Hammer Fiber Optics Investment Ltd ceased operations on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. Open Data Centers, LLC ceased operations at its sole location in Piscataway, NJ on May 1, 2020. Open Data Centers, LLC was dissolved on December 30, 2020. The divestiture of Hammer Fiber Optics Investments Ltd and Open Data Centers, LLC qualified for held-for-sale accounting and represent a strategic shift with a major effect on the Company's operations and financial results. Following the divestitures, the Company does not have any significant continuing involvement in the operations of Open Data Centers, LLC or Hammer Fiber Optics Investment Ltd. As a result, the divestitures met the criteria for reporting as a discontinued operation.

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper to sell the Company's telecommunications assets to Viper (the "Viper Sale"). The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. As consideration for the Viper Sale the Company received back 2,500,000 shares of the Company's common stock. The Viper Sale closed on November 1, 2024. The returned shares had a value of $0.25 per share on November 1 2024 resulting in a total consideration value of $625,000. The Viper Sale qualified for held-for-sale accounting and represents a strategic shift with a major effect on the Company's operations and financial results. Following the Viper Sale, the Company will not have any significant continuing involvement in the operations of Open Data Centers, LLC, 1^st Point Communications, LLC, Endstream Communications LLC, American Networks Inc., or Wikibuli Inc. As a result, the telecommunication assets met the criteria for reporting as a discontinued operation. With the divestiture of the telecommunications assets, the Company has begun to concentrate its efforts on its fintech initiatives. The financial results of the telecommunication assets are presented as loss from discontinued operations, after tax in the condensed consolidated statement of operations.

The following table represents the assets and liabilities of discontinued operations as of April 30, 2025 and July 31, 2024:

 

The following table represents the major components of the financial results of discontinued operations for the three and nine months ended April 30, 2025 and 2024:

The following table presents the components of the gain on disposal of subsidiaries resulting from the disposal of the telecommunication assets sold to Viper on November 1, 2024:

	November 1,
	2024
Net assets and liabilities
Cash and cash equivalents	$	(34,727	)
Accounts receivable		(239,245	)
Note receivable		(5,000	)
Security deposits		(7,316	)
Prepaid expenses		(18,143	)
Property and equipment, net		(29,678	)
Accounts payable and accrued expenses		844,264
Loans payable		106,430
Convertible notes payable - related parties		201,300
Deferred revenue		212,896
Net gain from disposal of assets and liabilities		1,030,781
Consideration received in exchange for disposal of assets		625,000
Gain on disposal of subsidiaries	$	1,655,781

Loans payable from discontinued operations

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper to sell the Company's telecommunications assets to Viper (the "Viper Sale"). The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. The Viper Sale closed on November 1, 2024. The telecommunication assets met the criteria for reporting as a discontinued operation and all assets and liabilities held within the telecommunication assets, including loans payable, were disposed of (Note 5 - Discontinued Operations).

On August 27, 2024, Endstream Communications entered into a financing agreement with a financial institution in the amount of $68,250. As of November 1, 2024, the principal amount remaining under this financial agreement was $47,243.

On April 1, 2024, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $62,400. As of November 1, 2024 and July 31, 2024, the principal amount remaining under this financial agreement was $15,600 and $35,880, respectively.

On August 8, 2024, a lender lent 1stPoint Communications $73,260. As of November 1, 2024, the principal amount was $32,615.

On March 20, 2023, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $58,000 and $2,320 in transaction fees. As of November 1, 2024 and July 31, 2024 the principal remaining under this financial agreement was $0 and $17,234, respectively. The balance was paid in full on October 6, 2023.

During the fiscal year 2022, the Company entered into a non-interest bearing loan with a financial institution in the amount of $10,972. As of November 1, 2024 and July 31, 2024 the principal remaining was $10,972.

On February 26, 2021, Endstream Communications entered into a financing agreement with a financial institution in the amount of $40,000. The amount was refinanced on March 25, 2022 and again on November 16, 2022 in the amount of $141,750. The amount was refinanced once more during the year ended July 31, 2024 in the amount of $50,379. As of November 1, 2024, and July 31, 2024 the principal remaining was $0 and $37,498, respectively. The balance was paid in full on August 27, 2024.

As of November 1, 2024 and July 31, 2024, notes payable from discontinued operations consisted of the following:

Related party convertible notes from discontinued operations

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper to sell the Company's telecommunications assets to Viper (the "Viper Sale"). The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. The Viper Sale closed on November 1, 2024. The telecommunication assets met the criteria for reporting as a discontinued operation and all assets and liabilities held within the telecommunication assets, including related party convertible notes, were disposed of (Note 5 - Discontinued Operations).

On March 24, 2020, the Company entered into a convertible note with a former Chief Financial Officer of the Company in the amount of $43,000. The convertible note bears interest at a rate of 6% annually. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. The interest on this convertible note has been waived by the lender. As of November 1, 2024 and July 31, 2024, the balance of this note was $40,000 and $43,000, respectively.

On September 1, 2020, the Company entered into a convertible note for the sum of $100,000 with a non-executive director. The convertible note bears interest at a rate of 6% annually. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. Interest on the convertible note has been waived by the lender. The note has been amended several times, with a total increase in funding of $61,300. As of November 1, 2024 and July 31, 2024, the balance of this note was $161,300.

As of November 1, 2024 and July 31, 2024, related parties convertible debt from discontinued operations consisted of the following: