UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 2

 

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

 

For the quarterly period ended October 31, 2019

 

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

 

For the transition period from:

 

Commission file number 000-1539680

 

HAMMER FIBER OPTICS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

NEVADA

 

98-1032170

(State or Other Jurisdiction

of Incorporation of Organization)

 

 

(I.R.S. Employer

Identification No.)

 

15 Corporate Place South, Suite 100#, Piscataway, NJ 08854

(Address of principal executive offices)

 

844-413-2600

(Registrant’s telephone number, including area code)

 

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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405of 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 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

[   ]

Non-Accelerated Filer

[   ]

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]

 

As of December 20, 2019, there were 60,503,341 shares of the registrant’s $0.001 par value common stock issued and 57,680,623 shares outstanding.


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EXPLANATORY NOTE

 

The Company’s original Form 10-Q for the period ending October 31, 2019 filed on December 23, 2019 incorrectly selected “Yes”  due to a Scrivener’s error on its cover page as to whether the Company was a shell company (as defined in Rule 12b-2 of the Act) (the “Original  10-Q”).  Amendment Number 1 filed on December 26, 2019 correctly stated that the Company is not a shell company. The sole purpose of this Amendment #2 is to correct the Scrivener’s error in the Original Form 10-Q regarding the selection of “Yes” as to the Company’s shell company status and to correct such error by checking “No” to state that the Company is not a shell company.  The Company has not been a shell company for the past 4 years and there has been no periodic filing in the past 4 years stating that the Company is a shell company.  

 

No other changes have been made to the Form 10-Q. This Amendment #2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q and  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-Q.

 

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 II - OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Exhibit

Number

 

Description of Exhibit

 

31.1

 

Certification of Principal Executive Officer Pursuant to Rule 13a-14

 

Filed herewith.

31.2

 

Certification of Principal Financial Officer Pursuant to Rule 13a-14

 

Filed herewith.

32.1

 

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Filed herewith.

32.2

 

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

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.


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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

 

 

Date: December 31, 2019

/s/ Erik B. Levitt

 

Erik B. Levitt

 

Principal Executive Officer

 

 

Date: December 31, 2019

/s/ Michael Cothill

 

Michael Cothill

 

Chairman and Principal Financial Officer

 

 

Date: December 31, 2019

/s/ Mark Stogdill

 

Mark Stogdill

 

Director

 

 

Date: December 31, 2019

/s/ Michael Sevell

 

Michael Sevell

 

Director


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