Hammer Technology Holdings Corp 10-K for FY2025
Hammer Technology Holdings Corp. (HMMR)
About this 10-K
Hammer Technology Holdings Corp filed this 10-K on October 29, 2025, covering the fiscal year ended July 31, 2025 (FY2025).
Headline figures
Fiscal year ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $420 a year earlier
- Net loss
- $2.8M
- compared with a net loss of $1.23M a year earlier
- Diluted EPS
- -$0.05
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
Commission File Number
(Exact name of registrant as specified in its charter)
| (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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes [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 [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.
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 | [ ] | [X] | |
| Accelerated Filer | [ ] | Smaller Reporting Company | |
| Emerging Growth Company |
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of January 31, 2024 was approximately $
As of October 29, 2025, there were 73,310,489 shares of the registrant's $0.001 par value common stock issued and
Documents Incorporated by Reference
None
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HAMMER TECHNOLOGY HOLDINGS CORP.
TABLE OF CONTENTS
TO THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 31, 2025
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PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend," "estimate," "may," "should," "could," "will," "plan," "future," "continue," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
• risk that general economic and business conditions, both nationally and in our markets, may change substantially, or sufficiently to change or impact our business,
• risk that our expectations and estimates concerning future financial performance, financing plans and the impact of competition,
• risk in our ability to implement our growth strategy,
• risk anticipated trends in our business,
• risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures,
• risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations
• risks related to tax assessments
• advances in technologies, and
• other risk factors set forth herein.
In addition, in this report, we use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify forward-looking statements. As used in this current report, the terms "we", "us", "our" and the "company" refer to Hammer Technology Holdings Corp.
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Annual Report on Form 10-K. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
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ITEM 1. BUSINESS
Our Corporate History and Background
The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company's principal activity was as a pre-exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company. During this time, the Company was deemed a "shell company" in the pre-exploration stage and was ultimately unable to commence exploration activities.
On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Company's common stock equal 51% of the issued and outstanding common stock and cash consideration to Tanaris in the aggregate amount of $350,000. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.
On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Hammer Fiber Optics Investments, Ltd., a Delaware corporation ("HFOI"), and the controlling stockholders of HFOI (the "HFOI Shareholders"). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the "HFOI Shares") and in exchange the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company. Hammer Fiber Optics Investments, Ltd. was formed in the State of Delaware on June 13, 2014.
On April 13, 2016, our board of directors approved a Plan of Merger (the "Plan of Merger") under Nevada Revised Statutes (NRS) Section 92A.180 to merge (the "Merger") with our wholly-owned subsidiary Hammer Fiber Optics Holdings Corp., a Nevada corporation, to effect a name change from Tanaris Power Holdings, Inc. to Hammer Fiber Optics Holdings Corp. The transaction was accounted for as a reverse merger. The Plan of Merger also provided for a 1 for 1,000 exchange ratio for shareholders of both the Company and Hammer Fiber Optics Holdings Corp., which had the effect of a 1 for 1,000 reverse split of our common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to FINRA for its review and approval.
On May 3, 2016, the Financial Industry Regulatory Authority ("FINRA") approved the merger with our wholly-owned subsidiary, Hammer Fiber Optics Holdings Corp. Accordingly, thereafter, the Company's name was changed and our shares of common stock began trading on the Over the Counter Bulletin Board (OTCBB) under our new ticker symbol "HMMR" as of May 27, 2016.
On September 11, 2018, our board of directors approved stock purchase agreements with 1stPoint Communications LLC and its subsidiaries, Endstream Communications LLC, Open Data Centers LLC and Shelcomm Inc. for the acquisition of all of the equity of the entities. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate a data center facility in Piscataway, New Jersey. The acquisition of 1stPoint Communications, LLC, Open Data Centers, LLC and Shelcomm, Inc. closed on November 1, 2018. The acquisition of Endstream Communications, LLC closed on December 17, 2018. On January 29, 2019 our board of directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity. The acquisition of American Network, Inc closed on September 1, 2019.
As of April 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.
On October 25, 2021 our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition of one hundred percent (100%) of its stock. TFS 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. The acquisition of TFS closed on January 3, 2022. TFS has been renamed HammerPay [USA] Ltd.
On July 31, 2023 our 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. with the intention to sell the Company's telecommunications assets to Viper. The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and 10% ownership in Wikibuli Inc. Viper has acquired these assets in exchange for receiving back 2,500,000 (2.5 million) shares of the Company's common stock. The transaction closed on November 1, 2024. 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.
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On September 1, 2024, the Board approved a resolution to amend the Articles of Incorporation to change the Company's name from "Hammer Fiber Optics Holdings Corp" to "Hammer Technology Holdings Corp." The majority vote of shareholders approved the name change by written consent in lieu of a meeting on September 1, 2024. The name change became effective on September 3, 2025.
Current Operations
Hammer Technology Holdings Corp. ("Hammer", the "Company") (OTCPink Limited:HMMR) is a company focused on sustainable shareholder value investing in financial services technology.
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.
Employees
We currently have ten employees, six of which are full-time employees and four are part time. Some of our executive officers and directors are engaged in outside business activities that we do not believe conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors to execute various projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors, if appropriate.
Intellectual Property
The company owns and controls a portfolio of proprietary intellectual property assets developed to support its digital-payments division, HammerPay. These include:
• Software Codebase and APIs: Proprietary source code, database architecture, and middleware connecting prepaid merchant cards, digital wallets, and real-time settlement engines.
• Digital Platform Design: Custom integrations for merchant onboarding, sanctions screening, and KYC/AML verification workflows built into HammerPay's cloud-based system.
• User Experience (UX) and Interface Assets: Original design layouts, workflow sequences, and customer-interaction modules unique to HammerPay's compliance-driven ecosystem.
• Trademarks and Brand Assets: Trademark registration filings for the HammerPay and Hammer Technology Holdings brands are in progress in the U.S. and select international markets.
• Process IP: Proprietary business processes for prepaid merchant card issuance, third-party reseller management, and merchant revenue-sharing models forming the foundation of HammerPay's commercial advantage.
All intellectual property is owned by the Company and maintained through a structured IP protection program covering copyrights, confidentiality agreements, and data-security protocols.
Competition
HammerPay operates within the digital payments and prepaid merchant-card industry, competing with both traditional payment processors and emerging fintech platforms. Key competitors include Payoneer, Wise (formerly TransferWise), Stripe Treasury, Marqeta, and other Banking-as-a-Service (BaaS) infrastructure providers.
Competitive Strengths:
• Proprietary Compliance Infrastructure - Embedded OFAC, EU, and UN sanctions screening and AML/KYC validation directly within HammerPay's onboarding workflow.
• Merchant-Specific Card Model - Value-restricted prepaid cards that eliminate cash-out risk and ensure transparent fund-tracking.
