UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2019
Commission file number 000-1539680
HAMMER FIBER OPTICS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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NEVADA
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98-1032170
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(State or Other Jurisdiction of Incorporation of Organization)
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(I.R.S. Employer Identification No.)
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311 Broadway
Point Pleasant Beach, NJ 08742
(Address of principal executive offices)
844-413-2600
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ]Accelerated Filer [ ]
Non-Accelerated Filer [ ]Smaller Reporting Company [X]
Emerging Growth Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of July 31, 2019, was $32,592,955 (based upon the $0.57 closing price for shares of the registrant’s common stock as reported by the OTCBB on July 31, 2019, the last trading day of the registrant’s most recently completed fourth fiscal quarter).
As of July 31, 2019, there were 60,503,341 shares of the registrant’s $.001 par value common stock issued and 57,180,623 outstanding.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report of Hammer Fiber Optics, Inc. (the “Company”) on Form 10-K for the period ended July 31, 2019, filed with the Securities and Exchange Commission on November 14, 2019 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
1.Financial statements for our company are listed in the index under Item 8 of this document
2.All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
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Exhibit
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Number
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Description of Exhibit
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Filing
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2.2
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Agreement and Plan of Merger by and between the Company and its wholly owned subsidiary Hammer Fiber Optics Holdings Corp.
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Filed with the SEC on June 14, 2016, as part of our Current Report on Form 8-K.
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3.1a
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Articles of Incorporation
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Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.
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3.1b
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Articles of Merger Dated February 20, 2015
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Intended to be Filed with the SEC on March 1, 2015, as part of our Current Report on Form 8-K. The Exhibit was not attached, accordingly the Articles of Merger was filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.
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3.1c
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Articles of Merger Dated April 13, 2016
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Filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.
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3.2
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Bylaws
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Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.
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10.1
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Share Exchange Agreement by and among the Company, Hammer Fiber Optic Investments Ltd. and the shareholders of Hammer Fiber Optic Investments Ltd.
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Filed with the SEC on April 28, 2016, as part of our Current Report on Form 8-K.
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10.2
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Material Contract for exclusive distribution rights
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Filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.
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10.3
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Employment Agreement dated September 11, 2018 between Mark Stogdill and the Company
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Filed with the SEC on September 13, 2018, as part of our Form 8-K
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10.4
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Employment Agreement dated September 11, 2018 between Erik Levitt and the Company
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Filed with the SEC on September 13, 2018, as part of our Form 8-K
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10.5
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Stock Purchase Agreement dated September 11, 2018 between 1stPoint Communications and the Company
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Filed with the SEC on September 13, 2018, as part of our Form 8-K
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10.6
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Stock Purchase Agreement dated September 11, 2018 between Endstream Communications and the Company
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Filed with the SEC on September 13, 2018, as part of our Form 8-K
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10.7
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Stock Purchase Agreement dated September 11, 2018 between Shelcomm Inc. and the Company
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Filed with the SEC on September 13, 2018, as part of our Form 8-K
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10.8
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Stock Purchase Agreement dated September 12, 2018 between Open Data Centers and the Company
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Filed with the SEC on September 13, 2018, as part of our Form 8-K
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31.1
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Sec. 302 Certification of Chief Executive Officer
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Filed herewith
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31.2
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Sec. 302 Certification of Principal Financial Officer
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Filed herewith
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32.1
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Sec. 906 Certification of Chief Executive Officer
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Filed herewith
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32.2
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Sec. 906 Certification of Principal Financial Officer
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Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
HAMMER FIBER OPTICS HOLDINGS CORP.
Date: November 18, 2019/s/ Mark Stogdill
Mark Stogdill
Principal Executive Officer (during year ended 7/31/18)
Date: November 18, 2019/s/ Michael Cothill
Michael Cothill
Chairman and Principal Financial Officer
Date: November 18, 2019/s/ Michael Sevell
Michael Sevell
Director
Date: November 18, 2019/s/ Dennis W. Doll
Dennis W. Doll
Director
Date: November 18, 2019/s/ Donald MacNeil
Donald MacNeil
Director
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