Quarterly Report for Quarter Ending April 30, 2026 (Form 10-Q)

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

Special Note Regarding Forward-Looking Statements

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 April 30, 2026 Compared to the Three Months Ended April 30, 2025

		2026			2025			$ Change			% Change
Selling, general and administrative expenses		103,714			212,852			(109,138	)		(51)%
Depreciation and amortization expense		31,071			169,023			(137,952	)		(82)%
Total operating expenses	$	134,785		$	381,875		$	(247,090	)		(65)%

Net revenues for the three months ended April 30, 2026 and 2025 were $0. We did not generate any revenues during the three months ended April 30, 2026 as our mobile payments platform had not yet launched.

During the three months ended April 30, 2026, we incurred total operating expenses of $134,785 compared with $381,875, a decrease of approximately $247,090 or 65%, for the comparable period ended April 30, 2025. The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense. We fully impaired our customer contract intangible asset during the year ended July 31, 2025, which resulted in a significant decrease in intangible asset amortization. Selling, general and administrative expenses were also higher during the three months ended April 30, 2025, primarily due to elevated professional fees incurred in connection with the Company's strategic restructuring and the divestiture of telecommunications assets.

We had a decrease in selling, general and administrative expense of $109,138, or 51%, for the three months ended April 30, 2026 compared to the three months ended April 30, 2025. The decrease was driven primarily by a decrease in professional fees of $113,037, partially offset by a $3,513 increase in corporate and IT expenses.

We recorded depreciation and amortization expense of $31,071 and $169,023 during the three months ended April 30, 2026 and 2025, respectively. Our depreciation and amortization expense for the three months ended April 30, 2026 was composed of amortization of the software asset of $30,941 and depreciation of property and equipment of $130. Our depreciation and amortization expense for the three months ended April 30, 2025 was composed primarily of amortization of the customer contract asset of $168,893 and depreciation of property and equipment of $130.

		April 30, 2026			April 30, 2025			$ Change			% Change
Other income (expense)
Interest expense	$	(5,150	)	$	(655	)	$	(4,495	)		686%
Gain (loss) on change in fair value of warrant liability		44,444			(3,480	)		47,924			(1,377)%
Total other income (expense)	$	39,294		$	(4,135	)	$	43,429			(1,050)%

During the three months ended April 30, 2026, we recorded total other income of $39,294 primarily consisting of interest expense of $5,150 and the gain from change in fair value of warrant liability of $44,444. During the three months ended April 30, 2025 we incurred total other expense of $4,135 consisting primarily of the loss on change in fair value of warrant liability of $3,480, and interest expense of $655.

During the three months ended April 30, 2026, we recorded a net loss from continuing operations of $95,491, compared to a net loss from continuing operations of $386,010 for the three months ended April 30, 2025. The decrease of $290,519, or approximately 75%, was primarily due to lower depreciation and amortization expense following the full impairment of our customer contract intangible asset during the year ended July 31, 2025, lower selling, general and administrative expense, and a non-cash gain on the change in fair value of warrant liability in the current period compared to a loss in the prior-year period.

For the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025

		April 30, 2026			April 30, 2025			$ Change			% Change
Cost of sales		-			-			-			0.00%
Selling, general and administrative expenses		345,945			576,339			(230,394	)		(40)%
Depreciation and amortization expense		93,221			508,697			(415,476	)		(82)%
Total operating expenses	$	439,166		$	1,085,036		$	(645,870	)		(60)%

We did not generate any revenues from continuing operations for the nine months ended April 30, 2026 and 2025.

During the nine months ended April 30, 2026, we incurred total operating expenses of $439,166 compared with $1,085,036, a decrease of approximately $645,870 or 60%, for the comparable period ended April 30, 2025. The decrease was driven primarily by lower depreciation and amortization expense of $415,476, or 82%, resulting from the full impairment of our customer contract intangible asset during the year ended July 31, 2025, which eliminated the related amortization in the current period. Selling, general and administrative expense also decreased by $230,394, or 40%, due primarily to a decrease in professional fees of $190,122 and a decrease in corporate and IT expense of $40,272.

We recorded depreciation and amortization expense of $93,221 and $508,697 during the nine months ended April 30, 2026 and 2025, respectively. Our depreciation and amortization expense for the nine months ended April 30, 2026 was composed of amortization of the software asset of $92,821 and depreciation of property and equipment of $400. Our depreciation and amortization expense for the nine months ended April 30, 2025 was composed primarily of amortization of the customer contract asset of $506,677 and depreciation of property and equipment of $2,020.

		For the nine months ended April 30,
		2026			2025			$ Change			% Change
Other income (expense)		-			-			-			0.00%
Interest expense		(11,539	)		(807	)		(10,732	)		1,330%
Warranty adjustment to fair value		53,459			7,320			46,139			(630)%
Total other income (expense)	$	41,920		$	6,513		$	35,407			544%

During the nine months ended April 30, 2026, we recorded total other income of $41,920, primarily consisting of a gain on the change in fair value of the warrant liability of $53,459, partially offset by interest expense of $11,539. During the nine months ended April 30, 2025, we recorded total other income of $6,513, consisting primarily of a gain on change in fair value of warrant liability of $7,320, partially offset by interest expense of $807.

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 April 30, 2026, we had $17,459 in cash compared to $18,054 at July 31, 2025, a decrease of $595.

As of April 30, 2026, we had total current assets of $17,459 and total current liabilities of $685,843, or negative working capital of $668,384, 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 $189,975, primarily driven by reductions in current liabilities. Accounts payable and accrued expenses decreased by $76,561, reflecting the settlement of outstanding obligations during the period. In addition, $61,800 of related-party convertible notes payable was forgiven as a capital contribution, reducing current liabilities, while warrant liabilities decreased by $53,459 due primarily to a decline in fair value of the warrant liability.

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.

See the analysis below of the cash flow statement for further details pertaining to liquidity.

		For the nine months ended April 30,
		2026			2025			$ Change
Net cash provided by (used in) operating activities - continuing operations	$	(432,795	)	$	(711,183	)	$	278,388
Net cash provided by investing activities - continuing operations		-			-			-
Net cash provided by financing activities - continuing operations		432,200			704,806			(272,606	)
Net cash provided by (used in) operations - discontinued operations		-			1,636,826			1,636,826
Net cash used in investing activities - discontinued operations		-			(1,691,958	)		(1,691,958	)
Net cash provided by (used in) financing activities - discontinued operations		-			14,080			(14,080	)
Net increase (decrease) in cash and cash equivalents	$	(595	)	$	(47,429	)	$	(46,834	)

Changes in Cash Flows from Continuing Operating Activities

During the nine months ended April 30, 2026, cash used in operating activities was $432,795. The cash used in operating activities was primarily the result of the net loss from continuing operations of $397,246, a non-cash gain on the change in fair value of warrant liability of $53,459, and a decrease in accounts payable and accrued expenses of $76,561, partially offset by non-cash amortization expense of $92,821. During the nine months ended April 30, 2025, cash used in operating activities was $711,183, consisting primarily of the net loss from continuing operations of $1,078,523 and a decrease in accounts payable and accrued expenses of $129,037, partially offset by non-cash amortization expense of $506,677.

Changes in Cash Flows from Continuing Investing Activities

There were no investing activities during the nine months ended April 30, 2026 and 2025.

Changes in Cash Flows from Continuing Financing Activities

During the nine months ended April 30, 2026, cash provided by financing activities was $432,200, consisting entirely of proceeds from related party convertible notes. During the nine months ended April 30, 2025, cash provided by financing activities was $704,806, consisting of proceeds from related party convertible notes of $1,386,806, partially offset by the repayment of convertible notes payable of $682,000.

Going Concern

For the nine months ended April 30, 2026, the Company incurred a net loss from continuing operations of $397,246, cash used in operating activities of $432,795, and $0 of revenue generated from continuing operations. As of April 30, 2026, the Company had a working capital deficiency of $668,384. As of April 30, 2026, 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 Black-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 and was fully impaired by July 31, 2025. As a result, the Company recognized an impairment of $1,888,242 in 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.