• Integrated Fintech Stack - Unified issuing, acquiring, and digital-wallet capabilities managed through proprietary APIs and security-controlled settlement architecture.
• Scalable White-Label Platform - Rapid deployment under partner brands, supporting expansion across African markets and diaspora payment channels.
Competitive Challenges:
• Larger competitors have broader global brand recognition and established regulatory footprints.
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• As a growth-stage fintech, the Company continues to invest in platform certification, user acquisition, and international licensing to expand its market position.
Despite these challenges, the Company's proprietary infrastructure, regulatory compliance rigor, and B2B2C delivery model create sustainable competitive advantages and long-term scalability in the digital payments sector.
Available Information
Our Internet website address is http://www.hmmrgroup.com. Through our website, we make available, free of charge, reports that we file with the Securities and Exchange Commission ("SEC"), which include, but are not limited to, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any and all amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These SEC reports can be also accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.
ITEM 1A. RISK FACTORS
You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K, as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity. Further, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.
Risks Associated with Our Business
Our operations and financial performance could be negatively impacted if the markets for our products do not develop and expand as we anticipate.
The markets for our products and services are characterized by rapidly changing technologies, evolving industry or regulatory standards and new product introductions. Our success is dependent on the successful introduction of new products and services, or upgrades of current products and services, and our ability to compete with new technologies. The following factors related to our products, services and markets, if they do not continue as in the recent past, could have an adverse impact on our operations:
• our ability to develop new products in response to government regulations and laws;
• Global economic downturns, market declines, or financial disruptions, could harm our business, financial condition, operations, and cash flows.
• Competition from various providers, including banks, payment services, digital currencies, and emerging technologies, could adversely impact our ability to compete effectively and achieve future success.
• If customer confidence in our business or in consumer money transfer and payment service providers generally deteriorates, our business, financial condition, results of operations, and cash flows could be adversely affected.
• Failure to maintain agent or business relationships under acceptable terms, including challenges from compliance costs, banking access issues, or non-compliance by agents or subagents, could adversely affect our business and financial condition.
Violation of labor laws and practices by our manufacturers and suppliers could harm our business.
We require our manufacturers and suppliers to operate in compliance with applicable laws and regulations. While the Company promotes ethical business practices, we do not control our manufacturers or suppliers or their labor practices. The violation of labor or other laws by any of our manufacturers or suppliers, or divergence of their labor practices from those generally accepted as ethical in the local markets, could interrupt or otherwise disrupt the shipment of our products, harm the value of our trademarks, damage our reputation or expose us to potential liability for their wrongdoings.
A privacy breach could damage our reputation and our relationship with our customers, expose the Company to litigation risk and adversely affect our business.
As part of our normal course of business, we collect, process and retain sensitive and confidential customer information. Despite security measures we have in place, our facilities and systems may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information could severely damage our reputation and our relationships with our customers, expose the Company to risks of litigation and liability and adversely affect our business.
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Our Articles of Incorporation exculpates our officers and directors from certain liability to our Company or our stockholders.
Our Articles of Incorporation contain a provision limiting the liability of our officers and directors for their acts or failures to act, except for acts involving intentional misconduct, fraud or a knowing violation of law. This limitation on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our stockholders from suing our officers and directors based upon breaches of their duties to our Company.
Our directors and named executive officers are also our principal stockholders, and as such they will be able to exert significant influence over matters submitted to stockholders for approval, which could delay or prevent a change in corporate control or result in the entrenchment of management or the Board of Directors, possibly conflicting with the interests of other stockholders.
Our directors and named executive officers are also our principal stockholders and as such they exert significant influence in determining the outcome of corporate actions requiring stockholder approval and otherwise control of our business. This control could have the effect of delaying or preventing a change in control or entrenching management or the Board of Directors, which could conflict with the interests of our other stockholders and, consequently, could adversely affect the market price of our common stock.
There is substantial doubt about the entity's ability to continue as a going concern
The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of the financial statements. The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts. The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means.
If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing stockholders may suffer substantial dilution.
As we take steps to grow our business, or as we respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.
Information technology dependency and cybersecurity vulnerabilities could lead to reduced revenue, liability claims, or competitive harm.
The Company is increasingly dependent on sophisticated information technology and infrastructure. Any significant breakdown, intrusion, interruption or corruption of these systems or data breaches could have a material adverse effect on our business.
We use electronic information technology (IT) in our operations and other aspects of our business. Despite our implementation of security measures, our IT systems are vulnerable to disruptions from computer viruses, natural disasters, unauthorized access, cyber-attack and other similar disruptions. A material breach in the security of our IT systems could include the theft of our intellectual property or trade secrets. Such disruptions or security breaches could result in the theft, unauthorized use or publication of our intellectual property and/or confidential business information, harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives, or otherwise adversely affect our business. We have, from time to time, experienced incidents related to our IT systems, and expect that such incidents will continue, including malware and computer virus attacks, unauthorized access, systems failures and disruptions. We have measures and defenses in place against unauthorized access, but we may not be able to prevent, immediately detect, or remediate such events.
Business disruptions could affect our operating results
A significant portion of our development activities and certain other critical business operations are concentrated in a few geographic areas. A major earthquake, fire or other catastrophic event that results in the destruction or disruption of any of our critical facilities could severely affect our ability to conduct normal business operations and, as a result, our future financial results could be materially and adversely affected.
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If we cannot attract more customers to purchase our products, we may not be able to increase or sustain our revenues.
Our future success will depend on our ability to attract additional customers. The growth of our customer base could be adversely affected by:
• customer unwillingness to implement our products and services;
• any delays or difficulties that we may incur in completing the development and introduction of our products or product enhancements or service enhancements;
• the overall satisfaction of our customers;
• new product and service introductions by our competitors;
• any failure of our products to perform as expected; or
• any difficulty we may incur in meeting customers' expectations.
Fluctuations in the economy affect the telecommunications industry, including broadband and Internet, and may decrease demand for various products and services. Such a decrease may have an adverse effect on the demand in the fiber optic sector and negatively impact the growth of our customer base.
Internal Controls
We have determined that our internal controls are ineffective due to the small staff of the company. Although we have implemented internal systems and controls to minimize the potential for risk and business loss, a breakdown of internal controls could affect our ability to conduct normal business operations and, as a result, our future financial results could be materially and adversely affected.
Risks Relating to Ownership of Our Securities
Our stock price may be volatile, which may result in losses to our shareholders.
The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTCPK quotation system in which shares of our common stock are listed have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:
• variations in our operating results;
• changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;
• changes in operating and stock price performance of other companies in our industry;
• additions or departures of key personnel; and
• future sales of our common stock.
Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.
Our common shares may become thinly traded and you may be unable to sell at or near ask prices, or at all.
We cannot predict the extent to which an active public market for trading our common stock will be sustained. The trading price of our common shares has historically been sporadically or "thinly-traded" meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot provide any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
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The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.
Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks can be negatively affected from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
We do not anticipate paying any cash dividends to our common shareholders.
We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain any earnings after paying the interest for the preferred stock, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.
Volatility in our common share price may subject us to securities litigation.
The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.
The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.
Our Articles of Incorporation contain a specific provision that eliminates the liability of our directors and officers for monetary damages to our company and shareholders. Further, we are prepared to give such indemnification to our directors and officers to the extent provided for by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.
Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.
Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the United States Security & Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practice.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 1C. CYBERSECURITY
To date, the Company has
The company maintains a structured cybersecurity risk-management framework focused on identifying, assessing, and mitigating material risks from cybersecurity threats within its digital payments division, HammerPay. HammerPay's platform architecture, which supports regulated payment processing, prepaid merchant card issuance, and digital wallet operations, is continuously monitored to protect customer data and transaction integrity. The Company conducts continuous threat detection, routine penetration testing, and access-control audits, while incident-response protocols are coordinated by the Compliance and IT Security teams.
Cybersecurity oversight is an integral component of the Company's enterprise risk-management (ERM) process. Identified threats and mitigation plans are reviewed alongside financial and operational risks.
The Company engages independent cybersecurity consultants, auditors, and compliance specialists to validate internal controls, including penetration testing, PCI-DSS and SOC 2 assessments, and KYC/AML compliance audits. Findings are documented, tracked, and reviewed with the Board of Directors.
ITEM 2. PROPERTIES
The Company does not own any real property, nor have any long term lease obligations. The Company does currently hold a month-to-month tenancy agreements for office space.
ITEM 3. 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 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR COMMON EQUITY
Market Information
Our Common Stock is quoted under the ticker symbol "HMMR" on the OTC Pink Limited Market.
On October 23, 2025, the last reported sales price per share of our Common Stock on the OTC Pink Limited Market was $0.138.
Security Holders
As of October 23, 2025, we had 380 record holders of our Common Stock.
Dividends
We have not paid any cash dividends to our stockholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Recent Sales of Unregistered Securities
On May 24, 2025, the Company entered into an Assignment and Assumption Agreement with Michael Sevell and Caban Global Reach Private Equity LP ("CGRPE"), a Delaware limited partnership. Under this agreement, Mr. Sevell assigned to CGRPE a convertible note previously issued by the Company in the principal amount of $2,680,798.50. On May 25, 2025, the Company and CGRPE executed a Debt Exchange Agreement pursuant to which the full principal amount of the Loan was exchanged for 10,154,542 shares of common stock of the Company, at a per-share conversion price of $0.264. As of the filing of this Form 10-K, the shares of common stock have not yet been issued.
ITEM 6. [Reserved]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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.
11
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, 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."
Results of Operations for the Year Ended July 31, 2025 Compared to the Year Ended July 31, 2024
| 2025 | 2024 | $ Change | % Change | |||||||||
| Revenues | $ | - | $ | 420 | $ | (420 | ) | -100.00% | ||||
| Cost of sales | - | - | ||||||||||
| Selling, general and administrative expenses | (842,609 | ) | (728,714 | ) | 113,895 | 15.63% | ||||||
| Depreciation and amortization expense | (677,723 | ) | (673,193 | ) | 4,530 | 0.67% | ||||||
| Intangible asset impairment | (1,888,242 | ) | - | 1,888,242 | 100.00% | |||||||
| Total operating expenses | $ | (3,408,574 | ) | $ | (1,401,907 | ) | $ | 2,006,667 | 143.21% |
Net revenues for the year ended July 31, 2025 and 2024 were $0 and $420 respectively, a decrease of approximately $420 or 100%. We did not generate any revenues during the year ended July 31, 2025 as our mobile payments platform had not yet launched.
During the year ended July 31, 2025, we incurred total operating expenses of $3,408,574 compared with $1,401,907, an increase of approximately $2,006,667 or 143%, for the comparable period ended July 31, 2024. The increase in operating expenses is primarily the result of our intangible asset impairment of $1,888,242 during the year ended July 31, 2025. The intangible asset impairment was due to uncertainty regarding our ability to accurately project future earnings and positive cash flows related to our customer contract intangible asset, which we fully impaired as of July 31, 2025
We had an increase in selling, general and administrative expense of $113,895 or 16% for the year ended July 31, 2025 compared to the year ended July 31, 2024. The increase in selling, general and administrative expense is due primarily to an increase in professional expense ($99,618) and an increase in corporate and IT expense ($42,003), offset by a decrease in rent expense ($27,727).
We recorded depreciation and amortization expense of $677,723 and $673,193 during the years ended July 31, 2025 and 2024, respectively. Our depreciation and amortization expense for the year ended July 31, 2025 was composed of amortization of the customer contract asset of $551,808, amortization of the software asset of $123,760, and depreciation of property and equipment of $2,155. Our depreciation and amortization expense for the year ended July 31, 2024 was composed of amortization of the customer contract asset of $551,808, and amortization of the software asset of $121,385.
| 2025 | 2024 | $ Change | % Change | |||||||||
| Other income (expense) | ||||||||||||
| Interest expense | (1,500 | ) | (86,043 | ) | 84,543 | -98.26% | ||||||
| Warrant financing expenses | - | (164,525 | ) | 164,525 | -100.00% | |||||||
| Gain (loss) on change in fair value of warrant liability | (45,000 | ) | 177,750 | (222,750 | ) | -125.32% | ||||||
| Loss on conversion of debt | (974,836 | ) | - | (974,836 | ) | 100.00% | ||||||
| Total other income (expense) | $ | (1,021,336 | ) | $ | (72,818 | ) | $ | (948,518 | ) | 1,302.59% |
During the year ended July 31, 2025, we incurred total other expense of $1,021,336 primarily consisting of loss on conversion of debt of $974,836, loss on change in fair value of warrant liability of $45,000 and interest expense of $1,500. During the year ended July 31, 2024 we incurred total other expense of $72,818 consisting primarily of warrant financing expense of $164,525, interest expense of $86,043; offset by the gain on change in fair value of warrant liability of $177,750.
During the year ended July 31, 2025 we recorded a net loss from continuing operations of $4,429,910, compared to a net loss from operations of $1,474,305 from the year ended July 31, 2024. The increase in net loss from continuing operations is due primarily to the intangible asset impairment and a large increase in our total other expenses.
12
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 July 31, 2025, we had $18,054 in cash compared to $0 at July 31, 2024, an increase of $18,054.
As of July 31, 2025, we had total current assets of $19,304 and total current liabilities of $877,663, or negative working capital of $858,359, compared to total current assets of $206,266 and total current liabilities of $3,998,146, or negative working capital of $3,791,880 as of July 31, 2024. This is an increase in working capital of $2,933,521 driven primarily by the Viper Sale and the resulting decrease in current liabilities from discontinued operations.
