Hammer Technology Holdings Corp 10-Q for FY2026 Q1
Hammer Technology Holdings Corp. (HMMR)
About this 10-Q
Hammer Technology Holdings Corp filed this 10-Q on December 15, 2025, covering the quarter ended October 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended October 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $148.88K
- compared with a net loss of $435.97K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[
For the quarterly period ended
For the transition period from:
Commission File Number
(Exact name of registrant as specified in its charter)
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| (State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of Each Exchange |
| N/A | N/A | N/A |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | [ ] |
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[X] |
| Accelerated Filer | [ ] | Smaller Reporting Company |
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| Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ].
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No
As of December 15, 2025, there were 73,310,489 shares of the registrant's $0.001 par value common stock issued and
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited interim financial statements of Hammer Technology Holdings Corp. and Subsidiaries (referred to herein as the "Company," "we," "us" or "our") are included in this Quarterly Report on Form 10-Q (the "Quarterly Report").
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the "SEC"), In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
INDEX TO FINANCIAL STATEMENTS
| 1 |
HAMMER TECHNOLOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| October 31, | July 31, | ||||||
| 2025 | 2025 | ||||||
| (unaudited) | |||||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | $ | $ | |||||
| Prepaid expenses | |||||||
| Total current assets | |||||||
| Property and equipment, net | |||||||
| Intangible assets, net | |||||||
| Total assets | $ | $ | |||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||
| Current Liabilities | |||||||
| Accounts payable and accrued expenses | $ | $ | |||||
| Loans payable | |||||||
| Convertible notes payable - related parties | |||||||
| Warrant liabilities | |||||||
| Current liabilities from discontinued operations | |||||||
| Total current liabilities | |||||||
| Convertible notes payable, noncurrent - related parties | |||||||
| Total liabilities | |||||||
| Commitments and contingencies (Note 9) | |||||||
| Stockholders' Deficit | |||||||
| Common stock, $ |
|||||||
| Treasury stock ( |
( |
) | ( |
) | |||
| Additional paid-in capital | |||||||
| Accumulated deficit | ( |
) | ( |
) | |||
| Total Stockholder's Deficit | ( |
) | ( |
) | |||
| Total Liabilities and Stockholders' Deficit | $ | $ | |||||
| See accompanying notes to the unaudited condensed consolidated financial statements. |
| 2 |
HAMMER TECHNOLOGY HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | ||||||
| October 31, | ||||||
| 2025 | 2024 | |||||
| Operating expenses | ||||||
| Selling, general and administrative expenses | $ | $ | ||||
| Depreciation and amortization expense | ||||||
| Total operating expenses | ||||||
| Loss from operations | ( |
) | ( |
) | ||
| Other income (expense) | ||||||
| Interest expense | ( |
) | ( |
) | ||
| Gain (loss) on change in fair value of warrant liability | ( |
) | ||||
| Total other income (expense) | ( |
) | ||||
| Net loss from continuing operations before income taxes | ( |
) | ( |
) | ||
| Provision for income taxes | ||||||
| Net loss from continuing operations | ( |
) | ( |
) | ||
| Net loss from discontinued operations, after taxes | ||||||
| Net loss from discontinued operations | ( |
) | ||||
| Total net loss from discontinued operations, after taxes | ( |
) | ||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Net loss from continuing operations per share, basic and diluted | $ | ( |
) | $ | ( |
) |
| Net loss from discontinued operations per share, basic and diluted | $ | $ | ( |
) | ||
| Total net loss per share, basic and diluted | $ | ( |
) | $ | ( |
) |
| Weighted average number of common shares outstanding - basic and diluted | ||||||
| See accompanying notes to the unaudited condensed consolidated financial statements. |
| 3 |
HAMMER TECHNOLOGY HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Additional | Total | ||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | |||||||||||||||
| Balance, July 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net loss | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Balance, October 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Balance, July 31, 2025 | ( |
) | ( |
) | ( |
) | |||||||||||||||
| Capital contribution due to related party debt forgiveness | - | - | - | - | - | ||||||||||||||||
| Net loss | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Balance, October 31, 2025 | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||||||
| See accompanying notes to the unaudited condensed consolidated financial statements. |
| 4 |
HAMMER TECHNOLOGY HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended October 31, | ||||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss from continuing operations | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | ||||||
