stock at the Company's option, and on December 28, 2021, January 12, 2022 and January 21, 2022 1stPoint Communications, LLC entered into three notes in the amounts of $ 10,200 , $ 7,600 and $ 4,000 with a related party under the same terms as the note on January 15, 2022.

As of July 31, 2022, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet.

NOTE 10 - CONVERTIBLE DEBT

On February 12, 2018, the Company entered into an agreement for a convertible promissory note for the sum of $103,000.

The note accrues interest at a rate of 12 percent per annum due at maturity.

The note matures nine months from the issuance date.

Prepayment of the note is subject to a premium charge based on the amount of days prepaid before the maturity date.

The note allows conversion into the Company's common stock at a discount of 37 percent of the stock's market price.

The holder shall have the right after 180 days to convert all or part of the note at their discretion.

On June 19, 2018 the note was settled in full on the company's behalf by a Director.

The company has convertible notes with related parties in the amounts of $ 24,253 , $ 161,300 , $ 12,000 , $ 6,000 , $ 7500 , $ 36,600 and $ 295,500 that convert into Common Stock at the Company's option and bear interest at a rate of 6 % annually, to be expensed at the time of conversion.

On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P.

Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $ 550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note.

The Mast Note has an original issue discount of $ 55,000 , resulting in gross proceeds to the Company of $ 495,000 .

Mast has piggyback registration rights pursuant to the terms of the Mast SPA.

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

The Mast Note bears interest at a rate of 12 % per annum and matures on February 11, 2023 .

Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16 % per annum and (ii) the maximum amount permitted by law.

The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option.

Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99 % equity blocker, at a conversion price of $ 0.58 per share;

provided, however, that Mast is entitled to deduct $ 1,750 from the conversion amount in each case to cover Mast's fees associated with conversion.

Mast's right to exercise each of the Mast Warrants is subject to a 4.99 % equity blocker.

Each of the Mast Warrants expires on the five-year anniversary of issuance.

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

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022 and 2021

NOTE 10 - CONVERTIBLE DEBT (CONTINUED)

On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos").

Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $ 275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note.

The Talos Note has an original issue discount of $ 27,500 , resulting in gross proceeds to the Company of $ 247,500 .

Talos has piggyback registration rights pursuant to the terms of the Talos SPA.

Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $ 3.00 , subject to adjustment as set forth therein (the "Talos First Warrant"), (ii) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $ 1.50 , subject to adjustment as set forth therein (the "Talos Second Warrant" and together with the Talos First Warrant, the "Talos Warrants"), and (iii) 237,500 shares of Company common stock to Talos as additional consideration for the purchase of the Talos Note.

The Talos Note bears interest at a rate of 12 % per annum and matures on February 17, 2023 .

Any amount of principal or interest on the Talos Note which is not paid when due will bear interest at a rate of the lesser of (i) 16 % per annum, and (ii) the maximum amount permitted by law.

The Talos Note may not be prepaid in whole or in part except as provided in the Talos Note by way of conversion at Talos' option.

NOTE 11 - INCOME TAXES

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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.

HAMMER FIBER OPTICS HOLDINGS CORP.

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NOTE 11 - INCOME TAXES (CONTINUED)

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.

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Treasury Stock

During the year ended July 31, 2021, the Company received cash of $75,000 from the sale of 307,377 treasury shares to various Directors:

Price Per Share

On January 22, 2021, the company issued 2,067,071 shares of stock in accordance with the Stock Purchase Agreements between the Company and 1stPoint Communications, LLC and Endstream Communications, LLC.

On July 31, 2021, the Company issued 1,757,500 shares of stock in settlement of notes payable to a related party.

During the year ended July 31, 2022, the Company issued 5,000,000 shares as part of a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent ( 100 %) of its stock.

TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

The acquisition of TFS closed on January 3, 2022.

TFS has been renamed HammerPay [USA] Ltd.

NOTE 13 - COMMITMENTS AND LEASES

Hammer does not currently have any material long term lease obligations.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021 and 2020

NOTE 14 - FOREIGN CURRENCY

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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 US 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.

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 15 - 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.

One of such shares.

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

NOTE 15 - CLAIMS

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business.

Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable.

These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

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

Calvi Electric v.

Hammer Fiber Optics Inv, Ltd.

Horizon Blue Cross v.

Hammer Fiber Optics Inv, Ltd.

Cross River Fiber v.

Hammer Fiber Optics Inv, Ltd.

The matter of 15 Corporate Place, LLC v.

Open Data Centers, LLC settled for $ 25,000 plus acceptance of the security deposit which has already been written down in assumption of this outcome.

The final settlement was less than the $ 35,000 originally offered.

Cross River Fiber has advanced its claim against Hammer Fiber Optics Investments, Ltd.