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 further details pertaining to liquidity.
| 2025 | 2024 | $ Change | |||||||
| Net cash used in operating activities - continuing operations | (855,780 | ) | (871,731 | ) | 15,951 | ||||
| Net cash used in investing activities - continuing operation | - | (33,920 | ) | 33,920 | |||||
| Net cash provided by financing activities - continuing operations | $ | 840,752 | $ | 771,493 | $ | 69,259 | |||
| Net cash provided by operating activities - discontinued operations | (18,954 |
) |
145,412 | (164,366 |
) |
||||
| Net cash used in investing activities - discontinued operations | (36,177 | ) | (19,719 | ) | (16,458 | ) | |||
| Net cash provided by financing activities - discontinued operations | 14,080 | 15,910 | (1,830 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | $ | (56,079 | ) | $ | 7,445 | $ | (63,524 | ) |
Cash Flow from Continuing Operating Activities
During the year ended July 31, 2025 the cash used in operating activities from continuing operations was $855,780. The cash used in operating activities was primarily the result of the loss from continuing operations of $4,429,910, offset primarily by intangible asset impairment of $1,888,242, the loss on conversion of convertible note payable to common stock of $974,836, and amortization expense of $675,568.
During the year ended July 31, 2024 the cash used in operating expenses from continuing operations was $871,731. The cash used by operating expenses was primarily the result of a net loss from continuing operations of $1,474,305, and the change in fair value of the warrant liability of $177,750, offset primarily by amortization expense of $673,193 and an increase in accounts payable and accrued expenses of $99,511.
Cash Flow from Continuing Investing Activities
We did not have cash flows from investing activities from continuing operations for the year ended July 31, 2025. The cash flows from investing activities from continuing operations for the year ended July 31, 2024 were composed of $33,920 of software costs capitalized as intangible assets.
Cash Flow from Continuing Financing Activities
During the year ended July 31, 2025, we had cash provided by financing activities from continuing operations of $840,752. The cash provided by financing activities was primarily a result of $1,522,752 of proceeds from related party convertible notes, offset primarily by $682,000 of repayments of convertible notes payable.
During the year ended July 31, 2024, we had cash provided by financing activities from continuing operations of $771,493. The cash flows from financing activities were composed of proceeds from related party convertible notes of $771,493.
13
Going Concern
For the year ended July 31, 2025, the Company incurred a net loss from continuing operations of $4,429,910, cash used in operating activities of $855,780, and $0 of revenue generated from continuing operations. As of July 31, 2025, the Company had a working capital deficiency of $858,359. As of July 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 consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K, 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.
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.
Recently Issued Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the consolidated financial statements.
14
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.
15
ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
July 31, 2025 and 2024
16
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of:
Hammer Technology Holdings Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Hammer Technology Holdings Corp. and Subsidiaries (the "Company") as of July 31, 2025, the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2025, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred a net loss from continuing operations of $4,429,910, cash used in continuing operating activities of $855,780, and no revenues generated from continuing operations. As of July 31, 2025 the Company had a working capital deficiency of $858,359. Additionally, the Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Management's Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com • info@salbergco.com
Member National Association of Certified Valuation Analysts • Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality
F-1
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Intangible assets
As described in Footnote 2 "Summary of Significant Accounting Policies" and Footnote 5 "Intangible Assets, Net" to the consolidated financial statements, the Company fully impaired the customer contract asset as of July 31, 2025 resulting in a loss from the impairment of intangible assets of $1,888,842.
We identified the Company's impairment analysis as a critical audit matter. Auditing management's analysis of this critical audit matter involved a high degree of subjectivity.
The primary procedures we performed to address this critical audit matter included (a) Gained an understanding of management's process to conduct an impairment analysis, (b) evaluated if the valuation method used by management was appropriate (c) evaluated the data and assumptions used in management's impairment analysis, and (d) compared the accounting treatment and presentation to that described by the authoritative and interpretive literature. We agreed with management's final conclusions regarding impairment of intangible assets.
/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
We have served as the Company's auditor since 2025.
Boca Raton, Florida
October 29, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Hammer Fiber Optics Holdings Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Hammer Fiber Optics Holdings Corp. ("the Company") as of July 31, 2024, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year ended , and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company's auditor since 2022.
February 4, 2025
HAMMER TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
| July 31, | July 31, | ||||||||
| 2025 | 2024 | ||||||||
| ASSETS | |||||||||
| Current Assets | |||||||||
| Cash and cash equivalents | $ | $ | |||||||
| Prepaid expenses | |||||||||
| Current assets from discontinued operations | |||||||||
| Total current assets | |||||||||
| Property and equipment, net | |||||||||
| Intangible assets, net | |||||||||
| Noncurrent assets from discontinued operations | |||||||||
| Total assets | $ | $ | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||
| Current Liabilities | |||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||
| Loans payable | |||||||||
| Convertible notes 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 11) | |||||||||
| Stockholders' Equity (Deficit) | |||||||||
| Common stock, $ |
|||||||||
| Treasury stock ( |
( |
) | |||||||
| Additional paid-in capital | |||||||||
| Accumulated deficit | ( |
) | ( |
) | |||||
| Total Stockholder's Equity (Deficit) | ( |
) | ( |
) | |||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
HAMMER TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended | ||||||
| July 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | $ | $ | ||||
| Operating expenses | ||||||
| Selling, general and administrative expenses | ||||||
| Depreciation and amortization expense | ||||||
| Intangible asset impairment | ||||||
| Total operating expenses | ||||||
| Loss from operations | ( |
) | ( |
) | ||
| Other income (expense) | ||||||
| Interest expense | ( |
) | ( |
) | ||
| Warrant financing expense | ( |
) | ||||
| (Loss) gain on change in fair value of warrant liability | ( |
) | ||||
| Loss on conversion of debt | ( |
) | ||||
| Total other income (expense) | ( |
) | ( |
) | ||
| Net loss from continuing operations before income taxes | ( |
) | ( |
) | ||
| Provision for income taxes | ||||||
| Net loss from continuing operations | ( |
) | ( |
) | ||
| Net (loss) income from discontinued operations, after taxes | ||||||
| Net (loss) income from discontinued operations | ( |
) | ||||
| Gain on disposal of subsidiaries | ||||||
| Total net income from discontinued operations, after taxes | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Weighted average number of common shares outstanding - basic and diluted | ||||||
| Net loss from continuing operations per share, basic and diluted | $ | ( |
) | $ | ( |
) |
| Net income from discontinued operations per share, basic | $ | $ | ||||
| Net income from discontinued operations per share, diluted | $ | $ | ||||
| Total net loss per share, basic and diluted | $ | ( |
) | $ | ( |
) |
| Weighted average number of common shares outstanding - basic | ||||||
| Weighted average number of common shares outstanding - diluted | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
HAMMER TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Additional | Total | ||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) Equity |
|||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Commitment shares issued | |||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Balance, July 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Treasury stock from Viper Sale | - | - | ( |
) | ( |
) | |||||||||||||||
| Common stock issued due to conversion of debt | |||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Balance, July 31, 2025 | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
HAMMER TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended July 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 | ||||||
| Loss on conversion of convertible note payable to common stock | ||||||
| Change in fair value of warrant liability | ( |
) | ||||
| Intangible asset impairment | ||||||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses | ( |
) | ||||
| Accounts payable and accrued expenses | ( |
) | ||||
| Net cash used in operating activities: | $ | ( |
) | $ | ( |
) |
| Cash flows from investing activities: | ||||||
| Software costs capitalized as intangible asset | ( |
) | ||||
| 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 provided by operations - 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 year | ||||||
| Cash and cash equivalents from discontinued operations - beginning of year | ||||||
| Cash and cash equivalents at beginning of year | $ | $ | ||||
| Cash and cash equivalents from continuing operations - end of year | ||||||
| Cash and cash equivalents from discontinued operations - end of year | ||||||
| Cash and cash equivalents at end of year | $ | $ | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||
| Cash paid during the period: | ||||||
| Interest | $ | $ | ||||
| Income Tax | $ | $ | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||
| Commitment shares issued | $ | $ | ||||
| Conversion of convertible debt to common stock | $ | $ | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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 LCC, 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 Fiber Optics Holdings Corp. is the parent company and sole shareholder of HammerPay [USA], Ltd. The financial statements for Hammer Fiber Optics 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.
