Quarterly Report for Quarter Ending October 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Hammer Technology Holdings Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Overview

Hammer Technology Holdings Corp. is a company focused on sustainable shareholder value investing in financial services technology. We have one wholly-owned active subsidiary, Hammerpay USA Ltd. Additionally, we have two wholly-owned inactive subsidiaries: Hammer Fiber Optics Investment Ltd., and Hammer Wireless (SL) Limited.

Our financial technologies business is focused on providing digital stored value technology via our HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring swift, safe and secure encrypted remittances and banking transactions.

Recent Developments

On August 7, 2024, we authorized and executed a Purchase Agreement with Viper Networks, Inc. ("Viper") to sell our telecommunications assets to Viper (the "Viper Sale"). The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. The telecommunication assets qualified for reporting as a discontinued operation. As a result, the results of the telecommunication assets, including the gain on disposal of subsidiaries, are excluded from continuing operations for all periods presented. Accordingly, any discussion of our historical financial information below reflects the telecommunication asset's results as a discontinued operation and amounts and disclosures below pertain to our continuing operations for all periods presented, unless otherwise noted. With the divestiture of the telecommunications assets, we have begun to concentrate our efforts on fintech initiatives such as our mobile payments platform, instead of on telecommunication services.

As consideration for the Viper Sale we received back 2,500,000 shares of the Company's common stock. The Viper Sale closed on November 1, 2024. The returned shares had a value of $0.25 per share on November 1 2024 resulting in a total consideration value of $625,000.

Effective on September 3, 2025, we amended our Articles of Incorporation, as amended with the State of Nevada to effect a change of our name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp."

Results of Operations for the Three Months Ended October 31, 2025 Compared to the Three Months Ended October 31, 2024

Net revenues for the three months ended October 31, 2025 and 2024 were $0. We did not generate any revenues during the three months ended October 31, 2025 as our mobile payments platform had not yet launched.

During the three months ended October 31, 2025, we incurred total operating expenses of $165,107 compared with $355,586, a decrease of approximately $190,479 or 54%, for the comparable period ended October 31, 2024. The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense. We fully impaired our customer contract asset during the three months ended July 31, 2025 which resulted in a decrease in intangible asset amortization.

We had a decrease in selling, general and administrative expense of $52,527 or 28% for the three months ended October 31, 2025 compared to the three months ended October 31, 2024. The decrease in selling, general and administrative expense is due primarily to a decrease in professional expense of $43,361 and a decrease in corporate and IT expense of $9,419, offset by an insignificant increase in rent expense of $253.

We recorded depreciation and amortization expense of $31,075 and $169,027 during the three months ended October 31, 2025 and 2024, respectively. Our depreciation and amortization expense for the three months ended October 31, 2025 was composed of amortization of the software asset of $30,940, and depreciation of property and equipment of $135. Our depreciation and amortization expense for the three months ended October 31, 2024 was composed of amortization of the customer contract asset of $137,952, amortization of the software asset of $30,940, and depreciation of property and equipment of $135.

		2025			2024			$ Change			% Change
Other income (expense)
Interest expense	$	(2,368	)	$	(152	)	$	(2,216	)		1,458%
Gain (loss) on change in fair value of warrant liability		18,600			(56,937	)		75,537			(133)%
Total other income (expense)	$	16,232		$	(57,089	)	$	73,321			(128)%

During the three months ended October 31, 2025, we recorded total other income of $16,232 primarily consisting of a gain on the change in fair value of warrant liability of $18,600; offset by interest expense of $2,368. During the three months ended October 31, 2024 we incurred total other expense of $57,089 consisting primarily of the loss on change in fair value of warrant liability of $56,937 and interest expense of $152.

During the three months ended October 31, 2025 we recorded a net loss from continuing operations of $148,875, compared to a net loss from continuing operations of $412,675 from the three months ended October 31, 2024. The decrease in net loss from continuing operations is due primarily to a large decrease in our operating expenses.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of October 31, 2025, we had $40,828 in cash compared to $18,054 at July 31, 2025, an increase of $22,774.

As of October 31, 2025, we had total current assets of $40,828 and total current liabilities of $745,186, or negative working capital of $704,358, compared to total current assets of $19,304 and total current liabilities of $877,663, or negative working capital of $858,359 as of July 31, 2025. This is an increase in working capital of $154,001 driven primarily by a decrease in accounts payable and accrued expenses, and a decrease in the current liabilities from related party convertible notes payable.

