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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April~~ October 3031, 2025

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from:

Commission File Number 000-1539680

HAMMER ~~FIBER~~TECHNOLOGY ~~OPTICS~~ HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-1032170
(State of incorporation)		(I.R.S. Employer Identification No.)

6151 Lake Osprey Drive, Sarasota, FL 34240

(Address of principal executive offices)

941-306-3019

(Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Class	Trading Symbol	Name of Each Exchange
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

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 [X ] No [ X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of "large accelerated filer," "accelerated filer," ~~and~~ "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[ ]	Non-Accelerated Filer	[X]
Accelerated Filer	[ ]	Smaller Reporting Company	[X]
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of ~~June~~December 1315, 2025, there were 73,310,489 shares of the registrant's ~~had~~$0.001 par value common stock issued and 69,057,154 shares ~~of commons stock~~ outstanding.

HAMMER TECHNOLOGY HOLDINGS CORP.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
PART I - FINANCIAL INFORMATION
ITEM 1.	~~FINANCIAL~~Financial ~~STATEMENTS~~Statements	31
ITEM 2.	~~MANAGEMENT~~Management'Ss ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis OFof ~~FINANCIAL~~Financial ~~CONDITION~~Condition ~~AND~~and ~~RESULTS~~Results OFof ~~OPERATIONS~~Operations	2418
ITEM 3.	~~QUANTITATIVE~~Quantitative ~~AND~~and ~~QUALITATIVE~~Qualitative ~~DISCLOSURES~~Disclosures ~~ABOUT~~About ~~MARKET~~Market ~~RISK~~Risk	2722
ITEM 4.	~~MINE~~Mine ~~SAFETY~~Safety ~~DISCLOSURES~~Disclosures	2822
ITEM 5.	~~CONTROLS~~Controls ~~AND~~and ~~PROCEDURES~~Procedures	2822
PART II. OTHER INFORMATION
PART II - OTHER INFORMATION
ITEM 1.	~~LEGAL~~Legal ~~PROCEEDINGS~~Proceedings	2923
ITEM 1A.	~~RISK~~Risk ~~FACTORS~~Factors	2923
ITEM 2.	~~UNREGISTERED~~Unregistered ~~SALES~~Sales OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities ~~AND~~and ~~USE~~Use OFof ~~PROCEEDS~~Proceeds	2923
ITEM 3.	~~DEFAULTS~~Defaults ~~UPON~~Upon ~~SENIOR~~Senior ~~SECURITIES~~Securities	2923
ITEM 4.	~~MINE~~Mine ~~SAFETY~~Safety ~~DISCLOSURES~~Disclosure	2923
ITEM 5.	~~OTHER~~Other ~~INFORMATION~~Information	2923
ITEM 6.	~~EXHIBITS~~Exhibits	3023
SIGNATURES	~~SIGNATURES~~	3124

2PART I - FINANCIAL INFORMATION

~~Hammer~~ITEM ~~Fiber~~1. ~~Optics~~FINANCIAL ~~Holdings Corp.~~STATEMENTS

~~Condensed~~The ~~Consolidated~~following ~~Balance~~unaudited ~~Sheets~~interim financial statements of Hammer Technology Holdings Corp. and Subsidiaries (referred to herein as the "Company," "we," "us" or "our") are included in this Quarterly Report on Form 10-Q (the "Quarterly Report").

		April 30,			July 31,
		2025			2024
		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	26,704		$	-
Prepaid expenses		5,360			360
Current assets from discontinued operations		-			205,906
Total current assets		32,064			206,266
Property and equipment, net		655			2,675
Intangible assets, net		2,272,844			2,779,520
Noncurrent assets from discontinued operations		-			48,368
Total assets	$	2,305,563		$	3,036,829
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	65,820		$	194,858
Loans payable		24,253			24,253
Convertible notes payable		-			682,000
Convertible notes payable - related parties		2,692,600			1,305,793
Warrant liabilities		10,680			18,000
Current liabilities from discontinued operations		544,533			1,773,242
Total current liabilities		3,337,886			3,998,146
Total Liabilities	$	3,337,886		$	3,998,146
Commitments and contingencies (note 13)
Stockholders' Equity (Deficit)
Treasury stock (4,253,335 and 1,753,335 common shares at April 30, 2025 and July 31, 2024, respectively)	$	(625,000	)	$	-
Common stock, $0.001 par value, 250,000,000 shares authorized; 63,155,947 and 63,155,947 shares issued at April 30, 2025 and July 31, 2024, respectively and 58,902,612 and 61,402,612 shares outstanding at April 30, 2025 and July 31, 2024, respectively		63,156			63,156
Additional paid-in capital		28,007,940			28,007,940
Accumulated deficit		(28,478,419	)		(29,032,413	)
Total Stockholders' Equity (Deficit)		(1,033,323	)		(961,317	)
Total Liabilities and Stockholders' Equity (Deficit)	$	2,305,563		$	3,036,829

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the "SEC"), In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

~~The~~INDEX ~~accompanying~~TO ~~notes~~FINANCIAL ~~are an integral part of these condensed consolidated financial statements.~~STATEMENTS

		Page
CONTENTS

Unaudited Condensed Consolidated Balance Sheets		2

Unaudited Condensed Consolidated Statements of Operations		3

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)		4

Unaudited Condensed Consolidated Statements of Cash Flows		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

~~Hammer Fiber Optics Holdings Corp~~1

~~Condensed~~HAMMER ~~Consolidated~~TECHNOLOGY ~~Statements~~HOLDINGS ofCORP.CONDENSED ~~Operations~~CONSOLIDATED BALANCE SHEETS

(Unaudited)

		October 31,			July 31,
		2025			2025
		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	40,828		$	18,054
Prepaid expenses		-			1,250
Total current assets		40,828			19,304

Property and equipment, net		385			520
Intangible assets, net		184,769			215,710

Total assets	$	225,982		$	235,534


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	132,000		$	184,077
Loans payable		24,253			24,253
Convertible notes payable - related parties		-			61,800
Warrant liabilities		44,400			63,000
Current liabilities from discontinued operations		544,533			544,533
Total current liabilities		745,186			877,663

Convertible notes payable, noncurrent - related parties		295,946			85,946

Total liabilities		1,041,132			963,609

Commitments and contingencies (Note 9)

Stockholders' Deficit
Common stock, $0.001 par value, 250,000,000 shares authorized 73,310,489 shares issued, and 69,057,154 shares outstanding at October 31, 2025 and July 31, 2025		73,311			73,311
Treasury stock (4,253,335 shares held at October 31, 2025 and July 31, 2025)		(625,000	)		(625,000	)
Additional paid-in capital		31,715,220			31,653,420
Accumulated deficit		(31,978,681	)		(31,829,806	)
Total Stockholder's Deficit		(815,150	)		(728,075	)

Total Liabilities and Stockholders' Deficit	$	225,982		$	235,534

	For the Three Months Ended						For the Nine Months Ended
	April 30,						April 30,
	2025			2024			2025			2024
				(as restated)						(as restated)
Revenues	$	-		$	420		$	-		$	420
Operating expenses
Selling, general and administrative expenses		212,852			257,251			576,339			579,841
Depreciation and amortization expense		169,023			168,298			508,697			504,894
Total operating expenses		381,875			425,549			1,085,036			1,084,735
Operating loss		(381,875	)		(425,129	)		(1,085,036	)		(1,084,315	)
Other expenses
Interest expense		(655	)		(21,756	)		(807	)		(62,061	)
Financing expense		-			(164,525	)		-			(164,525	)
Gain (loss) on change in fair value of warrant liability		(3,480	)		(29,250	)		7,320			47,250
Total other income (expenses)		(4,135	)		(215,531	)		6,513			(179,336	)
Net loss from continuing operations before income taxes		(386,010	)		(640,660	)		(1,078,523	)		(1,263,651	)
Provision for income taxes		-			-			-			-
Net loss from continuing operations		(386,010	)		(640,660	)		(1,078,523	)		(1,263,651	)
Net (loss) income from discontinued operations, after taxes
Net income (loss) from discontinued operations		-			(32,105	)		(23,264	)		177,096
Gain on disposal of subsidiaries		-			-			1,655,781			-
Total net (loss) income from discontinued operations, after taxes		-			(32,105	)		1,632,517			177,096
Net income (loss)	$	(386,010	)	$	(672,765	)	$	553,994		$	(1,086,555	)
Net loss from continuing operations per share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Net (loss) income from discontinued operations per share, basic		(0.00	)		(0.00	)		0.03			0.00
Net (loss) income from discontinued operations per share, diluted		(0.00	)		(0.00	)		0.01			0.00
Total net income (loss) per share, basic		(0.01	)		(0.00	)		0.01			(0.02	)
Total net income (loss) per share, diluted	$	(0.01	)	$	(0.01	)	$	0.00		$	(0.02	)
Weighted average number of common shares outstanding, basic		58,902,612			63,155,947			59,754,260			62,078,537
Weighted average number of common shares outstanding, diluted		58,902,612			63,155,947			121,945,838			65,315,874

See accompanying notes to the unaudited condensed consolidated financial statements.