| Amortization | ||||||
| Change in fair value of warrant liability | ( |
) | ||||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses | ( |
) | ||||
| Accounts payable and accrued expenses | ( |
) | ( |
) | ||
| Net cash used in operating activities: | $ | ( |
) | $ | ( |
) |
| Cash flows from investing activities: | ||||||
| Net cash used in investing activities: | $ | $ | ||||
| Cash flows from financing activities: | ||||||
| Proceeds from related party convertible notes | ||||||
| Repayment of notes payable | ( |
) | ||||
| Net cash provided by financing activities: | $ | $ | ||||
| Cash flows from discontinued operations: | ||||||
| Cash used in operating activities - discontinued operations | ( |
) | ||||
| Cash used in investing activities - discontinued operations | ( |
) | ||||
| Cash provided by financing activities - discontinued operations | ||||||
| Net cash used in discontinued operations: | $ | $ | ( |
) | ||
| Net increase (decrease) in cash and cash equivalents | ( |
) | ||||
| Cash and cash equivalents from continuing operations - beginning of period | ||||||
| Cash and cash equivalents from discontinued operations - beginning of period | ||||||
| Cash and cash equivalents at beginning of period | $ | $ | ||||
| Cash and cash equivalents from continuing operations - end of period | ||||||
| Cash and cash equivalents from discontinued operations - end of period | ||||||
| Cash and cash equivalents at end of period | $ | $ | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||
| Cash paid during the period: | ||||||
| Interest | $ | $ | ||||
| Income Tax | $ | $ | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||
| Capital contribution due to related party debt forgiveness | $ | $ | ||||
| See accompanying notes to the unaudited condensed consolidated financial statements. |
| 5 |
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Hammer Technology Holdings Corp. (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure. Hammer Technology Holdings Corp (the "Company" or "Hammer") is incorporated in the state of Nevada. As of the filing of the accompanying financial statements, the Company had one wholly-owned active subsidiary, Hammerpay USA Ltd. Additionally, the Company had two wholly-owned inactive subsidiaries: Hammer Fiber Optics Investment Ltd., and Hammer Wireless (SL) Limited.
Effective on September 3, 2025, the Company amended its Articles of Incorporation, as amended with the State of Nevada to effect a change of the Company's name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp."
Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions. Hammerpay USA Ltd. 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.
Hammer Fiber Optics Investment Ltd ceased operations on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. During the year ended December 31, 2020, the Company's board of directors approved the discontinuation of the operations of the Company's subsidiary Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued and the Company shut down its operations in its Piscataway, NJ data center. Open Data Centers, LLC was dissolved on December 30, 2020. On July 31, 2023 the Company's board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the Company's data communications service in Sierra Leone. The operations were discontinued in March 2020 and all assets have been written down.
On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper Networks, Inc. ("Viper") with the intention to sell the Company's telecommunications assets to Viper. The assets include 1st Point Communications LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a
With the divestiture of the telecommunications assets, the Company has begun to concentrate its efforts on its fintech initiatives. HammerPay is a scalable, mobile-first financial services technology platform featuring an advanced digital wallet and neo-banking system, designed for global deployment in both developed and emerging markets.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Principles of Consolidation
Hammer Technology Holdings Corp. is the parent company and sole shareholder of HammerPay [USA], Ltd. The financial statements for Hammer Technology Holdings Corp. and its wholly-owned subsidiary are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Its subsidiaries Hammer Fiber Optics Investments, Ltd., Hammer Wireless - SL, Ltd and its former subsidiary Open Data Centers, LLC are discontinued and are considered discontinued operations.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of intangible assets and the valuation of warrant liabilities
6
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
Going Concern
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. For the three months ended October 31, 2025 the Company incurred a net loss from continuing operations of $
The consolidated 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.
The Company continues to actively address this condition by seeking to raise additional funding through debt and equity financing until such time that ongoing revenues can sustain the business. The Company is also pursuing strategies to increase the amount of revenue generated, reduce the costs incurred, and to reduce the Company's outstanding liabilities.