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 year ended July 31, 2025 the Company incurred a net loss from continuing operations of $
F-6
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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. During the year ended July 31, 2025, the Company converted $
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 July 31, 2025 and 2024, 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 related impairment losses during the year ended July 31, 2024.
F-7
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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.
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 July 31, 2025, and 2024, 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.
F-8
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 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 July 31, 2025 and 2024, the Company did not have any amounts recorded pertaining to uncertain tax positions.
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 10 - Stockholders' Equity).
Basic and diluted 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.
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:
F-9
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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 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 | $ | |||||||||||
| Fair Value Measurements at July 31, 2024 using: |
||||||||||||
| July 31, 2024 |
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 July 31, 2025 and 2024:
| For the Year Ended | ||||||
| July 31, 2025 | July 31, 2024 | |||||
| Beginning Balance | $ | $ | ||||
| Change in fair value of warrant liabilities | ( |
) | ||||
| Balance as of July 31, | $ | $ | ||||
The below table shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:
| July 31, 2025 | July 31, 2024 | ||
| Stock Price | $ |
$ |
|
| Risk-free interest rates | |||
| Expected life (in years) | |||
| Expected volatility | |||
| Dividend yield |
F-10
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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 on our disclosures.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM"). ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance on a retrospective basis as of August 1, 2024 and the adoption of this guidance had no material impact on the consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a modified retrospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the consolidated financial statements.
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 July 31, 2025 and 2024:
F-11
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
| July 31, | July 31, | |||||
| 2025 | 2024 | |||||
| Current assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Accounts receivable | ||||||
| Note receivable | ||||||
| Security deposits | ||||||
| Prepaid expenses | ||||||
| Total current assets | ||||||
| Noncurrent assets | ||||||
| Property and equipment, net | ||||||
| Total noncurrent assets | ||||||
| Total assets - discontinued operations | $ | $ | ||||
| Current liabilities | ||||||
| Accounts payable and accrued expenses | $ | $ | ||||
| Loans payable | ||||||
| Convertible notes payable - related parties | ||||||
| Contract liabilities | ||||||
| Total current liabilities | ||||||
| Total liabilities - discontinued operations | $ | $ |
The following table represents the major components of the financial results of discontinued operations for the years ended July 31, 2025 and 2024:
| For the Years Ended, | ||||||
| July 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | $ | $ | ||||
| Cost of sales |
|
|||||
| Gross profit | ||||||
| Operating expenses | ||||||
| Selling, general and administrative expenses | ||||||
| Depreciation and amortization expense | ||||||
| Total operating expenses | ||||||
| OPERATING INCOME (LOSS) | ( |
) | ||||
| Other income (expense) | ||||||
| Other income | ||||||
| Financing expense | ( |
) | ( |
) | ||
| Other expenses | ( |
) | ||||
| Gain on disposal of subsidiaries | ||||||
| Total other income (expense) | ||||||
| Net income from discontinued operations before taxes | ||||||
| Provision for income taxes | ||||||
| Net income from discontinued operations, after taxes | $ | $ | ||||
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:
F-12
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
| November 1, | |||
| 2024 | |||
| Net assets and liabilities | |||
| Cash and cash equivalents | $ | ( |
) |
| Accounts receivable | ( |
) | |
| Note receivable | ( |
) | |
| Security deposits | ( |
) | |
| Prepaid expenses | ( |
) | |
| Property and equipment, net | ( |
) | |
| Accounts payable and accrued expenses | |||
| Loans payable | |||
| Convertible notes payable - related parties | |||
| Deferred revenue | |||
| Net gain from disposal of assets and liabilities | |||
| Consideration received in exchange for disposal of assets | |||
| Gain on disposal of subsidiaries | $ |
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.
On August 27, 2024, Endstream Communications entered into a financing agreement with a financial institution in the amount of $
On April 1, 2024, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $
On August 8, 2024, a lender lent 1stPoint Communications $
On March 20, 2023, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $
During the fiscal year 2022, the Company entered into a non-interest bearing loan with a financial institution in the amount of $
On February 26, 2021, Endstream Communications entered into a financing agreement with a financial institution in the amount of $
F-13
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
As of November 1, 2024 and July 31, 2024, notes payable from discontinued operations consisted of the following:
| November 1, 2024 | July 31, 2024 | |||||
| Notes payable | $ | $ | ||||
| Less: current portion, net | ( |
) | ( |
) | ||
| Long-term notes payable, net | $ | $ |
Related party convertible notes from 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 $
On September 1, 2020, the Company entered into a convertible note for the sum of $
As of November 1, 2024 and July 31, 2024, related parties convertible debt from discontinued operations consisted of the following:
| November 1, 2024 | July 31, 2024 | |||||
| Convertible notes payable - related parties from discontinued operations | $ | $ | ||||
| Less: current portion, net | ( |
) | ( |
) | ||
| Long-term convertible notes payable - related parties, net | $ | $ |
NOTE 4 - PROPERTY AND EQUIPMENT
As of July 31, 2025 and 2024, property and equipment consisted of the following:
| July 31, | July 31, | ||||||||
| 2025 | 2024 | Life | |||||||
| Computer and telecom equipment | $ | $ | |||||||
| Less: Accumulated depreciation | ( |
) | |||||||
| Total | $ | $ |
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 July 31, 2025 and 2024, 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:
| July 31, 2025 | July 31, 2024 | |||||||||||||||||||
| 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 $
F-14
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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:
| For the years ended July 31, | |||
| 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 July 31, 2025 and 2024, notes payable consisted of the following:
| July 31, 2025 | July 31, 2024 | |||||
| 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 $
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 $
F-15
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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 July 31, 2025 and 2024, related parties convertible debt consisted of the following:
| July 31, 2025 | July 31, 2024 | |||||
| Convertible notes payable - related parties | $ | $ | ||||
| Less: current portion, net | ( |
) | ( |
) | ||
| Long-term convertible notes payable - related parties, net | $ | $ |
NOTE 8 - CONVERTIBLE DEBT
On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P. ("Mast"). Pursuant to the terms of the Mast SPA, the Company issued Mast a promissory note in the aggregate principal amount of $
The Company entered into the First Amendment to the Mast Note as of March 6, 2023, through which both parties agreed to increase the principal balance of the note by $
Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase
On April 4, 2024, the Company entered into the Second Amendment to the Mast Note, effectively increasing the principal balance of the note by $
The Mast Note bears interest at a rate of
F-16
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
As of July 31, 2025 the Company did not have any outstanding convertible notes payable.