~~The~~HAMMER ~~accompanying~~TECHNOLOGY ~~notes~~HOLDINGS ~~are~~CORP.UNAUDITED anCONDENSED ~~integral~~CONSOLIDATED ~~part~~STATEMENTS ofOF ~~these condensed consolidated financial statements.~~OPERATIONS(UNAUDITED)

		For the Three Months Ended
		October 31,
		2025			2024
Operating expenses
Selling, general and administrative expenses	$	134,032		$	186,559
Depreciation and amortization expense		31,075			169,027
Total operating expenses		165,107			355,586

Loss from operations		(165,107	)		(355,586	)

Other income (expense)
Interest expense		(2,368	)		(152	)
Gain (loss) on change in fair value of warrant liability		18,600			(56,937	)
Total other income (expense)		16,232			(57,089	)

Net loss from continuing operations before income taxes		(148,875	)		(412,675	)
Provision for income taxes		-			-
Net loss from continuing operations		(148,875	)		(412,675	)

Net loss from discontinued operations, after taxes
Net loss from discontinued operations		-			(23,264	)
Total net loss from discontinued operations, after taxes		-			(23,264	)

Net loss	$	(148,875	)	$	(435,969	)

Net loss from continuing operations per share, basic and diluted	$	(0.00	)	$	(0.01	)
Net loss from discontinued operations per share, basic and diluted	$	0.00		$	(0.00	)
Total net loss per share, basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding - basic and diluted		73,310,489			63,155,947

~~Hammer~~See ~~Fiber~~accompanying ~~Optics~~notes ~~Holdings~~to ~~Corp~~the unaudited condensed consolidated financial statements. 3

~~Condensed~~HAMMER ~~Consolidated~~TECHNOLOGY ~~Statement~~HOLDINGS ofCORP.UNAUDITED ~~Changes~~CONDENSED inCONSOLIDATED ~~Stockholders'~~STATEMENT ~~Equity~~OF CHANGES IN STOCKHOLDERS’ EQUITY (~~Deficit~~DEFICIT)(UNAUDITED)

(Unaudited)

									Additional					Total
	Common Stock			Treasury Stock					Paid-in		Accumulated			Stockholders'
	Shares		Amount	Shares		Amount			Capital		Deficit			Deficit

Balance, July 31, 2024	63,155,947	$	63,156	1,753,335	$	-		$	28,007,940	$	(29,032,413	)	$	(961,317	)
Net loss	-		-	-		-			-		(435,969	)		(435,939	)
Balance, October 31, 2024	63,155,947	$	63,156	1,753,335	$	-		$	28,007,940	$	(29,468,352	)	$	(1,397,256	)

Balance, July 31, 2025	73,310,489		73,311	4,253,335		(625,000	)		31,653,420		(31,829,806	)		(728,075	)
Capital contribution due to related party debt forgiveness	-		-	-		-			61,800		-			61,800
Net loss	-		-	-		-			-		(148,875	)		(148,875	)
Balance, October 31, 2025	73,310,489	$	73,311	4,253,335	$	(625,000	)	$	31,715,220	$	(31,978,681	)	$	(815,150	)

								Additional					Total
	Common Stock			Treasury Stock				Paid-in		Accumulated			Stockholders'
	Shares	Amount		Shares	Amount			Capital		Deficit			Equity (Deficit)
Balance, July 31, 2023	62,205,947	$	62,206	1,753,335	$	-		$	27,808,440	$	(27,799,400	)	$	71,246
Commitment shares issued	475,000		475	-		-			105,450		-			105,925
Net loss	-		-	-		-			-		(258,156	)		(258,156	)
Balance, October 31, 2023	62,680,947	$	62,681	1,753,335	$	-		$	27,913,890	$	(28,057,556	)	$	(80,985	)
Net loss						-					(155,634	)		(155,634	)
Balance, January 31, 2024	62,680,947	$	62,681	1,753,335	$	-		$	27,913,890	$	(28,213,190	)	$	(236,619	)
Net loss											(672,765	)		(672,765	)
Balance, April 30, 2024	62,680,947	$	62,681	1,753,335		-		$	27,913,890		(28,885,955	)		(909,384	)
Balance, July 31, 2024	63,155,947	$	63,156	1,753,335	$	-		$	28,007,940	$	(29,032,413	)	$	(961,317	)
Net loss	-		-	-		-			-		(435,939	)		(435,939	)
Balance, October 31, 2024	63,155,947	$	63,156	1,753,335	$	-		$	28,007,940	$	(29,468,352	)	$	(1,397,256	)
Treasury stock from Viper sale	-		-	2,500,000		(625,000	)		-		-			(625,000	)
Net income	-		-	-		-			-		1,375,943			1,375,943
Balance, January 31, 2025	63,155,947	$	63,156	4,253,335	$	(625,000	)	$	28,007,940	$	(28,092,409	)	$	(646,313	)
Net loss											(386,010	)		(386,010	)
Balance, April 30, 2025	63,155,947	$	63,156	4,253,335	$	(625,000	)	$	28,007,940	$	(28,478,419	)	$	(1,032,323	)

See accompanying notes to the unaudited condensed consolidated financial statements.

~~The~~HAMMER ~~accompanying~~TECHNOLOGY ~~notes~~HOLDINGS ~~are~~CORP.UNAUDITED anCONDENSED ~~integral~~CONSOLIDATED ~~part~~STATEMENTS ofOF ~~these~~CASH ~~condensed consolidated financial statements.~~FLOWS(UNAUDITED)

		For the Three Months Ended October 31,
		2025			2024

Cash flows from operating activities:
Net loss from continuing operations	$	(148,875	)	$	(412,675	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		135			135
Amortization		30,940			168,892
Change in fair value of warrant liability		(18,600	)		56,937
Changes in operating assets and liabilities:
Prepaid expenses		1,250			(5,000	)
Accounts payable and accrued expenses		(52,076	)		(129,126	)
Net cash used in operating activities:	$	(187,226	)	$	(320,837	)

Cash flows from investing activities:
Net cash used in investing activities:	$	-		$	-

Cash flows from financing activities:
Proceeds from related party convertible notes		210,000			995,806
Repayment of notes payable		-			(682,000	)
Net cash provided by financing activities:	$	210,000		$	313,806

Cash flows from discontinued operations:
Cash used in operating activities - discontinued operations		-			(18,954	)
Cash used in investing activities - discontinued operations		-			(1,449	)
Cash provided by financing activities - discontinued operations		-			14,080
Net cash used in discontinued operations:	$	-		$	(6,323	)

Net increase (decrease) in cash and cash equivalents		22,774			(13,354	)

Cash and cash equivalents from continuing operations - beginning of period		18,054			-
Cash and cash equivalents from discontinued operations - beginning of period		-			74,133
Cash and cash equivalents at beginning of period	$	18,054		$	74,133

Cash and cash equivalents from continuing operations - end of period		40,828			26,052
Cash and cash equivalents from discontinued operations - end of period		-			34,727
Cash and cash equivalents at end of period	$	40,828		$	60,779

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:
Interest	$	-		$	-
Income Tax	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capital contribution due to related party debt forgiveness	$	61,800		$	-

~~Hammer~~See ~~Fiber~~accompanying ~~Optics~~notes ~~Holdings~~to ~~Corp~~the unaudited condensed consolidated financial statements. 5