Segment Reporting
The Company adopted ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures as of August 1, 2024. The Company operates in one operating segment, and therefore one reportable segment, focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world. The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The CODM manages the Company's business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net loss from continuing operations to allocate resources and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
Cash and cash equivalents
Cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $
Property and equipment
Property and equipment is stated at cost. Depreciation is computed primarily using the method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations or the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:
| Property and Equipment, net categories | Estimated Useful Life | |
| Computer and telecom equipment |
|
Management regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of October 31, 2025 and July 31, 2025, respectively.
Impairment of long-lived assets
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not recognize any impairment losses during the three months ended October 31, 2025 and 2024.
7
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
Intangible Assets
The Company's intangible assets with finite lives, including customer contracts and internal-use software, are amortized over their estimated useful lives. The Company assess all amortizable intangible assets and other long-lived assets for impairment whenever circumstances or changes suggest the asset's carrying amount may not be recoverable. If impairment indicators are present, the Company evaluates recoverability by comparing the carrying amount of the asset group to its anticipated net undiscounted cash flows. Should these cash flows be less than the carrying amount, the Company proceeds to determine the asset's fair value and record any necessary impairment. Each year, the Company also re-evaluates the useful life of these intangible assets to decide if adjustments to their remaining useful lives are warranted based on current events and conditions (Note 5 - Intangible Assets, Net).
Internal-Use Software
The Company capitalizes costs incurred in the development or acquisition of software for internal use in accordance with ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. Internal-use software is defined as software acquired, developed, or modified solely to meet the Company's internal needs, with no substantive plan to market the software externally.
Costs are capitalized during the application development stage, which begins once the preliminary project stage is complete and management commits to funding the project. Capitalized costs may include external direct costs of materials and services, payroll and payroll-related costs for employees directly associated with the project, and interest costs incurred during development. Costs incurred during the preliminary project stage (e.g., planning, feasibility studies, vendor selection) and the post-implementation/operation stage (e.g., training, maintenance, data conversion) are expensed as incurred.
Capitalized software costs are amortized on a straight-line basis over their estimated useful lives. The Company reviews the carrying value of internal-use software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Leases
The Company accounts for its lease contracts in accordance with the guidance in ASC 842. The Company determines if an arrangement is a lease at inception. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU asset or liability. As of October 31, 2025 and July 31, 2025, the Company did not have any leases with terms greater than 12 months.
Revenue recognition
The Company accounts for revenues under ASC 606, "Revenue from Contracts with Customers" (Topic 606). This standard clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five -step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.
At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, credit losses, and other allowances based on its historical experience. The Company did not generate any revenues for the three months ended October 31, 2025 or 2024.
Income taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of October 31, 2025 and July 31, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.
8
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants liability was estimated using a Black-Scholes model.
Convertible Notes
The Company evaluates its convertible notes to determine if those convertible notes or embedded components of those contracts qualify as derivative liabilities, to be separately accounted for in accordance with ASC 815 "Derivatives and Hedging" ("ASC 815"). Further, the Company evaluates its convertible notes in accordance with ASC 480 "Distinguishing Liabilities from Equity" ("ASC 480") for classification as a liability or as equity. This assessment, which requires the use of professional judgment, is conducted at the time of the instrument's issuance, and as of each subsequent balance sheet date while the instruments are outstanding.
Treasury Stock
The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock. Repurchases are reflected as reductions of stockholders equity at cost. Treasury stock is not considered outstanding and is excluded from the calculation of basic and diluted weighted average shares outstanding (Note 8 - Stockholders' Equity).
Basic and diluted income (loss) per share
Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the conversion of the convertible notes, as applicable. The Company calculates dilutive potential common shares for convertible securities using the as-if-converted method, which assumes the convertible securities will be converted as of the beginning of the period or the issuance date if later. The Company also calculates dilutive potential common shares using the treasury stock method for options and warrants.