As of July 31, 2025 and 2024, convertible debt consisted of the following:
| July 31, 2025 | July 31, 2024 | |||||
| Convertible debt | $ | $ | ||||
| Original issue discount | $ | $ | ||||
| Less: current portion, net | ( |
) | ||||
| Long-term convertible debt, net | $ | $ |
NOTE 9 - INCOME TAXES
The difference between the actual income tax rate versus the tax computed at the Federal Statutory Rate follows:
| July 31, 2025 | July 31, 2024 | |||||
| Federal rate | ||||||
| State net of federal | ||||||
| Non-taxable change in fair value of warrant | ( |
( |
||||
| Sale of subsidiaries | ||||||
| Loss on conversion of debt | ( |
|||||
| Other permanent items | ( |
|||||
| Valuation allowance | ( |
( |
||||
| Effective income tax rate |
The Company did not have any material uncertain tax positions. The Company's policy is to recognize interest and penalties accrued related to unrecognized benefits as a component income tax expense (benefit). The Company did not recognize any interest or penalties, nor did it have any interest or penalties accrued as of July 31, 2025 and July 31, 2024.
Deferred income tax assets and (liabilities) consist of the following:
| July 31, 2025 | July 31, 2024 | |||||
| Deferred tax assets (liabilities) | ||||||
| Net operating loss carryforward | $ | $ | ||||
| Intangibles | ||||||
| Capital loss carryforward | ||||||
| Depreciation | ||||||
| Total deferred tax assets | ||||||
| Valuation allowance | ( |
) | ( |
) | ||
| Net deferred taxes | $ | $ |
The Company has approximately $
The Company has approximately $
F-17
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved.
During the twelve months ended July 31, 2025, the valuation allowance increased by $
The tax periods ending July 31, 2022 through 2024 are open for examination.
NOTE 10 - 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 July 31, 2025, no cash dividend has been declared to date. Each share of common stock is entitled to one vote.
On March 6, 2023, Mast Hill amended the terms of its promissory note, which included the issuance of
On May 26, 2025 the Company and a related party lender entered into a debt exchange agreement (the "exchange"), pursuant to which the entire principal balance of the February 2021 Convertible Note was forgiven in exchange for
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 LCC, 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 11 - 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 July 31, 2025 the Company had accrued a liability of $
NOTE 12 - WARRANTS
On February 11, 2022, the Company issued a purchase warrant (the "Mast First Warrant") to Mast Hill Fund, L.P. for
F-18
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
On February 11, 2022, the Company issued a purchase warrant (the "Mast Second Warrant") to Mast Hill Fund, L.P. for
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
The following schedule summarizes the changes in the Company's common stock warrants during the years ended July 31, 2025 and 2024:
| Weighted | |||||||||
| Weighted | Average | ||||||||
| Average | Contractual | ||||||||
| Number of | Exercise | Term | |||||||
| Warrants | Price | (Years) | |||||||
| Balance outstanding at July 31, 2023 | |||||||||
| Granted | $ | ||||||||
| Exercised | - | ||||||||
| Expired/Canceled | - | ||||||||
| Balance outstanding at July 31, 2024 | $ | ||||||||
| Granted | - | ||||||||
| Exercised | - | ||||||||
| Expired/Canceled | ( |
) | - | ||||||
| Balance outstanding at July 31, 2025 | $ | ||||||||
| Exercisable at July 31, 2024 | $ |
The fair values of the warrant liabilities during the years ended July 31, 2025 and 2024 were estimated using Black-Scholes option-pricing model with the following assumptions:
| July 31, | |||
| 2025 | 2024 | ||
| Exercise Price | $ |
$ |
|
| Risk-free interest rates | |||
| Expected life (in years) | |||
| Expected volatility | |||
| Dividend yield | |||
NOTE 13 - EARNINGS 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.
F-19
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
A reconciliation of the Company's basic and diluted income (loss) per common share is as follows:
| For the Years Ended, | ||||||
| July 31, | ||||||
| 2025 | 2024 | |||||
| Numerator: | ||||||
| Net loss from continuing operations | $ | ( |
) | $ | ( |
) |
| Net income from discontinued operations | $ | $ | ||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Denominator: | ||||||
| Basic weighted average common shares outstanding | ||||||
| Effect of potentially dilutive convertible notes | ||||||
| Dilutive weighted average common shares outstanding | ||||||
| Net loss from continuing operations per common share: | ||||||
| Basic | $ | ( |
) | $ | ( |
) |
| Diluted | $ | ( |
) | $ | ( |
) |
| Net income from discontinued operations per common share: | ||||||
| Basic | $ | $ | ||||
| Diluted | $ | $ | ||||
| Net loss per common share: | ||||||
| Basic | $ | ( |
) | $ | ( |
) |
| Diluted | $ | ( |
) | $ | ( |
) |
The following potentially dilutive securities have been excluded from computations of dilutive weighted average shares outstanding as they would be anti-dilutive:
| July 31, 2025 | July 31, 2024 | |||||
| Warrants | ||||||
| Convertible Notes | ||||||
| Total |
NOTE 14 - 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.
F-20
HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 AND 2024
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 Years Ended, | ||||||
| July 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | $ | $ | ||||
| Less: Significant and other segment expenses | ||||||
| Selling, general and administrative expenses | ( |
) | ( |
) | ||
| Depreciation and amortization expense | ( |
) | ( |
) | ||
| Intangible asset impairment | ( |
) | ||||
| Interest expense | ( |
) | ( |
) | ||
| Warrant financing expense | ( |
) | ||||
| Change in fair value of warrant liability | ( |
) | ||||
| Loss on conversion of debt | ( |
) | ||||
| Net loss from continuing operations | $ | ( |
) | $ | ( |
) |
NOTE 15 - SUBSEQUENT EVENTS
Effective September 3, 2025, the Company amended its Articles of Incorporation to effect a change of the Company's name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp." (the "Name Change"). The Name Change does not affect the Company's ticker symbol (HMMR) or the CUSIP number for the Company's outstanding shares of common stock.