~~Condensed~~HAMMER ~~Consolidated~~TECHNOLOGY ~~Statements~~HOLDINGS ofCORP.NOTES ~~Cash~~TO ~~Flows~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSOCTOBER 31, 2025(Unaudited)

(Unaudited)

	For the Nine Months Ended April 30,
	2025			2024
					(as restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	553,994		$	(1,086,555	)
Net income from discontinued operations		1,632,517			177,096
Net loss from continuing operations		(1,078,523	)		(1,263,651	)
Adjustments to Reconcile Net loss to Net Cash Used in Operating Activities:
Depreciation		2,020			-
Amortization		506,677			504,894
Non-cash interest expense		-			164,525
Gain on change in fair value of warrant liability		(7,320	)		(47,250	)
Changes in assets and liabilities:
Prepaid expenses		(5,000	)		7,620
Accounts payable and accrued expenses		(129,038	)		1,036,162
Net cash provided by (used in) operating activities:	$	921,333		$	579,396
CASH FLOWS FROM INVESTING ACTIVITIES:
Software costs capitalized as intangible asset		-			(33,031	)
Net cash used in investing activities:	$	-		$	(33,031	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party convertible notes		1,386,806			633,992
Repayment of convertible notes payable		(682,000	)		-
Net cash provided by financing activities:	$	704,806		$	633,992
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Cash provided by (used in) operations - discontinued operations		4,310			(1,193,964	)
Cash used in investing activities - discontinued operations		(1,691,958	)		(15,318	)
Cash provided by (used in) financing activities - discontinued operations		14,080			52,441
Net cash used in discontinued operations:	$	(1,673,568	)	$	(1,156,841	)
NET (DECREASE) INCREASE IN CASH		(47,429	)		23,516
CASH FROM CONTINUING OPERATIONS - BEGINNING OF PERIOD		-			18,912
CASH FROM DISCONTINUED OPERATIONS - BEGINNING OF PERIOD		74,133			47,776
CASH AT BEGINNING OF PERIOD	$	74,133		$	66,688
CASH FROM CONTINUING OPERATIONS - END OF PERIOD		26,704			32,889
CASH FROM DISCONTINUED OPERATIONS - END OF PERIOD		-			57,315
CASH AT END OF PERIOD	$	26,704		$	90,204
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest	$	109,545		$	-
Income Tax	$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Commitment shares issued	$	-		$	105,925

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2025 AND 2024 (Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer ~~Fiber~~Technology ~~Optics~~ Holdings Corp. (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure. Hammer ~~Fiber~~Technology ~~Optics~~ 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~~LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. in exchange for returning 2,500,000 (2.5 Million) shares of the Company's common stock held by Viper. The transaction 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.

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 ~~unaudited condensed~~ consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("~~GAAP") for interim financial information and with the instructions to Rule 8-03 of Regulation~~ U.S-X. ~~Accordingly, they do not include all the information and notes for complete financial statements. In the opinion of management, all adjustments (consistent of normal recurring accruals and adjustments~~GAAP") ~~considered necessary for a fair presentation of the consolidated financial statements have been included~~. Results for the interim periods should not be considered indicative of results to be expected for a full year. Reference should be made to the consolidated financial statements and related notes thereto contained in our Form 10-K for the year ended July 31, 2024.

Principles of Consolidation

Hammer Technology Holdings Corp. is the parent company and sole shareholder of HammerPay [USA], Ltd. The financial statements for Hammer Technology Holdings Corp. and its wholly-owned subsidiary are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Its subsidiaries Hammer Fiber Optics Investments, Ltd., Hammer Wireless - SL, Ltd and its former subsidiary Open Data Centers, LLC are discontinued and are considered discontinued operations.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of intangible assets and the valuation of warrant liabilities.

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the three months ended October 31, 2025 the Company incurred a net loss from continuing operations of $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. 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 for the one year period following the issuance date of these 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 raise financing from third parties. No assurance can be given that the Company will be successful in these efforts. Management's plans are not expected to alleviate the substantial doubt about the Company's ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company continues to actively address this condition by seeking to raise additional funding through debt and equity financing until such time that ongoing revenues can sustain the business. The Company is also pursuing strategies to increase the amount of revenue generated, reduce the costs incurred, and to reduce the Company's outstanding liabilities.

Segment Reporting

The Company adopted ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures as of August 1, 2024. The Company operates in one operating segment, and therefore one reportable segment, focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world. The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The CODM manages the Company's business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net loss from continuing operations to allocate resources and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

Cash and cash equivalents

Cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. The Company monitors the cash balances held in its bank accounts, and as of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025, the Company did not have any cash balances which exceeded the insured amounts.

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

Property and equipment

Property and equipment is stated at cost. Depreciation is computed primarily using the straight-line 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 ~~condensed~~ 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	~~Estimated UsefulLife~~
Computer and telecom equipment		5 Years	~~5 Years~~

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 ~~April~~October 3031, 2025 and July 31, ~~2024~~2025, respectively.

Impairment of long-lived assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company ~~has~~did not ~~recognized~~recognize any ~~related~~ impairment losses during the ~~nine~~three months ended ~~April~~October 3031, 2025 and 2024.

~~Intangible assets~~7

~~The~~HAMMER ~~Company's~~TECHNOLOGY ~~intangible~~HOLDINGS ~~assets with finite lives, including customer lists and internal-use software, are amortized over their estimated useful lives~~CORP.NOTES ~~The~~TO ~~Company~~UNAUDITED ~~assess~~CONDENSED ~~all~~CONSOLIDATED ~~amortizable~~FINANCIAL ~~intangible~~STATEMENTSOCTOBER ~~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~~31, 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.2025(Unaudited)

~~The~~Intangible ~~Company did not recognize any intangible asset impairment charges during the nine months ended April 30, 2025 or 2024.~~Assets

AsThe ofCompany's ~~April~~intangible 30assets with finite lives, ~~2025~~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 ~~had~~evaluates arecoverability ~~total~~by comparing the carrying amount of $2the asset group to its anticipated net undiscounted cash flows. Should these cash flows be less than the carrying amount,~~272~~ the Company proceeds to determine the asset's fair value and record any necessary impairment. Each year,~~844~~ the Company also re-evaluates the useful life of ~~net~~these intangible assets ~~with~~to ~~finite~~decide if adjustments to their remaining useful lives, ~~which~~are ~~consisted~~warranted ofbased ~~customer~~on ~~contracts~~current ofevents ~~$2,026,194~~ and ~~internal-use~~conditions ~~software~~(Note in5 ~~the~~- ~~aggregate~~Intangible ~~of $246~~Assets,~~650~~ Net).

~~As of July 31, 2024, the Company had a total of $2,779,520 of net intangible assets with finite useful lives, which consisted of customer contracts of $2,440,050 and internal~~Internal-~~use~~Use ~~software in the aggregate of $339,470.~~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 ~~April~~October 3031, 2025, and July 31, ~~2024~~2025, the Company did not have any leases with terms greater than 12 months. The Company does currently hold a month-to-month tenancy agreements for office space costing less than $2,000 per month.

Revenue recognition

The Company accounts for revenues under ~~Accounting~~ASC ~~Standards Update (ASU) 2014-09~~606, "Revenue from Contracts with Customers" (Topic 606)~~, which we adopted on August 1, 2018, using the modified retrospective approach~~. This standard ~~update, along with related subsequently issued updates,~~ 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.

8At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, credit losses, and other allowances based on its historical experience. The Company did not generate any revenues for the three months ended October 31, 2025 or 2024.

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

At contract inception, once the contract is determined to be within the scope of Topic 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, bad debts, and other allowances based on its historical experience.

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 ~~April~~October 3031, 2025, and July 31, ~~2024~~2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants liability was estimated using a Black-Scholes model.

Convertible Notes

The Company evaluates its convertible notes to determine if those convertible notes or embedded components of those contracts qualify as derivative liabilities, to be separately accounted for in accordance with ASC 815 "Derivatives and Hedging" ("ASC 815"). Further, the Company evaluates its convertible notes in accordance with ASC 480 "Distinguishing Liabilities from Equity" ("ASC 480") for classification as a liability or as equity. This assessment, which requires the use of professional judgment, is conducted at the time of the instrument's issuance, and as of each subsequent balance sheet date while the instruments are outstanding.