The following potentially dilutive securities have been excluded from computations of dilutive weighted average shares outstanding as they would be anti-dilutive:
| October 31, 2025 |
October 31, 2024 |
|||||
| Warrants | ||||||
|
Convertible Notes – Related Parties |
|
|||||
| Convertible Notes | ||||||
| Total |
Fair value measurements
The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
9
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
Level 1 - quoted prices in active markets for identical assets or liabilities
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 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. Financial assets and liabilities (including warrants) approximate fair value.
All financial assets and liabilities approximate their fair value. Warrants liabilities are valued at Level 3.
| Fair Value Measurements at October 31, 2025 using: | ||||||||||||
| October 31, 2025 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
| Warrant Liabilities | $ | |||||||||||
| Fair Value Measurements at July 31, 2025 using: | ||||||||||||
| July 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
| Warrant Liabilities | $ | |||||||||||
The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy.
The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of October 31, 2025 and July 31, 2025:
| As of | ||||||
| October 31, 2025 | July 31, 2025 | |||||
| Beginning Balance | $ | $ | ||||
| Change in fair value of warrant liabilities | ( |
) | ||||
| Ending Balance | $ | $ | ||||
The below table shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:
| October 31, 2025 | July 31, 2025 | |||||
| Stock Price | $ |
$ |
||||
| Risk-free interest rates | ||||||
| Expected life (in years) | ||||||
| Expected volatility | ||||||
| Dividend yield |
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This guidance requires entities to disclose more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales and selling, general and administrative expenses. Such guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, although early adoption is permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the guidance on capitalizing costs for internal-use software by eliminating predefined development stages and introducing a principles-based approach focused on probable completion and use. The standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
10
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
NOTE 3 - DISCONTINUED OPERATIONS
The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Instruments - Discontinued Operations. 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
The following table represents the assets and liabilities of discontinued operations as of October 31, 2025 and July 31, 2025:
| October 31, | July 31, | |||||
| 2025 | 2025 | |||||
| Current liabilities | ||||||
| Accounts payable and accrued expenses | $ | $ | ||||
| Total current liabilities | ||||||
| Total liabilities - discontinued operations | $ | $ |
The following table represents the major components of the financial results of discontinued operations for the three months ended October 31, 2025 and 2024:
| For the Three Months Ended, | ||||||
| October 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | $ | $ | ||||
| Cost of sales | ||||||
| Gross profit | ||||||
| Operating expenses | ||||||
| Selling, general and administrative expenses | ||||||
| Depreciation and amortization expense | ||||||
| Total operating expenses | ||||||
| OPERATING LOSS | ( |
) | ||||
| Other income (expense) | ||||||
| Financing expense | ( |
) | ||||
| Total other income (expense) | ( |
) | ||||
| Net loss from discontinued operations before taxes | ( |
) | ||||
| Provision for income taxes | ||||||
| Net loss from discontinued operations, after taxes | $ | $ | ( |
) | ||
11
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
NOTE 4 - PROPERTY AND EQUIPMENT
As of October 31, 2025 and July 31, 2025, property and equipment consisted of the following:
| October 31, | July 31, | ||||||||
| 2025 | 2025 | Life | |||||||
| Computer and telecom equipment | $ | $ |
|
||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | |||||
| Total | $ | $ |
12
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
The company regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of October 31, 2025 and July 31, 2025, respectively. The Company recognized depreciation expense of $
NOTE 5 - INTANGIBLE ASSETS, NET
The following table displays the composition of intangible assets, net as well as the respective amortization period:
| October 31, 2025 | July 31, 2025 | ||||||||||||||||||
| Useful Life |
Gross Amount |
Accumulated Amortization |
Net Amount | Gross Amount |
Accumulated Amortization |
Net Amount | |||||||||||||
| Customer contracts |
|
$ | $ | $ | $ | $ | $ | ||||||||||||
| Software |
|
||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||
In January 2022, the Company completed an asset acquisition and purchased a $
Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contracts intangible asset, the Company fully impaired the customer contracts asset as of July 31, 2025. As a result, the Company recognized a loss from the impairment of intangible assets of $