Between August 1, 2025 and October 23, 2025 the Company received $
Effective August 9, 2025, four related party convertible party notes with a total principal balance of $
F-21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS
a) Dismissal of Fruci & Associates II, PLLC ("Fruci")
On February 20, 2025, the Board of Directors of the Company approved the dismissal of Fruci & Associates II, PLLC ("Fruci") as its independent registered public accounting firm.
During the Company's two most recent fiscal years ended July 31, 2024 and 2023 and the subsequent interim periods through February 18, 2025, there were no disagreements as defined in Item 304 of Regulation S-K with Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Fruci, would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. Further, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
(b) Engagement of Salberg & Company, P.A. ("Salberg")
On February 20, 2025, the Board of Directors approved the appointment of Salberg & Company, P.A. ("Salberg"), an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm. During our two most recent fiscal years through July 31, 2024, and the subsequent interim periods through February 20, 2025, neither us nor anyone on our behalf consulted Salberg regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
ITEM 9A. 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 Annual Report, we conducted an evaluation under the supervision and with the participation of our Principal Executive 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 July 31, 2025, the disclosure controls and procedures of our Company were not effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our internal controls over financial reporting as of July 31, 2025. Based on this assessment, management believes that, as of July 31, 2025, we did not maintain effective internal control over financial reporting based on the criteria established in the "Internal Integrated Framework" issued by COSO in 2013 due to certain material weaknesses in its internal controls.
17
Material Weakness and Correction Action
Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013).
A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. 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.
During the fiscal year 2024, we engaged an outsourced firm with a panel of CPA consultants in 2024 to assist in building internal controls and preparing financial reports, and to establish best practices and help us document and implement all the checks and balances needed for all financial areas.
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.
Attestation Report of the Independent Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement.
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.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification of Executive Officers and Directors of the Company
18
The following table sets forth certain information regarding our current executive officers and directors as of the date of this Annual Report:
| Name | Age | Positions |
| Michael Cothill | 68 | Principal Executive Officer Director |
| Mark Stogdill | 45 | Principal Financial Officer Director |
| Michael Sevell | 70 | Director |
| Eric Maire | 59 | Director |
Michael Cothill - CEO and Chairman
Michael is a highly accomplished professional having gained extensive experience in a broad range of industry verticals. Michael has specialized knowledge of assisting emerging markets, most specifically African governments on regulatory governance regarding licensing and compensation strategies that are designed to attract capital investment to their respective countries. Amongst these projects have been the buildout of fiber optic infrastructure in Africa serving private enterprise projects covering countries such as Somalia, Ethiopia, Eretria, Kenya and Sudan in the north east African region to South Africa, Zimbabwe, Congo and Mozambique in the Southern region. Michael brings 35 years of hands on strategic and corporate management, technological innovation and entrepreneurial guidance to emerging market companies. Michael has been the Chairman of Hammer Technology Holdings since its inception in 2015 and is responsible in guiding the Company's operational strategy.
Michael Sevell - Independent Director
Michael Sevell has spent his career in all facets of business startups including retail management, custom home design and construction. Michael now spends his time as an early-stage investor in companies such as Hammer Technology Holdings where he takes a "hands on approach" in entrepreneurial guidance of the executive management team in both the principals of successful business methodology and the appropriate practice of corporate governance procedures. Michael is not only a highly valued member of the Board of Hammer Technology Holdings but has also personally invested the majority of the early-stage development capital in the Company and is responsible for its strategy to fund initiatives.
Mark Stogdill - CFO and Director
Mark Stogdill has spent most of his professional career serving the communications and technology industries. As Head of Engineering for Fiber Engineering and Design he oversaw the full-scale deployment of the Verizon FiOS project covering the metropolitan areas of Philadelphia, Manhattan, Newark, New Jersey and York, Pennsylvania. As a consultant, Mark served as a technical advisor on projects ranging from cellular data synchronization to providing design and engineering guidance in the creation of a SONET network for a community broadband project in MN. As the President of the engineering firm Romar Industries, Mark worked on projects with Google Fiber in Austin, TX and fiber deployments for Time Warner Cable in Maine. He has previously served as the CEO and CFO of Hammer Technology Holdings.
Eric Maire - Independent Director
Eric Maire holds an Information Technology Master's degree with extensive international business expertise. Eric worked for the Western Switzerland Economic Foreign Economic development agency for 6 years and facilitated the establishment of reputed international companies to Vaud Switzerland such as Yahoo, Cisco, Chiquita, SC Johnson including locating more than 50 companies to Switzerland during his tenure.
As a Serial entrepreneur for more than 20 years, Eric has lived in Asia for 8 years including Russia and Turkey and has esteemed business relations in more than 40 countries across the globe. Eric is the Co-Founder of HTG High Technology Glass SA in addition to his advisory firm, SwissAwa. Eric is a representative board member of several Swiss and International companies in Switzerland and abroad and is a valued leader of Telecom Financial Service.
Term of Office
Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders' Meeting, or until his death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.
19
Family Relationships
None.
Risk Oversight
Our board of directors takes a company-wide approach to risk management. Our board of directors determines the appropriate risk level for us generally, assesses the specific risks faced by us and reviews the steps taken by management to manage those risks. While our board of directors has ultimate oversight responsibility for the risk management process given that no board committees have yet been formed. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors.
Until our board of directors has established a compensation committee, it remains responsible for, among other things, overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards is administered. Until our board of directors has established an audit committee, it will oversee, among other things, our corporate accounting and financial reporting process and oversees the audit of our financial statements and the effectiveness of our internal control over financial reporting. Until our board of directors has established a nominating committee, it will be responsible for among other things, making recommendations regarding candidates for directorships, reviewing developments in corporate governance practices and developing a set of corporate governance guidelines.
Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Our board of directors' candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to our board of directors' activities and to enhance their knowledge of our business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.
Board Committees
Our board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee. We do not have an audit committee financial expert serving on our board of directors. Due to our limited financial resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:
(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
20
(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
(i) Any Federal or State securities or commodities law or regulation; or
(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Code of Ethics
The Company has not adopted a Code of Ethics.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our Common Stock are required to file forms reporting their beneficial ownership of our Common Stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.
During the fiscal year ended July 31, 2025, we do not believe any reports were required to be filed by such persons pursuant to Section 16(a).