Treasury Stock

The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock. Repurchases are reflected as reductions of stockholders equity at cost. Treasury stock is not considered outstanding and is excluded from the calculation of basic and diluted weighted average shares outstanding (Note 8 - Stockholders' Equity).

Basic and diluted income (loss) per share

Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the conversion of the convertible notes, as applicable. The Company calculates dilutive potential common shares for convertible securities using the as-if-converted method, which assumes the convertible securities will be converted as of the beginning of the period or the issuance date if later. The Company also calculates dilutive potential common shares using the treasury stock method for options and warrants.

The following potentially dilutive securities have been excluded from computations of dilutive weighted average shares outstanding as they would be anti-dilutive:

	October 31, 2025	October 31, 2024
Warrants	300,000	300,000
Convertible Notes – Related Parties	-	12,529,495
Convertible Notes	2,666,180	-
Total	2,966,180	12,829,495

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:

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.

Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability. Financial assets and liabilities (including warrants) approximate fair value.

All financial assets and liabilities approximate their fair value. Warrants liabilities are valued at Level 3.

			Fair Value Measurements at October 31, 2025 using:
		October 31, 2025	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)

Warrant Liabilities	$	44,400	-	-	44,400

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

			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	$	63,000	-	-	63,000

Fair Value Measurements

			Fair Value Measurements at April 30, 2025using:
	April 30,2025			Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)	SignificantOtherObservableInputs(Level 2)	SignificantUnobservableInputs(Level 3)
Liabilities	$	-		-	-		-
Warrant Liabilities	$	10,680		-	-		10,680

			Fair Value Measurements at July 31, 2024 using:
	July 31,2024			Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)	SignificantOtherObservableInputs(Level 2)	SignificantUnobservableInputs(Level 3)
Liabilities	$	-		-	-		-
Warrant Liabilities	$	18,000		-	-		18,000

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 ~~April~~October 3031, 2025 and July 31, ~~2024~~2025:

	April 30, 2025			July 31, 2024
		As of
Beginning Balance	$	18,000		$	195,750
		October 31, 2025			July 31, 2025
Change in fair value of warrant liabilities		(7,320	)		(177,750	)
Beginning Balance	$	63,000		$	18,000
Ending Balance	$	10,680		$	18,000
Change in fair value of warrant liabilities		(18,600	)		45,000
Ending Balance	$	44,400		$	63,000

The ~~table~~ below table shows the Black-Scholes option-pricing model inputs used by the Company to value the ~~warrant~~derivative liability at each measurement date:

	April 30, 2025	July 31, 2024
	October 31, 2025	July 31, 2025
Stock Price	$0.0415	$0.0421
Risk-free interest rates	3.7271%	43.1096%
Expected life (in years)	1.~~78 - 1.80~~29	21.5355
Expected volatility	~~1,032~~859% ~~- 1,038%~~	~~868~~1,228%
Dividend yield	0%	0%

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. Open Data Centers, LLC was dissolved on December 30, 2020.

Recently Issued Accounting Pronouncements

In November ~~2023~~2024, the FASB issued ~~Accounting Standard Update ("~~ASU") ~~2023~~2024-0703, ~~Segment~~Disaggregation ~~Reporting~~of ~~(Topic~~Income ~~280)~~Statement ~~- Improvements to Reportable Segment Disclosures ("ASU 2023-07")~~Expenses. ~~ASU~~This ~~2023-07~~guidance requires aentities ~~public entity~~ to disclose ~~significant~~more ~~segment~~detailed ~~expenses~~information ~~and~~about ~~other~~the ~~segment~~types ~~items~~of onexpenses, anincluding ~~annual~~purchases ~~and~~of ~~interim~~inventory, ~~basis~~employee ~~and~~compensation, ~~provide~~depreciation, inamortization, ~~interim~~and ~~periods~~depletion ~~all~~in ~~disclosures~~commonly ~~about~~presented aexpense ~~reportable~~captions ~~segment's~~such ~~profit~~as orcost ~~loss~~of sales and ~~assets~~selling, ~~that~~general ~~are~~and ~~currently~~administrative ~~required annually~~expenses. ~~Additionally,~~Such itguidance ~~requires~~is aeffective ~~public~~for ~~entity~~annual toreporting ~~disclose~~periods ~~the~~beginning ~~title~~after ~~and~~December ~~position~~15, of2026, ~~the~~and ~~Chief~~interim ~~Operating~~reporting ~~Decision~~periods ~~Maker~~beginning ~~("CODM").~~after ~~ASU~~December ~~2023-07~~15, ~~does~~2027, ~~not~~although ~~change~~early ~~how~~adoption ais ~~public~~permitted. ~~entity~~This ~~identifies~~guidance ~~its~~should ~~operating~~be ~~segments,~~applied ~~aggregates~~either ~~them,~~prospectively ~~or applies the quantitative thresholds~~ to ~~determine~~financial ~~its~~statements ~~reportable~~issued ~~segments.~~for ~~ASU~~reporting ~~2023-07~~periods isafter the effective ~~for~~date ~~fiscal~~of ~~years~~this ~~beginning~~ASU ~~after~~or ~~December~~retrospectively ~~15,~~to ~~2023,~~any ~~and~~or ~~interim~~all prior periods ~~within~~presented ~~fiscal~~in ~~years~~the ~~beginning~~financial ~~after December 15, 2024~~statements. The Company is currently evaluating the impact of adopting this ASU ~~on our disclosures~~.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the guidance on capitalizing costs for internal-use software by eliminating predefined development stages and introducing a principles-based approach focused on probable completion and use. The standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

HAMMER ~~FIBER~~TECHNOLOGY ~~OPTICS~~ HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSAPRIL~~STATEMENTSOCTOBER 3031, 2025 ~~AND 2024~~(Unaudited)

InNOTE ~~November~~3 ~~2024, the FASB issued ASU 2024~~-~~03,~~ ~~Disaggregation~~DISCONTINUED 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.OPERATIONS

~~Recently~~The ~~Adopted~~Company ~~Accounting~~accounts ~~Pronouncements~~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.

InOn August ~~2020~~7, 2024, the ~~FASB~~Company ~~issued~~authorized ~~ASU~~and ~~2020-06,~~executed ~~"Debt~~a -Purchase ~~Debt~~Agreement with ~~Conversion~~Viper ~~and~~to ~~Other~~sell ~~Options~~the Company's telecommunications assets to Viper (~~Subtopic~~the ~~470-20~~"Viper Sale"). The assets include 1st Point Communications LCC, and ~~Derivatives~~all its subsidiaries, Endstream Communications LLC, American Networks Inc., and ~~Hedging~~a -10% ~~Contracts~~ownership interest in ~~Entity's~~Wikibuli ~~Own~~Inc. ~~Equity~~As ~~(Subtopic~~consideration ~~815-40)".~~for ~~This~~the ~~ASU~~Viper ~~reduces~~Sale the ~~number~~Company received back 2,500,000 shares of ~~accounting~~the ~~models~~Company's ~~for~~common ~~convertible~~stock. ~~debt~~The ~~instruments~~Viper ~~and~~Sale ~~convertible~~closed ~~preferred~~on ~~stock~~November 1, as2024. ~~well~~The asreturned ~~amend~~shares ~~the~~had ~~guidance~~a ~~for~~value ~~the~~of ~~derivatives~~$0.25 ~~scope~~per ~~exception~~share ~~for~~on ~~contracts~~November 1 2024 resulting in ana ~~entity's~~total ~~own~~consideration ~~equity~~value toof ~~reduce~~$625,000. ~~form~~The Viper Sale qualified for held-~~over~~for-~~substance-based~~sale accounting ~~conclusions.~~and Inrepresents ~~addition,~~a ~~this~~strategic ~~ASU~~shift ~~improves~~with ~~and~~a ~~amends~~major effect on the ~~related~~Company's ~~EPS~~operations ~~guidance~~and financial results. ~~The~~Following the Viper Sale, the Company ~~adopted~~has ~~this~~no ~~ASU~~significant oncontinuing ainvolvement ~~prospective~~in ~~basis~~the asoperations of ~~August~~Open 1Data Centers, ~~2023~~LLC, ~~and~~1st Point Communications, LLC, Endstream Communications LLC, American Networks Inc., or Wikibuli Inc. As a result, the ~~adoption~~telecommunication assets met the criteria for reporting as a discontinued operation. With the divestiture of ~~this~~the ~~guidance~~telecommunications ~~had~~assets, nothe ~~material~~Company ~~impact~~has begun to concentrate its efforts on fintech initiatives such as its mobile payments platform, instead of on telecommunication services. The financial results of the ~~condensed~~telecommunication assets are presented as loss from discontinued operations, after tax in the consolidated statement of operations. Discontinued operations are presented retrospectively in the financial statements.