The Company incurred amortization expense of $
Estimated annual amortization expense for intangible assets is as follows:
| Years | |||
| Remainder of 2026 | $ | ||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| Thereafter | |||
| Total | $ |
NOTE 6 - LOANS PAYABLE
On January 5, 2022, the Company entered into an unsecured promissory note with a lender in the amount of $
As of October 31, 2025 and July 31, 2025, notes payable consisted of the following:
| October 31, 2025 | July 31, 2025 | |||||
| Notes payable | $ | $ | ||||
| Less: current portion, net | ( |
) | ( |
) | ||
| Long-term notes payable, net | $ | $ |
NOTE 7 - RELATED PARTY CONVERTIBLE DEBT
Related party convertible notes from continued operations
On August 22, 2019, the Company entered into a convertible note with Andrea Levitt, a related party, in the amount of $
13
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
On August 24, 2019, the Company entered into two convertible notes with Andera Capital, LLC and Somerset Health Care Advisors, both of which are related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $
On April 20, 2020, the Company entered into a convertible note with Erik Levitt, a former Chief Financial Officer of the Company, in the amount of $
On February 26, 2021, the Company entered into a convertible note (the "February 2021 Convertible Note") with Michael Sevell, a Director of the Company, in the amount of $
On May 2, 2025, the Company entered into a promissory note agreement ("May 2025 Convertible Note") with CGRPE, pursuant to which CGRPE agreed to fund the Company with advances in an open loan facility. All amounts lent to the Company must be repaid by May 2, 2028. Interest accrues on the May 2025 Convertible Note at a rate of
As of October 31, 2025 and July 31, 2025, related parties convertible debt consisted of the following:
| October 31, 2025 | July 31, 2025 | |||||
| Convertible notes payable - related parties | $ | $ | ||||
| Less: current portion, net | ( |
) | ||||
| Long-term convertible notes payable - related parties, net | $ | $ |
NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock
The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company's Board of Directors. As of October 31, 2025 and July 31, 2025, no cash dividend has been declared to date. Each share of common stock is entitled to one vote.
14
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
Treasury Stock
On November 1, 2024, the Viper Sale closed. As a result the Company sold its telecommunications assets to Viper, including 1st Point Communications LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a
The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock. Repurchases are reflected as reductions of stockholders' equity at cost.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
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. As of October 31, 2025 and July 31, 2025 the Company had accrued a liability of $
NOTE 10 - WARRANTS
In February 2022, the Company and Mast Hill Fund, L.P. (“Mast”) signed a Security Purchase Agreement (the “Mast SPA”). Pursuant to the Mast SPA the Company also agreed to issue Mast (i) a common stock purchase warrant to purchase
The Company determined the Mast First Warrant should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the warrant agreement, which includes a change in control. The Mast Second Warrant was evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants were classified as liabilities. On August 14, 2024 the Company and Mast Hill agreed to extinguish the Mast Second Warrant.
On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for
On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for
Total outstanding warrant liabilities of the disclosed above are $
15
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
The following schedule summarizes the changes in the Company's common stock warrants during the three months ended October 31, 2025 and 2024:
| Weighted | |||||||||
| Weighted | Average | ||||||||
| Average | Contractual | ||||||||
| Number of | Exercise | Term | |||||||
| Warrants | Price | (Years) | |||||||
| Balance outstanding at July 31, 2024 | |||||||||
| Granted | $ |
|
|||||||
| Exercised | - | ||||||||
| Expired/Canceled | ( |
) | - | ||||||
| Balance outstanding at October 31, 2024 |
|
||||||||
| Exercisable at October 31, 2024 |
|
||||||||
| Balance outstanding at July 31, 2025 | $ |
|
|||||||
| Granted | - | ||||||||
| Exercised | - | ||||||||
| Expired/Canceled | - | ||||||||
| Balance outstanding at October 31, 2025 | $ |
|
|||||||
| Exercisable at October 31, 2025 | $ |
|
The fair values of the warrant liabilities as of October 31, 2025 and July 31, 2025 were estimated using Black-Scholes option-pricing model with the following assumptions:
| October 31, | July 31, | ||
| 2025 | 2025 | ||
| Exercise Price | $ |
$ |
|
| Risk-free interest rates | |||
| Expected life (in years) |
|
|
|
| Expected volatility | |||
| Dividend yield |
NOTE 11 - SEGMENT REPORTING
The Company operates in one operating segment, and therefore one reportable segment, focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world.
The accounting policies for the Company's single operating segment are the same as those described in the summary of significant accounting policies. The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The CODM manages the Company's business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net loss from continuing operations to allocate resources, and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
The following is a summary of the significant revenue and expense categories, and consolidated net loss from continuing operations provided to the CODM:
| For the Three Months Ended, | ||||||
| October 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | $ | $ | ||||
| Less: Significant and other segment expenses | ||||||
| Selling, general and administrative expenses | ( |
) | ( |
) | ||
| Depreciation and amortization expense | ( |
) | ( |
) | ||
| Interest expense | ( |
) | ( |
) | ||
| Change in fair value of warrant liability | ( |
) | ||||
| Net loss from continuing operations | $ | ( |
) | $ | ( |
) |
16
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)
NOTE 12 - SUBSEQUENT EVENTS
Between November 1, 2025 and November 19, 2025 the Company received $
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Hammer Technology Holdings Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Overview
Hammer Technology Holdings Corp. is a company focused on sustainable shareholder value investing in financial services technology. We have one wholly-owned active subsidiary, Hammerpay USA Ltd. Additionally, we have two wholly-owned inactive subsidiaries: Hammer Fiber Optics Investment Ltd., and Hammer Wireless (SL) Limited.
Our financial technologies business is focused on providing digital stored value technology via our HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring swift, safe and secure encrypted remittances and banking transactions.
Recent Developments
On August 7, 2024, we authorized and executed a Purchase Agreement with Viper Networks, Inc. ("Viper") to sell our 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 telecommunication assets qualified for reporting as a discontinued operation. As a result, the results of the telecommunication assets, including the gain on disposal of subsidiaries, are excluded from continuing operations for all periods presented. Accordingly, any discussion of our historical financial information below reflects the telecommunication asset's results as a discontinued operation and amounts and disclosures below pertain to our continuing operations for all periods presented, unless otherwise noted. With the divestiture of the telecommunications assets, we have begun to concentrate our efforts on fintech initiatives such as our mobile payments platform, instead of on telecommunication services.
As consideration for the Viper Sale we 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.
Effective on September 3, 2025, we amended our Articles of Incorporation, as amended with the State of Nevada to effect a change of our name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp."
Results of Operations for the Three Months Ended October 31, 2025 Compared to the Three Months Ended October 31, 2024
| 2025 | 2024 | $ Change | % Change | |||||||||
| Selling, general and administrative expenses | 134,032 | 186,559 | (52,527 | ) | (28)% | |||||||
| Depreciation and amortization expense | 31,075 | 169,027 | (137,952 | ) | (82)% | |||||||
| Total operating expenses | $ | 165,107 | $ | 355,586 | $ | (190,479 | ) | (54)% |
Net revenues for the three months ended October 31, 2025 and 2024 were $0. We did not generate any revenues during the three months ended October 31, 2025 as our mobile payments platform had not yet launched.
During the three months ended October 31, 2025, we incurred total operating expenses of $165,107 compared with $355,586, a decrease of approximately $190,479 or 54%, for the comparable period ended October 31, 2024. The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense. We fully impaired our customer contract asset during the three months ended July 31, 2025 which resulted in a decrease in intangible asset amortization.
We had a decrease in selling, general and administrative expense of $52,527 or 28% for the three months ended October 31, 2025 compared to the three months ended October 31, 2024. The decrease in selling, general and administrative expense is due primarily to a decrease in professional expense of $43,361 and a decrease in corporate and IT expense of $9,419, offset by an insignificant increase in rent expense of $253.
| 18 |
We recorded depreciation and amortization expense of $31,075 and $169,027 during the three months ended October 31, 2025 and 2024, respectively. Our depreciation and amortization expense for the three months ended October 31, 2025 was composed of amortization of the software asset of $30,940, and depreciation of property and equipment of $135. Our depreciation and amortization expense for the three months ended October 31, 2024 was composed of amortization of the customer contract asset of $137,952, amortization of the software asset of $30,940, and depreciation of property and equipment of $135.