21
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our executive officers for the fiscal years ended July 31, 2025 and 2024.
| SUMMARY COMPENSATION TABLE | ||||
| Name and Principal Position | Fiscal Year |
Salary ($) | All Other Compensation ($) |
Total ($) |
| Michael P. Cothill | 2025 | NIL | NIL | NIL |
| Executive Director & Executive Chairman | 2024 | NIL | NIL | NIL |
| Mark Stogdill1 | 2025 | NIL | NIL | NIL |
| Principal Financial Officer & Director | 2024 | NIL | NIL | NIL |
| Erik Levitt1 | 2025 | NIL | NIL | NIL |
| Principal Financial Officer & Director | 2024 | NIL | NIL | NIL |
1 As of August 7, 2024, Erik Levitt tendered his resignation as Principal Financial Officer and as a director of the Company. The Board of Directors appointed Mark Stogdill to the position of Principal Financial Officer and Secretary of the Company.
Equity Incentive Plan
None.
Option Grants
We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.
Management Agreements
None.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Compensation Committee
We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation. We believe that our compensation policies and practices for all employees and other individual service providers, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.
22
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding our current executive officers and directors as of the date of this Annual Report:
| Name and Address of Beneficial Owner Directors and Officers: |
Class | Shares Held or Controlled |
Percentage of Class 1 | |
| Michael Cothill 2 Principal Executive Officer & Director 6151 Lake Osprey Drive Sarasota, FL 34240 |
Common | 4,350,000 | 6.89% | |
| Mark Stogdill 3 Principal Financial Officer & Director 6151 Lake Osprey Drive Sarasota, FL 34240 |
Common | 4,545,340 | 7.20% | |
| Michael Sevell 4 Director 6151 Lake Osprey Drive Sarasota, FL 34240 |
Common | 8,065,236 | 12.77% | |
| Eric Maire | ||||
| Director | Common | 0 | 0% | |
| 6151 Lake Osprey Drive | ||||
| Sarasota, Florida 34240 | ||||
| All officers and directors as a group (4 people) | Common | 16,960,576 | 26.86% | |
| 5% Shareholders None | Common | ------------ | --------- |
1. The number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The entities or persons named in the table have sole voting and investment power with respect to all shares of common stock shown that are beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
2. Michael Cothill's ownership of 4,350,000 shares represents his indirect ownership of 4,350,000 shares owned by Ambleside Trust, for which he has sole voting and dispositive control.
3. Mark Stogdill's ownership of 4,545,340 shares represents his indirect ownership of 4,545,340 shares owned by Arradis Enterprises, LLC, a limited liability company for which he has sole voting and dispositive control.
4. Michael Sevell's ownership of 8,065,236 shares is composed of: (a) 5,872,736 shares owned directly by Michael Sevell; and (b) 2,192,500 shares representing his indirect ownership of 2,192,500 shares owned by Forefront Investors, LLC., a limited liability company for which he has sole voting and dispositive control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 10% of the Company's outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, or in any proposed transaction, which has materially affected or will affect the Company other than as disclosed in the financial statements.
On May 24, 2025, the Company entered into an Assignment and Assumption Agreement with Michael Sevell and Caban Global Reach Private Equity LP ("CGRPE"), a Delaware limited partnership. Under this agreement, Mr. Sevell assigned to CGRPE a convertible note previously issued by the Company in the principal amount of $2,680,798.50 (the "Loan") as a capital contribution to CGRPE, in accordance with Section 721 of the Internal Revenue Code. Michael Sevell and Michael Cothill, two Directors of the Company, are both Directors of CGRPE. On May 25, 2025, the Company and CGRPE executed a Debt Exchange Agreement pursuant to which the full principal amount of the Loan was exchanged for 10,154,542 shares of common stock of the Company, at a per-share conversion price of $0.264. This conversion fully extinguishes the Company's debt obligation and was consummated pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
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On May 2, 2025, the Company entered into a promissory note agreement 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 promissory note agreement at a rate of 4% per annum. The outstanding principal may be converted into shares of restricted common stock at the option of CGRPE. The conversion price is equal to the prevailing market price on the date of conversion at a 25% discount. As of July 31, 2025 the outstanding balance owed by the Company due to the promissory note agreement was $85,946.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:
- Disclosing such transactions in reports where required;
- Disclosing in any and all filings with the SEC, where required;
- Obtaining disinterested directors consent; and
- Obtaining shareholder consent where required.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605. The NASDAQ definition of "Independent Director" means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Under the definitions outlined it is our opinion that Michael Sevell and Eric Maire are independent directors.
Review, Approval or Ratification of Transactions with Related Persons
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 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The company employs Pre-Approval Policies and Procedures Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:
| 2025 | 2024 | |||||
| Audit fees (1) | $ | 75,000 | $ | 55,000 | ||
| Audit related fees (2) | - | - | ||||
| Tax fees (3) | - | - | ||||
| All other fees | - | - | ||||
| Total | $ | 75,000 | $ | 55,000 |
|
(1) |
Audit fees - these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly consolidated financial statements. |
|
(2) |
Audit-related fees - these fees relate primarily to the auditors' review of our registration statements and audit related consulting. |
|
(3) |
Tax fees - no fees of this sort were billed by our independent registered public accounting firm during 2025 and 2024 fiscal years. |
All Other Fees
We did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended July 31, 2025 and 2024.
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The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
Pre-Approval Policies and Procedures
We do not have an audit committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during the fiscal years ended July 31, 2025 and 2024 were reviewed and approved by our Board before the respective services were rendered.
Maintaining Principal Accountant's Independence
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
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ITEM 15. EXHIBITS
*In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
**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 TECHNOLOGY HOLDINGS CORP | |
| Date: October 29, 2025 | /s/ Michael Cothill |
| Michael P. Cothill | |
| Principal Executive Officer | |
| Date: October 29, 2025 | /s/ Mark Stogdill |
| Mark Stogdill | |
| Principal Financial Officer |
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.
| Date: October 29, 2025 | /s/ Michael Cothill |
| Michael P. Cothill | |
| Principal Executive Officer, Director |
| Date: October 29, 2025 | /s/ Mark Stogdill |
| Mark Stogdill | |
| Principal Financial Officer, Director |
| Date: October 29, 2025 | /s/ Michael Sevell |
| Michael Sevell | |
| Director |
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Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Michael P. Cothill, certify that:
1. I have reviewed this Annual Report on Form 10-K of the Registrant for the period ended July 31, 2024.
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: October 29, 2025
Hammer Technology Holdings Corp.
By: /s/ Michael P. Cothill
Name: Michael P. Cothill
Title: Principal Executive Officer
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Stogdill, certify that:
1. I have reviewed this Annual Report on Form 10-K of the Registrant for the period ended July 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: October 29, 2025
Hammer Technology Holdings Corp.
By: /s/ Mark Stogdill
Name: Mark Stogdill
Title: Principal Financial Officer
Exhibit 32.01
CERTIFICATION 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 Technology 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 Annual Report on Form 10-K of the Registrant for the period ended July 31, 2024, 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-K 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: October 29, 2025
Hammer Technology 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 32.02
CERTIFICATION 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 Technology 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 Annual Report on Form 10-K of the Registrant for the period ended July 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-K 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: October 29, 2025
Hammer Technology 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.