We have financed our operations since inception primarily through debt from related parties. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form. Our ability to remain a going concern is dependent upon whether we can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as we are substantially sustained as a going concern through cash flow from operations.

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of expending our operations. We plan to generate positive cash flow from the expansion of our fintech initiatives, such as our mobile payments platform. We may also choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders' ownership in us and could also result in a decrease in the market price of our common stock. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.

See the analysis below of the cash flow statement for the three months ended October 31, 2025 and 2024 for further details pertaining to liquidity.

		2025			2024			$ Change
Net cash used in operating activities - continuing operations	$	(187,226	)	$	(320,837	)	$	133,611
Net cash used in investing activities - continuing operation		-			-			-
Net cash provided by financing activities - continuing operations		210,000			313,806			(103,806	)
Net cash used in operating activities - discontinued operations		-			(18,954	)		18,954
Net cash used in investing activities - discontinued operations		-			(1,449	)		1,449
Net cash provided by financing activities - discontinued operations		-			14,080			14,080
Net increase (decrease) in cash and cash equivalents	$	22,774		$	(13,354	)	$	13,354

Cash Flow from Continuing Operating Activities

During the three months ended October 31, 2025 the cash used in operating activities from continuing operations was $187,226. The cash used in operating activities was primarily the result of the decrease in accounts payable and accrued expenses of $52,076, and the net loss from continuing operations of $148,875, offset primarily by amortization of $30,940.

During the three months ended October 31, 2024 the cash used in operating expenses from continuing operations was $320,837. The cash used by operating expenses was primarily the result of a net loss from continuing operations of $412,675, and the decrease in accounts payable and accrued expenses of $129,126, offset primarily by amortization of $168,892 and the change in fair value of warrant liabilities of $56,937.

Cash Flow from Continuing Investing Activities

We did not have cash flows from investing activities from continuing operations for the three months ended October 31, 2025 and 2024.

Cash Flow from Continuing Financing Activities

During the three months ended October 31, 2025, we had cash provided by financing activities from continuing operations of $210,000. The cash provided by financing activities was the result of proceeds from related party convertible notes.

During the three months ended October 31, 2024, we had cash provided by financing activities from continuing operations of $313,806. The cash flows from financing activities were composed of proceeds from related party convertible notes of $995,806, offset by the repayment of convertible notes payable of $682,000.

Going Concern

For the three months ended October 31, 2025, the Company incurred a net loss from continuing operations of $148,875, cash used in operating activities of $187,226, and $0 of revenue generated from continuing operations. As of October 31, 2025, the Company had a working capital deficiency of $704,358. As of October 31, 2025, substantial doubt existed as to the Company's ability to continue as a going concern as a result of these factors. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund business operations. Issuances of additional shares may result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing in amounts sufficient to fund our operations and other development activities.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of financial statements in accordance with GAAP requires application of management's subjective judgments, often requiring estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results may differ substantially from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in "Note 2 - Summary of Significant Accounting Policies," to our condensed consolidated unaudited financial statements included in Item 1, "Financial Statements," of this Quarterly Report on Form 10-Q, we believe that the following accounting policies require the application of significant judgments and estimates

Warrant Fair Value

Our warrant fair value estimates are based on the Black Scholes model using quoted market prices and estimated volatility factors based on historical prices of the Company's common stock. Valuations derived from the Back-Scholes model are subject to ongoing internal and external verification and review. The inputs used in the Black-Scholes model involve our judgment and changes to those inputs may impact our net loss.

Intangible Assets

Our intangible assets, composed of software and customer contracts, were obtained through the Company's January 2022 acquisition of Telecom Financial Services, Ltd. ("TFS"), as well as capitalized internal software development costs. A valuation specialist was contracted to determine a purchase price allocation for the $4,250,000 paid for TFS. Ultimately, it was determined that the software is valued at approximately $387,843 and the customer contract at approximately $3,862,657. The Company also capitalized internal software costs of $230,961. These assets have useful lives of between 5 and 7 years and are amortized on a straight-line basis.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Determining indicators of impairment and measuring impairment losses requires the use of our judgment and estimates. Changes in market conditions or operating results could materially impact these estimates.

Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contract intangible asset, the Company fully impaired the customer contract asset as of July 31, 2025. As a result, the Company recognized a loss from the impairment of intangible assets of $1,888,242 for the year ended July 31, 2025.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.