~~NOTE~~The 3following -table ~~GOING~~represents ~~CONCERN~~the assets and liabilities of discontinued operations as of October 31, 2025 and July 31, 2025:

The accompanying condensed 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 nine months ended April 30, 2025 the Company incurred a net loss from continuing operations of $1,078,523, cash provided by operating activities of $921,333, and $0 of revenue generated from continuing operations. As of April 30, 2025 the Company had a working capital deficiency of $3,305,822. 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 for a period of one year from the issuance of these 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 raise financing from third parties. No assurance can be given that the Company will be successful in these efforts.

		October 31,		July 31,
		2025		2025
Current liabilities
Accounts payable and accrued expenses	$	544,533	$	544,533
Total current liabilities		544,533		544,533

Total liabilities - discontinued operations	$	544,533	$	544,533

The ~~consolidated~~following ~~financial~~table ~~statements~~represents ~~do not include any adjustments relating to~~ the ~~recoverability~~major ~~and~~components ~~classification~~ of ~~recorded asset amounts or~~ the ~~amounts~~financial ~~and~~results ~~classification~~ of ~~liabilities~~discontinued ~~that~~operations ~~might~~for ~~be necessary should~~ the ~~Company~~three bemonths ~~unable~~ended toOctober ~~continue~~31, as2025 aand ~~going concern.~~2024:

The Company intends to continue to address this condition by seeking to raise additional funding through debt or equity financing until such time that ongoing revenues can sustain the business.

		For the Three Months Ended,
		October 31,
		2025		2024

Revenues	$	-	$	1,233,567
Cost of sales		-		970,210
Gross profit		-		263,357

Operating expenses
Selling, general and administrative expenses		-		248,052
Depreciation and amortization expense		-		20,139
Total operating expenses		-		268,191

OPERATING LOSS		-		(4,834	)

Other income (expense)
Financing expense		-		(18,430	)
Total other income (expense)		-		(18,430	)

Net loss from discontinued operations before taxes		-		(23,264	)
Provision for income taxes		-		-
Net loss from discontinued operations, after taxes	$	-	$	(23,264	)

HAMMER ~~FIBER~~TECHNOLOGY ~~OPTICS~~ HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSAPRIL~~STATEMENTSOCTOBER 3031, 2025 ~~AND 2024~~(Unaudited)

NOTE 4 - ~~RESTATEMENT~~PROPERTY OFAND ~~PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~EQUIPMENT

~~Subsequent~~As ~~to the Company's filing~~ of ~~its~~October ~~Quarterly Report on Form 10-Q for the three and nine months ended April 30~~31, ~~2024,~~2025 ~~with the Securities~~ and ~~Exchange~~July ~~Commission on August 26~~31, ~~2024~~2025, ~~the~~property ~~Company performed an evaluation of its accounting in relation to intangible assets subject to amortization. Management determined that the Original~~ and ~~Amended~~equipment ~~Form~~consisted ~~10-Q do not give effect to certain expenses identified. Accordingly, the Company restates its condensed consolidated financial statements in this Form 10-Q as outlined further below. Upon review~~ of the ~~Company's previously filed 10-Q, the~~ following ~~errors were discovered and recorded~~:

1. Amortization expense associated with two intangible assets, software and customer contracts, had not been amortized in accordance with ASC 350-30-35. The Condensed Statement of Operations and the Condensed Statement of Cash Flows for the nine months ended April 30, 2024 have been updated to properly reflect the amortization expense of intangible assets. The Condensed Statement of Operations for the three months ended April 30, 2024 have been updated to properly reflect the amortization expense of intangible assets.

		October 31,			July 31,
		2025			2025		Life
Computer and telecom equipment	$	2,675		$	2,675		5 years
Less: Accumulated depreciation		(2,290	)		(2,155	)
Total	$	385		$	520

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported condensed consolidated statement of operations for the nine months ended April 30, 2024:

		April 30,								April 30,
		2024		Adjustments						2024
		(As Filed)								(As Restated)
Revenues	$	420		$	-				$	420
Cost of sales		-			-					-
Gross margin		420			-					420
Selling, general and administrative expenses		579,841			-					579,841
Amortization expense		-			504,894		(1	)		504,894
Total operating expenses		579,841			504,894					1,084,735
Operating loss		(579,421	)		(504,894	)				(1,084,315	)
Other income (expense)
Interest expense		(62,061	)		-					(62,061	)
Financing expenses		(164,525	)							(164,525	)
Warrant liability adjustment to fair value		47,250			-					47,250
Total other expenses		(179,336	)		-					(179,336	)
Net loss from continuing operations before income taxes	$	(758,757	)	$	(504,894	)			$	(1,263,651	)
Provision for income taxes		-			-					-
Net loss from continuing operations		(758,757	)		(504,894	)				(1,263,651	)
Net income from discontinued operations, after tax		177,096			-					177,096
Net income (loss)	$	(581,661	)	$	(504,894	)			$	(1,086,555	)

HAMMER ~~FIBER~~TECHNOLOGY ~~OPTICS~~ HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSAPRIL~~STATEMENTSOCTOBER 3031, 2025 ~~AND 2024~~(Unaudited)

The ~~following~~company ~~table~~regularly ~~sets~~reviews ~~forth~~property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the ~~effects~~carrying amount of the ~~adjustments~~asset may not be recoverable. Based on ~~affected~~management's ~~items~~assessment, ~~within~~there were no indicators of impairment of the Company's ~~previously~~property ~~reported~~and ~~condensed~~equipment ~~consolidated~~as ~~statement~~of October 31, 2025 and July 31, 2025, respectively. The Company recognized depreciation expense of ~~operations~~$135 and $135 for the three months ended ~~April~~October 3031, 2025 and 2024:, respectively.

		April 30,								April 30,
		2024		Adjustments						2024
		(As Filed)								(As Restated)
Revenues	$	420		$	-				$	420
Cost of sales		-			-					-
Gross margin		420			-					420
Selling, general and administrative expenses		257,251			-					257,251
Amortization expense		-			168,298		(1	)		168,298
Total operating expenses		257,251			168,298					425,549
Operating loss		(256,831	)		(168,298	)				(425,129	)
Other income (expense)
Interest expense		(21,756	)		-					(21,756	)
Financing expense		(164,525	)							(164,525	)
Warrant liability adjustment to fair value		(29,250	)		-					(29,250	)
Total other expenses		(215,531	)		-					(215,531	)
Net loss from continuing operations before income taxes		(472,362	)		(168,298	)				(640,660	)
Provision for income taxes		-			-					-
Net loss from continuing operations, after tax		(472,362	)		(168,298	)				(640,660	)
Net loss from discontinued operations, after tax		(32,105	)							(32,105	)
Net income (loss)	$	(504,467	)	$	(168,298	)			$	(672,765	)

NOTE 5 - INTANGIBLE ASSETS, NET

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported condensed consolidated statements of cash flows for nine months ended April 30, 2024:

		April 30,								April 30,
		2024		Adjustments						2024
		(As Filed)								(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(581,661	)	$	(504,894	)			$	(1,086,555	)
Net income from discontinued operations		177,096								177,096
Net loss from continuing operations		(758,757	)		(504,894	)				(1,263,651	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		-			504,894		(1	)		504,894
Non-cash interest expense		164,525
Warrant adjustment to fair value		(47,250	)							(47,250	)
Changes in operating assets and liabilities:
Prepaid expenses		7,620								7,620
Accounts payable		1,036,162								1,036,162
Net cash provided by (used in) operating activities		579,396			-					579,396
CASH FLOWS FROM INVESTING ACTIVITIES
Software costs capitalized as intangible asset		(33,031	)							(33,031	)
Net cash used in investing activities		(33,031	)		-					(33,031	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party convertible notes		633,992			-					633,992
Net cash provided by (used in) financing activities		633,992			-					633,992
Net increase (decrease) in cash from continuing operations		1,180,357			-					1,180,357
Net increase (decrease) in cash from discontinued operations		(1,156,841	)		-					(1,156,841	)
Net increase (decrease) in cash		23,516			-					23,516
Cash, beginning of period		66,688			-					66,688
Cash, end of period	$	90,204		$					$	90,204
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	21,756		$	(21,756	)			$	-
Cash paid for taxes	$	-		$	-				$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Commitment shares issued	$	105,925		$	-				$	105,925

The specific explanations for the items noted above in the condensed consolidated restated financial statements are as follows:

1. After reexamining the useful lives of the Company's intangible assets, it has been determined that a portion of such assets are subject to amortization and should be segregated and amortized.