Cross River Fiber has expanded its claim to include Hammer Fiber Optics Holdings Corp, 1stPoint Communications, LLC, Endstream Communications, LLC, Open Data Centers, LLC, Manhattan Carrier Company, LLC, Erik Levitt personally, Local Telecommunications Services – FL, LLC, Local Telecommunications Services – NY, LLC, American Network Inc and Hammer Wireless Corporation.

There never was, nor has there ever been, a contract between any of these entities or Mr.

Levitt personally and Cross River Fiber, nor is there any security under the agreement between Cross River Fiber and Hammer Fiber Optics Investments, Ltd.

After discovery in the claim against Hammer Fiber Optics Holdings Corp and its subsidiaries, Hammer has made a motion for Summary Judgement to dismiss the claim on the basis of the lack of evidence that any entity other than Hammer Fiber Optics Investments, Ltd.

was a party to the claim.

The claims in this matter are similar to those made by Zayo Group and Crown Castle Fiber, which were both settled.

As a result of the expected outcome, management has made no allowance for loss in these matters.

NOTE 16 - WARRANTS

On February 11, 2022, the Company issued 150,000 warrants to Mast Hill Fund, L.P.

in conjunction with convertible debt.

The warrants are exercisable for 5 years at $ 1.50 per share.

The warrants were evaluated for purposes of classification between liability and equity.

The warrants do not contain features that would require a liability classification and are therefore considered equity.

On February 11, 2022, the Company issued 150,000 warrants to Mast Hill Fund, L.P.

in conjunction with convertible debt.

The warrants are exercisable for 5 years at $ 3.00 per share.

The warrants were evaluated for purposes of classification between liability and equity.

The warrants do not contain features that would require a liability classification and are therefore considered equity.

The Black Scholes model was used to determine the fair price of the warrants, including the use of the share price, exercise price, term, volatility ( 16 %), risk free interest rate ( 3.63 %) and the dividend rate ( 0 %).

The price of the warrants was considered immaterial and because the strike price of both warrants has not been exceeded in the prior three periods it was determined by management that the price of the option should be valued at $ 0.000 /share.

NOTE 17 - SUBSEQUENT EVENTS

On October 25, 2021 our Board of Directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent (100%) of its stock.

TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

TFS will be renamed HammerPay [USA] Ltd.

This acquisition has been discussed in the Subsequent Events.

In exchange for 100% of the stock of TFS, the Company will deliver 5,000,000 shares of HMMR common stock.

This stock is being issued from treasury and the transaction is non-dilutive.

In order to facilitate this transaction, 3,000,000 shares of stock that had been reserved for other transactions will be returned to treasury.

On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos").

The Talos Note had an original issue discount of $ 27,500 , resulting in gross proceeds to the Company of $ 247,500 .

Talos reserved the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Talos Note into common stock, subject to a 4.99 % equity blocker, at a conversion price of $ 0.58 per share under the rights pursuant to the terms defined in their entirety by the Talos SPA filed by the Company in a Current Report on Form 8-K on February 23, 2022.

On October 4, 2022 Talos informed the Company that it had elected to convert the $ 275,000 principal amount of the Note together with $ 20,613.68 interest and $ 1,750.00 in fees totaling $ 297,363.68 into 512,696 shares of Common Stock to be issued pursuant to the conversion of the Note as set forth in the Talos SPA.

On October 19, 2022, the Company announced that it has entered into a non-binding letter of intent with shareholders of Mobile Finance Group Ltd trading under the brand name of Wallet Factory, a provider of digital finance services and enterprise-grade e-Wallet platforms.

The LOI contemplates that the parties will enter into a definitive agreement pursuant to which HMMR will acquire a controlling interest in the outstanding common stock of Mobile Finance Group Ltd ("Wallet Factory").

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS

On November 14, 2022, we dismissed as our independent public accounting firm Boyle CPA (the "Dismissal").

The Dismissal is due to Boyle CPA's failure to provide any meaningful responses to our repeated communications since the September 9, 2022 Engagement Letter with Boyle CPA regarding the audit to be performed by Boyle CPA for the audit year end of July 31, 2022 (the "Audit"), leading us to the conclusion that Boyle CPA was not committed to working on the Audit.

On November 14, 2022, our Board of Directors unanimously approved a resolution to dismiss Boyle CPA effective immediately as of November 14, 2022.

During the years ending July 31, 2019, 2020 and 2021, respectively and the subsequent interim periods through October 31, 2022 and to present there were no (1) disagreements with Boyle CPA on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, or (2) reportable events under Item 301(a)(1)(v) of Regulation S-K.

On November 14, 2022, , the Company unanimously passed a resolution to appoint Fruci and Associates II, PLLC as our new independent public accounting firm.

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 Chief Executive Officer and our Chief Financial Officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of July 31, 2020, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness of the design and operation of our 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 and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of July 31, 2022, we carried out an evaluation, under the supervision of our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

The officer concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report.

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Owner Directors and Officers:

Shares Held or Controlled

Shares Held or

Percentage of Class 1

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New York, NY 10016

All executive officers and directors

as a group (5 people)

All executive officers and directors as a group (5 people)

The number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

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The beneficial ownership of our Chairman, Michael Cothill, is held through Ambleside Trust, of which he is the Managing Member.

Erik Levitt's ownership is composed of 1,130,476 shares owned indirectly, as follows:

(a) 91,800 shares issued (pursuant to an the September 11, 2018 Purchase Agreement for our purchase of Shelcomm, Inc.) ("Shelcomm"), in exchange for Erik Levitt's respective equity ownership in Shelcom.;

In addition, pursuant to vesting schedules, Erik Levitt will receive 1,534,325 shares through a single member LLC, Manhattan Carrier Company ("Manhattan), of which he is the sole member, as follows:

(i) 665,808 shares issued to (pursuant to the September 11, 2018 Purchase Agreement providing for our 100% purchase of Endstream Communications, LLC ("Endstream), which included Erik Levitt's respective ownership of Endstream;

Erik Levitt's ownership is composed of 2,384,310 shares owned directly, as follows:

(a) 91,800 shares issued (pursuant to an the September 11, 2018 Purchase Agreement for our purchase of Shelcomm, Inc.) ("Shelcomm"),in exchange for Erik Levitt's respective equity ownership in Shelcomm;

and (b) 199,954 shares issued (pursuant to the September 12, 2018 Purchase Agreement for our purchase of Open Data Centers ("Open Data")in exchange for Erik Levitt's respective ownership of Open Data Centers, LLC.In addition, pursuant to vesting schedules, Erik Levitt will receive 1,534,325 shares through a single member LLC, Manhattan Carrier Company ("Manhattan), of which he is the sole member, as follows:

(i) 665,808 shares issued to (pursuant to the September 11, 2018 Purchase Agreement providing for our 100% purchase ofEndstream Communications, LLC ("Endstream), which includedErik Levitt's respectiveownership of Endstream;

(ii) 871,517 shares issued to (pursuant to the September 11, 2018 Purchase Agreement providing for our 100% purchase of lstPoint Communications, LLC) ("lstPoint"), including Erik Levitt's respective ownership of lstPoint.

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Mark Stogdill's ownership is 5,000,000 shares represents his indirectly ownership of 5,000,000 shares owned by Arradis Enterprises, LLC, a Limited Liability Company under his control and for which he has sole dispositive power.

Pursuant to a stock grant and a Rule 539 Vesting Plan, Kristen Vasicek will receive 81,320 shares by our issuance of 16,264 shares each on January 2, 2020 2021, 2022, 2023, and 2024.

Additionally, pursuant to a stock grant and a Rule 539 Vesting Plan, Kristen Vasicek will receive 52,093 shares, 10,418.6 shares each on January 2, 2020, 2021, 2022, 2023, and 2024.

Amendment 2 to the Stock Purchase Agreement for Endstream and 1stPoint Communications altered the 539 Plan, and Ms.

Vasicek received 12,501 shares of Common Stock in exchange for Ms.

Vasicek's respective ownership of Endstream Communications, LLC and 21,167 shares of Common Stock in exchange for Ms.

Vasicek's respective ownership of 1stPoint Communications, LLC.

Pursuant to Amendment 2 of the Stock Purchase Agreement, Ms.

Vasicek received an additional 18,113 shares of stock on January 2, 2021.

Kristen Vasicek received 261,791 shares associated with the 2018 Purchase Agreements of Endstream Communications, LLC, and 1stPoint Communications, LLC, as amended under Amendment 2 of the Stock Purchase Agreement, which altered the 539 Vesting Plan.

Term of Office

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Significant Employees

Cothill - Executive Chairman

Levitt - Principal Financial Officer, CEO - 1stPoint Communications

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Compensation ($)

Executive Director & Executive Chairman

Executive Director& Principal Financial Officer, CEO - 1stPoint Communications, LLC

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The "All Other Compensation" column is used to disclose the aggregate amount of all compensation that the company could not properly report in any other column of the Summary Compensation Table.

Levitt had an employment agreement with the company but opted to take a reduction of compensation for year ending July 31, 2021 as reflected in the Summary Compensation Table.

Kristen Vasicek is employed by the company under an at-will employment agreement.

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Management Agreements

We had executive contract agreements during the reporting period with our CEO Erik B.

Pension, Retirement or Similar Benefit Plans

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Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:

Audit fees and audit related fees

Audit related fees

All other fees

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Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.

Share Exchange Agreement by and among the Company, Hammer Fiber Optic Investments Ltd.

and the shareholders of Hammer Fiber Optic Investments Ltd.

Filed with the SEC on April 28, 2016, as part of our Current Report on Form 8-K.

Material Contract for exclusive distribution rights

Filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.

Employment Agreement dated September 11, 2018 between Mark Stogdill and the Company