Hammer Fiber Optics Holdings Corp. Files Annual Report on Form 10-K

TL;DR

<b>Hammer Fiber Optics Holdings Corp. has filed its annual 10-K report for the fiscal year ending July 31, 2023, detailing past financial activities and subsequent events.</b>

AI Summary

HAMMER FIBER OPTICS HOLDINGS CORP (HMMR) filed a Annual Report (10-K) with the SEC on February 16, 2024. Hammer Fiber Optics Holdings Corp. filed its annual report on Form 10-K for the fiscal year ended July 31, 2023. The company was formerly known as Tanaris Power Holdings Inc. and Recursos Montana S.A. The filing includes details on various warrants and securities purchase agreements dating back to 2021 and 2022. Several promissory notes were issued as subsequent events in late 2023. The company is incorporated in Nevada and its fiscal year ends on July 31.

Why It Matters

For investors and stakeholders tracking HAMMER FIBER OPTICS HOLDINGS CORP, this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's financial performance and strategic activities over the past fiscal year, offering insights into its operational status and future outlook. The inclusion of numerous prior agreements, warrants, and subsequent promissory note issuances suggests a period of significant financial restructuring or capital raising efforts.

Risk Assessment

Risk Level: medium — HAMMER FIBER OPTICS HOLDINGS CORP shows moderate risk based on this filing. The company has a history of name changes and complex financial transactions involving warrants and promissory notes, indicating potential financial instability or ongoing restructuring.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the company's financial health and operational strategy.

Key Numbers

• 2023-07-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-02-16 — Filing Date (FILED AS OF DATE)
• NV — State of Incorporation (STATE OF INCORPORATION)
• 4899 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)
• 844-413-2600 — Business Phone (BUSINESS PHONE)
• 2023-11-06 — Promissory Note Date (hmmr:PromissoryNoteIssuedElevenMember us-gaap:SubsequentEventMember)
• 2023-12-04 — Promissory Note Date (hmmr:PromissoryNoteIssuedEightMember us-gaap:SubsequentEventMember)
• 2023-12-13 — Promissory Note Date (hmmr:PromissoryNoteIssuedNineMember us-gaap:SubsequentEventMember)

Key Players & Entities

• HAMMER FIBER OPTICS HOLDINGS CORP (company) — FILER
• 0001062993-24-003401 (filing_id) — ACCESSION NUMBER
• 20230731 (date) — CONFORMED PERIOD OF REPORT
• 20240216 (date) — FILED AS OF DATE
• Tanaris Power Holdings Inc. (company) — FORMER COMPANY
• Recursos Montana S.A. (company) — FORMER COMPANY
• 20150310 (date) — DATE OF NAME CHANGE
• 20120113 (date) — DATE OF NAME CHANGE

FAQ

Key Dates

• 2023-07-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-02-16: Filing Date — Date the 10-K was officially filed with the SEC.
• 2023-11-06: Subsequent Event - Promissory Note — Indicates financial activity after the fiscal year end.
• 2023-12-04: Subsequent Event - Promissory Note — Indicates financial activity after the fiscal year end.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and operational overview of Hammer Fiber Optics Holdings Corp.)

Key Financial Figures

• $0.40 — roximately $ 24,831,415 (based upon the $0.40 closing price for shares of the registr
• $350,000 — n to Tanaris in the aggregate amount of $350,000. Tanaris Power Holdings, Inc. was the o

Filing Documents

• form10k.htm (10-K) — 1373KB
• exhibit31-1.htm (EX-31.1) — 6KB
• exhibit32-1.htm (EX-32.1) — 3KB
• form10kxz001.jpg (GRAPHIC) — 3KB
• 0001062993-24-003401.txt (&nbsp;) — 7837KB
• hmmr-20230731.xsd (EX-101.SCH) — 64KB
• hmmr-20230731_cal.xml (EX-101.CAL) — 47KB
• hmmr-20230731_def.xml (EX-101.DEF) — 221KB
• hmmr-20230731_lab.xml (EX-101.LAB) — 718KB
• hmmr-20230731_pre.xml (EX-101.PRE) — 371KB
• form10k_htm.xml (XML) — 1391KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 11 Item 2.

Properties

Properties 11 Item 3.

Legal Proceedings

Legal Proceedings 11 Item 4. RESERVED 11 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12 Item 6.

Selected Financial Data

Selected Financial Data 13 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 16 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 17

Controls and Procedures

Controls and Procedures 17 Item 9B. Other Information 18 PART III Item 10. Directors, Executive Officers, and Corporate Governance 19 Item 11.

Executive Compensation

Executive Compensation 22 Item 12. Certain Relationships and Related Transactions, and Director Independence 23 Item 13. Principal Accounting Fees and Services 24 PART IV Item 14. Exhibits and Financial Statement Schedules 25

SIGNATURES

SIGNATURES 26 2 PART I CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend," "estimate," "may," "should," "could," "will," "plan," "future," "continue, "and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements . These forward-looking statements are subject to a number of risks, uncertainties and assumptions, i

BUSINESS

ITEM 1. BUSINESS Our Corporate History and Background The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company's principal activity was as a pre-exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company. During this time, the Company was deemed a "shell company" in the pre-exploration stage and was ultimately unable to commence exploration activities. 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 51% of the issued and outstanding common stock and cash consideration to Tanaris in the aggregate amount of $350,000. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc. On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Hammer Fiber Optics Investments, Ltd., a Delaware corporation ("HFOI"), and the controlling stockholders of HFOI (the "HFOI Shareholders"). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the "HFOI Shares") and in exchange the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company. Hammer Fiber Optics Investments, Ltd. was formed in the State of Delaware on June 13, 2014. On A

RISK FACTORS

ITEM 1A. RISK FACTORS You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K, as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity. Further, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations. 5 Risks Associated with Our Business Our operations and financial performance could be negatively impacted, if the markets for our products do not develop and expand as we anticipate. The markets for our products and services are characterized by rapidly changing technologies, evolving industry or regulatory standards and new product introductions. Our success is dependent on the successful introduction of new products and services, or upgrades of current products and services, and our ability to compete with new technologies. The following factors related to our products, services and markets, if they do not continue as in the recent past, could have an adverse impact on our operations: our ability to source critical materials such as optical fiber and cable and hardware and equipment, at competitive prices; our ability to develop new products in response to government regulations and laws; our ability to secure and retain adequate spectrum to facilitate ongoing operations and deployment of our services beyond our present geographic footprint. We rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, working conditions and other requirements, or failures by our contractors to perform, could harm our sales and re

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View this 10-K filing on SEC EDGAR