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

NOTE 5 - 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 10% ownership interest in Wikibuli Inc. As consideration for the Viper Sale the Company received back 2,500,000 shares of the Company's common stock. The Viper Sale closed on November 1, 2024. The returned shares had a value of $0.25 per share on November 1 2024 resulting in a total consideration value of $625,000. The Viper Sale qualified for held-for-sale accounting and represents a strategic shift with a major effect on the Company's operations and financial results. Following the Viper Sale, the Company will not have any significant continuing involvement in the operations of Open Data Centers, LLC, 1st Point Communications, LLC, Endstream Communications LLC, American Networks Inc., or Wikibuli Inc. As a result, the telecommunication assets met the criteria for reporting as a discontinued operation. With the divestiture of the telecommunications assets, the Company has begun to concentrate its efforts on its fintech initiatives. The financial results of the telecommunication assets are presented as loss from discontinued operations, after tax in the condensed consolidated statement of operations.

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

	April 30,		July 31,
	2025		2024
Current assets
Cash and cash equivalents	$	-	$	74,133
Accounts receivable		-		110,894
Note receivable		-		-
Security deposits		-		7,316
Prepaid expenses		-		13,563
Total current assets		-		205,906
Noncurrent assets
Property and equipment, net		-		48,368
Total noncurrent assets		-		48,368
Total assets - discontinued operations	$	-	$	254,274
Current liabilities
Accounts payable and accrued expenses	$	544,533	$	1,343,436
Loans payable		-		84,350
Convertible notes payable - related parties		-		204,300
Deferred revenue		-		141,156
Total current liabilities		544,533		1,773,242
Total liabilities - discontinued operations	$	544,533	$	1,773,242

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

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

	For the Three Months Ended,					For the Nine Months Ended,
	April 30,					April 30,
	2025		2024			2025			2024
Revenues	$	-	$	769,992		$	1,233,567		$	2,506,546
Cost of sales		-		593,468			970,210			1,819,354
Gross profit		-		176,524			263,357			687,192
Operating expenses
Selling, general and administrative expenses		-		194,984			248,052			607,734
Depreciation and amortization expense		-		13,471			20,139			43,441
Total operating expenses				208,455			268,191			651,175
OPERATING INCOME (LOSS)		-		(31,931	)		(4,834	)		36,017
Other income (expense)
Other income		-		9,621			-			178,424
Financing expense		-		(8,995	)		(18,430	)		(23,430	)
Other expenses		-		(800	)		-			(13,915	)
Gain on disposal of subsidiaries		-		-			1,655,781			-
Total other income (expense)		-		(174	)		1,637,351			141,079
Net income from discontinued operations before taxes		-		(32,105	)		1,632,517			177,096
Provision for income taxes		-		-			-			-
Net income from discontinued operations, after taxes	$	-	$	(32,105	)	$	1,632,517		$	177,096

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

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

Loans payable from discontinued operations

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

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

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

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

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

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

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

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

	November 1, 2024			July 31, 2024
Notes payable	$	106,430		$	84,350
Less: current portion, net		(106,430	)		(84,350	)
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 $43,000. The convertible note bears interest at a rate of 6% annually. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. The interest on this convertible note has been waived by the lender. As of November 1, 2024 and July 31, 2024, the balance of this note was $40,000 and $43,000, respectively.

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

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

	November 1, 2024			July 31, 2024
Convertible notes payable - related parties from discontinued operations	$	201,300		$	204,300
Less: current portion, net		(201,300	)		(204,300	)
Long-term convertible notes payable - related parties, net	$	-		$	-

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

NOTE 6 - PROPERTY AND EQUIPMENT

As of April 30, 2025 and July 31, 2024, property and equipment of continuing operations consisted of the following:

		April 30,			July 31,
		2025			2024	Life
Computer, telecom equipment and software	$	2,675		$	2,675	5 years
Less: Accumulated depreciation		(2,020	)		-
Total	$	655		$	2,675

The Company incurred depreciation expense of $2,020 and $0 for the nine months ended April 30, 2025 and 2024, respectively. The Company incurred depreciation expense of $130 and $0 for the three months ended April 30, 2025 and 2024, respectively.

NOTE 7 - INTANGIBLE ASSETS, NET

The following table displays the composition of intangible assets, net as well as the respective amortization period:

				April 30, 2025									July 31, 2024
			October 31, 2025									July 31, 2025
	UsefulLife	~~UsefulLife~~	GrossAmount	~~GrossAmount~~		AccumulatedAmortization	~~AccumulatedAmortization~~		Net Amount	~~Net Amount~~		GrossAmount	~~Gross Amount~~		AccumulatedAmortization	~~AccumulatedAmortization~~		Net Amount	~~Net Amount~~
Customer contracts	7	7$	$-	~~3,862,657~~	$	$-	~~1,836,463~~	$	$-	~~2,026,194~~	$	$-	~~3,862,657~~	$	$-	~~1,422,607~~	$	$-	~~2,440,050~~
Software	5	5	618,804	~~618,804~~		434,035	~~372,154~~		184,769	~~246,650~~		618,804	~~618,804~~		403,094	~~279,334~~		215,710	~~339,470~~
Total		$	$618,804	~~4,481,461~~	$	$434,035	~~2,208,617~~	$	$184,769	~~2,272,844~~	$	$618,804	~~4,481,461~~	$	$403,094	~~1,701,941~~	$	$215,710	~~2,779,520~~

~~The~~In ~~Company~~January ~~incurred~~2022, ~~amortization~~the ~~expense~~Company ofcompleted ~~$506,677~~an ~~and~~asset ~~$504,894~~acquisition ~~for~~and ~~the~~purchased ~~nine~~a ~~months~~$3,862,657 ~~ended~~customer ~~April~~contract ~~30,~~intangible ~~2025~~asset and ~~2024~~a $387,843 ~~respectively~~software asset. The Company ~~incurred~~also ~~amortization~~capitalizes ~~expense~~internal-use ofsoftware ~~$168,892~~development ~~and~~costs. ~~$168,298~~During ~~for~~ the three months ended ~~April~~October 3031, 2025 and 2024, ~~respectively~~the Company capitalized $0 of software development costs (Note 2 - Summary of Significant Accounting Policies).

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 $1,888,242 for the year ended July 31, 2025.

The Company incurred amortization expense of $30,940 and $168,892 for the three months ended October 31, 2025 and 2024, respectively.

Estimated annual amortization expense for intangible assets is as follows:

For the years ended July 31,
Years
2025 (remainder)	$	170,693
Remainder of 2026	$	92,566
2026		675,569
2027		71,290
2027		623,098
2028		18,011
2028		571,331
2029		2,902
2029		232,153
Thereafter		-
Total	$	2184,~~272,844~~769

NOTE 86 - LOANS PAYABLE

~~Loans~~On ~~payable~~January 5, 2022, the Company entered into an unsecured promissory note with a lender in the amount of $29,253. The promissory note bears interest at a rate of 6% annually and has a maturity date of December 31, 2024. During the three months ended October 31, 2025 and 2024 the Company incurred interest expense of $367 and $367, respectively, due to the promissory note. At October 31, 2025 and July 31, 2025 the Company had an outstanding accrued interest balance from ~~continued~~the ~~operations~~promissory note of $5,565 and $5,199, respectively. As of October 31, 2025 and July 31, 2025, the balance of this note was $24,253. As of October 31, 2025 the promissory note was past due and in default.