| 2025 | 2024 | $ Change | % Change | |||||||||
| Other income (expense) | ||||||||||||
| Interest expense | $ | (2,368 | ) | $ | (152 | ) | $ | (2,216 | ) | 1,458% | ||
| Gain (loss) on change in fair value of warrant liability | 18,600 | (56,937 | ) | 75,537 | (133)% | |||||||
| Total other income (expense) | $ | 16,232 | $ | (57,089 | ) | $ | 73,321 | (128)% |
During the three months ended October 31, 2025, we recorded total other income of $16,232 primarily consisting of a gain on the change in fair value of warrant liability of $18,600; offset by interest expense of $2,368. During the three months ended October 31, 2024 we incurred total other expense of $57,089 consisting primarily of the loss on change in fair value of warrant liability of $56,937 and interest expense of $152.
During the three months ended October 31, 2025 we recorded a net loss from continuing operations of $148,875, compared to a net loss from continuing operations of $412,675 from the three months ended October 31, 2024. The decrease in net loss from continuing operations is due primarily to a large decrease in our operating expenses.
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of October 31, 2025, we had $40,828 in cash compared to $18,054 at July 31, 2025, an increase of $22,774.
As of October 31, 2025, we had total current assets of $40,828 and total current liabilities of $745,186, or negative working capital of $704,358, compared to total current assets of $19,304 and total current liabilities of $877,663, or negative working capital of $858,359 as of July 31, 2025. This is an increase in working capital of $154,001 driven primarily by a decrease in accounts payable and accrued expenses, and a decrease in the current liabilities from related party convertible notes payable.
We have financed our operations since inception primarily through debt from related parties. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form. Our ability to remain a going concern is dependent upon whether we can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as we are substantially sustained as a going concern through cash flow from operations.
Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of expending our operations. We plan to generate positive cash flow from the expansion of our fintech initiatives, such as our mobile payments platform. We may also choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders' ownership in us and could also result in a decrease in the market price of our common stock. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.
See the analysis below of the cash flow statement for the three months ended October 31, 2025 and 2024 for further details pertaining to liquidity.
| 2025 | 2024 | $ Change | |||||||
| Net cash used in operating activities - continuing operations | $ | (187,226 | ) | $ | (320,837 | ) | $ | 133,611 | |
| Net cash used in investing activities - continuing operation | - | - | - | ||||||
| Net cash provided by financing activities - continuing operations | 210,000 | 313,806 | (103,806 | ) | |||||
| Net cash used in operating activities - discontinued operations | - | (18,954 | ) | 18,954 | |||||
| Net cash used in investing activities - discontinued operations | - | (1,449 | ) | 1,449 | |||||
| Net cash provided by financing activities - discontinued operations | - | 14,080 | 14,080 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | 22,774 | $ | (13,354 | ) | $ | 13,354 |
| 19 |
Cash Flow from Continuing Operating Activities
During the three months ended October 31, 2025 the cash used in operating activities from continuing operations was $187,226. The cash used in operating activities was primarily the result of the decrease in accounts payable and accrued expenses of $52,076, and the net loss from continuing operations of $148,875, offset primarily by amortization of $30,940.
During the three months ended October 31, 2024 the cash used in operating expenses from continuing operations was $320,837. The cash used by operating expenses was primarily the result of a net loss from continuing operations of $412,675, and the decrease in accounts payable and accrued expenses of $129,126, offset primarily by amortization of $168,892 and the change in fair value of warrant liabilities of $56,937.
Cash Flow from Continuing Investing Activities
We did not have cash flows from investing activities from continuing operations for the three months ended October 31, 2025 and 2024.
Cash Flow from Continuing Financing Activities
During the three months ended October 31, 2025, we had cash provided by financing activities from continuing operations of $210,000. The cash provided by financing activities was the result of proceeds from related party convertible notes.
During the three months ended October 31, 2024, we had cash provided by financing activities from continuing operations of $313,806. The cash flows from financing activities were composed of proceeds from related party convertible notes of $995,806, offset by the repayment of convertible notes payable of $682,000.