On January 5, 2022, the Company entered into an unsecured promissory note (the "January 2022 Note") in the amount of $29,253. The January 2022 Note bears interest at a rate of 6% annually. The interest on this note has been forgiven by the note holder. As of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025, ~~the~~notes ~~balance~~payable consisted of ~~this~~the ~~note was $24,253.~~following:

		October 31, 2025			July 31, 2025
Notes payable	$	24,253		$	24,253
Less: current portion, net		(24,253	)		(24,253	)
Long-term notes payable, net	$	-		$	-

~~HAMMER~~NOTE ~~FIBER~~7 ~~OPTICS~~- ~~HOLDINGS~~RELATED ~~CORP.NOTES~~PARTY TOCONVERTIBLE ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)~~DEBT

As of April 30, 2025 and July 31, 2024, loans payable consisted of the following:

	April 30, 2025				July 31, 2024
Notes payable	$	24,253		$	24,253
Less: current portion, net		(24,253	)		(24,253	)
Long-term notes payable, net	$	-		$	-

NOTE 9 - 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 $12,000. ~~Principal~~As of July 31, 2025 $4,500 ~~has~~of ~~been~~the ~~repaid.~~principal was paid. The note will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest and maturity date on this convertible note ~~has~~have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the three months ended October 31, 2025 and 2024. On August 9, 2025 the convertible note was forgiven by its holder. As the convertible note's holder was a related party the forgiveness was recorded as a capital contribution to additional paid-in capital of ~~April~~$7,500. 30As of October 31, 2025 and July 31, ~~2024~~2025, the balance of this convertible note was $0 and $7,500, respectively.

On August 24, 2019, the Company entered into two convertible notes with two related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $12,000 and $6,000 respectively. Both notes bear interest at a rate of 6% annually and any interest may be accrued as either cash or stock at the option of the Company. The interest on these convertible notes has been waived by the lender. The convertible notes convert at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. As of April 30, 2025 the balances of these notes were $12,000 and $6,000. As of July 31, 2024 the balances of these notes were $12,000 and $6,000.13

OnHAMMER ~~April~~TECHNOLOGY ~~20,~~HOLDINGS ~~2020, the Company entered into a convertible note with a former Chief Financial Officer of the Company in the amount of $36,300 with an original maturity date of April 20, 2024~~CORP.NOTES ~~The~~TO ~~convertible~~UNAUDITED ~~note~~CONDENSED ~~bears~~CONSOLIDATED ~~interest~~FINANCIAL atSTATEMENTSOCTOBER a rate of 6% annually. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. The interest on this note has been waived by the lender. As of April 30, 2025 and July 31, ~~2024, the balance of this note was $36,300.~~2025(Unaudited)

On ~~February~~August 2624, ~~2021~~2019, the Company entered into atwo convertible ~~note~~notes ~~(the~~with ~~"February~~Andera ~~2021~~Capital, ~~Convertible~~LLC ~~Note")~~and ~~with~~Somerset aHealth Care Advisors, both of which are related ~~party~~parties (who were former partners in 1stPoint Communications, LLC) in the ~~amount~~amounts of $2512,000 and $6,000 respectively. ~~The~~Both ~~note~~notes ~~bears~~bear interest at a rate of 6%, ~~compounded~~annually ~~monthly~~ and ~~payable~~any ~~upon~~interest ~~repayment~~may be accrued as either cash or ~~conversion~~stock at the option of the Company. ~~Interest~~The ~~has~~interest and maturity dates on these convertible notes have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the three months ended October 31, 2025 and 2024. The convertible ~~note~~notes ~~converts~~convert at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. ~~The~~On ~~note~~August ~~has~~9, ~~been~~2025 ~~amended~~the ~~several~~convertible ~~times,~~notes ~~with~~were anforgiven ~~additional~~by ~~$1,386,807~~their ~~loaned~~holder. ~~during~~As the ~~nine~~convertible ~~months~~notes' ~~ended~~holders ~~April~~were 30related parties, ~~2025~~the forgiveness was recorded as a capital contribution to additional paid-in capital of $18,000. As of ~~April~~October 3031, 2025 ~~and~~the balances of each of these notes were $0. As of July 131, ~~2024,~~2025 the ~~balance~~balances of ~~this~~each ~~note~~of ~~was~~these notes were $212,~~630,800~~000 and $16,~~243,993, respectively~~000.

AsOn April 20, 2020, the Company entered into a convertible note with Erik Levitt, a former Chief Financial Officer of ~~April~~the 30Company, ~~2025~~in ~~and~~the ~~July~~amount 31of $36,300 ~~2024~~with an original maturity date of April 20, ~~all~~2024. The convertible note bears interest at a rate of ~~the~~6% ~~related~~annually. ~~party~~The ~~payables~~convertible ~~are~~note ~~reported~~converts asat ~~current~~a ~~liabilities~~20% indiscount to market on the ~~Consolidated~~date ~~Balance~~of ~~Sheet~~the ~~and~~proposed ~~all~~conversion, at the option of the Company or lender. The interest and maturity ~~dates~~date on this note have been waived by the ~~holders~~lender. As a result, the Company did not recognize any interest expense from this note during the three months ended October 31, 2025 and 2024. On August 9, 2025 the convertible note was forgiven by its holder. As the holder of ~~all~~the convertible ~~notes~~note ~~from~~was ~~all~~a related ~~parties~~party, the forgiveness was recorded as a capital contribution to additional paid-in capital of $36,300. As of October 31, 2025 and July 31, 2025, the balance of this convertible note was $0 and $36,300, respectively.

AsOn February 26, 2021, the Company entered into a convertible note (the "February 2021 Convertible Note") with Michael Sevell, a Director of ~~April~~the 30Company, in the amount of $25,000. The note bears interest at a rate of 6%, compounded monthly and payable upon repayment or conversion. The interest and maturity date of the February 2021 Convertible Note have been waived by the lender. As a result, the Company did not recognize any interest expense from the February 2021 Convertible Note during the three months ended October 31, 2025 and 2024. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. The note has been amended several times, with an additional $1,436,806 loaned during the year ended July 31, ~~2024~~2025. On May 24, ~~related~~2025 ~~parties~~the ~~convertible~~Company, Michael Sevell, and Caban Global Reach Private Equity LP ("CGRPE") entered into an Assignment and Assumption Agreement, pursuant to which, Michael Sevell assigned to CGRPE the full balance of February 2021 Convertible Note. Michael Sevell and Michael Cothill, two Directors of the Company, are both Directors of CGRPE. On May 26, 2025 the Company and CGRPE entered into a debt ~~consisted~~exchange agreement (the "exchange"), pursuant to which the entire principal balance of the ~~following:~~February 2021 Convertible Note was forgiven in exchange for 10,154,542 shares of common stock (Note 8 - Stockholders' Equity). As a result, the Company recognized a loss on conversion of $974,836. Immediately prior to the exchange the February 2021 Convertible Note had a principal balance of $2,680,799. As of October 31, 2025 and July 31, 2025, the balance of this note was $0.

	April 30, 2025			July 31, 2024
Convertible notes payable - related parties	$	2,692,600		$	1,305,793
Less: current portion, net		(2,692,600	)		(1,305,793	)
Long-term convertible notes payable - related parties, net	$	-		$	-

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 4% per annum. The outstanding principal may be converted into shares of restricted common stock at the option of the related party. The conversion price is equal to the prevailing market price on the date of conversion at a 25% discount. As of October 31, 2025 and July 31, 2025 the outstanding balance due to the May 2025 Convertible note was $295,946 and $85,946, respectively. The Company recognized interest expense of $2,001 due to the May 2025 Convertible note during the three months ended October 31, 2025.