Going Concern
For the three months ended October 31, 2025, the Company incurred a net loss from continuing operations of $148,875, cash used in operating activities of $187,226, and $0 of revenue generated from continuing operations. As of October 31, 2025, the Company had a working capital deficiency of $704,358. As of October 31, 2025, substantial doubt existed as to the Company's ability to continue as a going concern as a result of these factors. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund business operations. Issuances of additional shares may result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing in amounts sufficient to fund our operations and other development activities.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of financial statements in accordance with GAAP requires application of management's subjective judgments, often requiring estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results may differ substantially from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in "Note 2 - Summary of Significant Accounting Policies," to our condensed consolidated unaudited financial statements included in Item 1, "Financial Statements," of this Quarterly Report on Form 10-Q, we believe that the following accounting policies require the application of significant judgments and estimates
Warrant Fair Value
Our warrant fair value estimates are based on the Black Scholes model using quoted market prices and estimated volatility factors based on historical prices of the Company's common stock. Valuations derived from the Back-Scholes model are subject to ongoing internal and external verification and review. The inputs used in the Black-Scholes model involve our judgment and changes to those inputs may impact our net loss.
| 20 |
Intangible Assets
Our intangible assets, composed of software and customer contracts, were obtained through the Company's January 2022 acquisition of Telecom Financial Services, Ltd. ("TFS"), as well as capitalized internal software development costs. A valuation specialist was contracted to determine a purchase price allocation for the $4,250,000 paid for TFS. Ultimately, it was determined that the software is valued at approximately $387,843 and the customer contract at approximately $3,862,657. The Company also capitalized internal software costs of $230,961. These assets have useful lives of between 5 and 7 years and are amortized on a straight-line basis.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Determining indicators of impairment and measuring impairment losses requires the use of our judgment and estimates. Changes in market conditions or operating results could materially impact these estimates.
Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contract intangible asset, the Company fully impaired the customer contract asset as of July 31, 2025. As a result, the Company recognized a loss from the impairment of intangible assets of $1,888,242 for the year ended July 31, 2025.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
| 21 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the period covered by this Quarterly Report, we conducted an evaluation under the supervision and with the participation of our Principal Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that, as of October 31, 2025, the disclosure controls and procedures of our Company were not effective. Specifically, this is due to an inherent staffing limitation to properly segregate duties and provide adequate monitoring during the process leading to and including the preparation of the consolidated financial statements.
Limitations on Effectiveness of Controls and Procedures
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our common stock, our subsidiary or of our companies or our subsidiary's officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
* Filed herewith
** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed
| 23 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
| HAMMER TECHNOLOGY HOLDINGS CORP. | |
| Date: December 15, 2025 | /s/ Michael Cothill |
| Michael P. Cothill | |
| Principal Executive Officer | |
| Date: December 15, 2025 | /s/ Mark Stogdill |
| Mark Stogdill | |
| Principal Financial Officer |
| 24 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Cothill, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of the Registrant for the period ended October 31, 2025.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. As the Registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. As the Registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: December 15, 2025
Hammer Fiber Optics Holdings Corp.
By: /s/ Michael P. Cothill
Name: Michael P. Cothill
Title: Principal Executive Officer
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Stogdill, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of the Registrant for the period ended October 31, 2025.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. As the Registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. As the Registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: December 15, 2025
Hammer Fiber Optics Holdings Corp.
By: /s/ Mark Stogdill
Name: Mark Stogdill
Title: Principal Financial Officer
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael P. Cothill, the Principal Executive Officer of Hammer Fiber Optics Holdings Corp., certify, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of the Registrant for the period ended October 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: December 15, 2025
Hammer Fiber Optics Holdings Corp.
By: /s/ Michael P. Cothill
Name: Michael P. Cothill
Title: Principal Executive Officer
A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Stogdill, the Principal Financial Officer of Hammer Fiber Optics Holdings Corp., certify, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of the Registrant for the period ended October 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: December 15, 2025
Hammer Fiber Optics Holdings Corp.
By: /s/ Mark Stogdill
Name: Mark Stogdill
Title: Principal Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.