~~NOTE~~As 10of -October ~~CONVERTIBLE~~31, ~~DEBT~~2025 and July 31, 2025, related parties convertible debt consisted of the following:

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 $550,000 (the "Mast Note"). The Mast Note is convertible into shares of the Company's common stock. The Mast Note has an original issue discount of $55,000, resulting in gross proceeds to the Company of $495,000. Mast has piggyback registration rights pursuant to the terms of the Mast SPA. Mast Hill converted approximately $72,148 in interest and $1,750 in fees totaling approximately $73,897 into that number of shares of common stock on March 23, 2023.

		October 31, 2025		July 31, 2025
Convertible notes payable - related parties	$	295,946	$	147,746
Less: current portion, net		-		(61,800	)
Long-term convertible notes payable - related parties, net	$	295,946	$	85,946

~~The~~NOTE ~~Company~~8 ~~entered~~- ~~into~~STOCKHOLDERS' ~~the~~EQUITY ~~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 $62,000.~~(DEFICIT)

Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00 (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50 (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares (the "commitment shares") of Company common stock to Mast as additional consideration for the purchase of the Mast Note.

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

On April 4, 2024, the Company entered into the Second Amendment to the Mast Note, effectively increasing the principal balance of the note by $70,000 and extending the maturity date of the note to February 11, 2025. The terms of the amendment also included the issuance of 475,000 shares of the Company's common stock issued during the quarter ended April 30, 2024. The fair value of the common stock issued was determined using the stock price as of the date of the Second Amendment to the Mast Note at $0.199 per share or $94,525 in total. Such common stock shares issued were accounted for as a debt discount and recognized as financing expense for the year ended July 31, 2024.

The Mast Note bears interest at a rate of 12% per annum. Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law. The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option. Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, that Mast is entitled to deduct $1,750 from the conversion amount in each case to cover Mast's fees associated with conversion. Mast's right to exercise each of the Mast Warrants is subject to a 4.99% equity blocker. Each of the Mast Warrants expires on the five-year anniversary of issuance. As of April 30, 2025 the Mast Note had been fully repaid and as result, it had a balance of $0. As of July 31, 2024, the balance of the Mast Note was $682,000.

As of April 30, 2025 and July 31, 2024, convertible debt consisted of the following:

	April 30, 2025		July 31, 2024
Convertible debt	$	-	$	682,000
Original issue discount	$	-	$	-
Less: current portion, net		-		(682,000	)
Long-term convertible debt, net	$	-	$	-

HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)

NOTE 11 - INCOME TAXES

The Company recorded no provision or benefit for income tax expense for the nine months ended April 30, 2025 and 2024, respectively.

For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.

The Company has no open tax audits with any taxing authority as of April 30, 2025. The company's taxes are subject to examination by taxation authorities for a period of three years.

NOTE 12 - STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

OnThe ~~March~~holders 6,of ~~2023,~~common ~~Mast~~stock ~~Hill~~are ~~amended~~entitled ~~the~~to ~~terms~~receive ofdividends ~~its~~whenever ~~promissory~~funds ~~note,~~are ~~which~~legally ~~included~~available, ~~the~~when ~~issuance~~and ofif ~~475,000~~declared ~~shares~~by of the Company's ~~common~~Board ~~stock~~of ~~issued~~Directors. ~~during~~As ~~the~~of ~~quarter~~October ~~ended~~31, ~~October~~2025 and July 31, ~~2023~~2025, no cash dividend has been declared to date. Each share of common stock is entitled to one vote.

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2025
(Unaudited)

Treasury Stock

On November 1, 2024, the Viper Sale closed. As a result the Company sold its telecommunications assets to Viper, including 1st Point Communications ~~LCC~~LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. As consideration for the Viper Sale the Company received back 2,500,000 shares of the Company's common stock which was recorded as treasury stock (Note 53 - Discontinued Operations). The treasury stock from the Viper Sale was recorded at $0.25 per share, resulting in a total value of $625,000.

~~NOTE~~The 13Company -utilizes ~~COMMITMENTS~~the ~~AND~~cost ~~CONTINGENCIES~~method of accounting to value treasury stock when repurchasing stock. Repurchases are reflected as reductions of stockholders' equity at cost.

~~From~~NOTE ~~time~~9 to- ~~time,~~COMMITMENTS ~~the~~AND 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. The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:CONTINGENCIES

Calvi Electric v. Hammer Fiber Optics Inv, Ltd.	$	9,210
Horizon Blue Cross v. Hammer Fiber Optics Inv, Ltd.	$	17,309

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. As of October 31, 2025 and July 31, 2025 the Company had accrued a liability of $26,000 due to trust fund recovery penalty ("TFRP") taxes which may be assessed against former directors or officers of the Company by the New Jersey Division of Taxation. Such former directors and officers may seek to be indemnified by the Company as a result of the TRFP taxes. The $26,000 accrual is recorded on the Company's Consolidated Balance Sheet as a component of accounts payable and accrued expenses.

InNOTE ~~the~~10 ~~matter~~- of Cross River Fiber vs. Hammer Fiber Optics Investments, Ltd., the related party has paid its obligations and the matter is now considered closed. The claims by Calvi Electric and Horizon Blue Cross have not advanced.WARRANTS

~~NOTE~~In 14February 2022, the Company and Mast Hill Fund, L.P. (“Mast”) signed a Security Purchase Agreement (the “Mast SPA”). Pursuant to the Mast SPA the Company also agreed to issue Mast (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00 (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50 per share(the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"). Mast's right to exercise each of the Mast Warrants is subject to a 4.99% equity blocker. Each of the Mast Warrants expires on the five-year ~~WARRANTS~~anniversary of issuance.

OnThe ~~February 11, 2022, the~~ Company ~~issued~~determined ~~a purchase warrant (~~the "Mast First Warrant") toshould ~~Mast~~be ~~Hill~~classified ~~Fund,~~as ~~L.P.~~a ~~for~~liability ~~150,000~~as ~~shares~~the ofwarrants ~~the~~are ~~Company's~~redeemable ~~common~~for ~~stock~~cash in ~~conjunction~~the ~~with~~event ~~convertible~~of ~~debt~~a ~~(Note~~fundamental 10transaction, -as ~~Convertible~~defined ~~Debt). The~~in ~~warrants~~the ~~are~~warrant ~~exercisable~~agreement, ~~for~~which 5includes ~~years~~a atchange ~~$3.00~~in ~~per share~~control. The ~~Company~~Mast ~~determined~~Second ~~the~~Warrant ~~Warrants~~was ~~should~~evaluated befor ~~classified~~purposes asof aclassification between liability asand ~~the~~equity ~~warrants~~and ~~are~~pursuant ~~redeemable~~to ~~for~~ASC ~~cash~~480 in the ~~event~~warrants ofwere aclassified ~~fundamental~~as ~~transaction,~~liabilities. asOn ~~defined~~August in14, 2024 the ~~warrant~~Company ~~agreement,~~and ~~which~~Mast ~~includes~~Hill aagreed ~~change~~to inextinguish ~~control~~the Mast Second Warrant.

On February 1117, 2022, the Company issued a purchase warrant ~~(the "Mast Second Warrant")~~ to ~~Mast~~Talos ~~Hill~~Victory Fund, ~~L.P.~~LLC for ~~150~~75,000 shares of the Company's common stock in conjunction with convertible debt ~~(Note 10 - Convertible Debt)~~. The warrants are exercisable for 5 years at $1.50 per share. The warrants were evaluated for purposes of classification between liability and equity. ~~Because~~and ~~the warrants were issued in conjunction with a debenture the warrants have been considered debt~~ pursuant to ASC ~~820~~480 ~~Topic 10. On August 14, 2024~~ the ~~Company~~warrants ~~and~~are ~~Mast~~classified ~~Hill~~as ~~agreed to extinguish the Mast Second Warrant~~liabilities.

On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for 75,000 shares of the Company's common stock in conjunction with convertible debt. The warrants are exercisable for 5 years at $13.5000 per share. The warrants were evaluated for purposes of classification between liability and equity. ~~Because~~and ~~the~~pursuant ~~warrants~~to ~~were~~ASC ~~issued~~480 ~~in conjunction with a debenture~~ the warrants ~~have~~are ~~been~~classified ~~considered~~as ~~debt pursuant to ASC 820 Topic 10~~liabilities.

21Total outstanding warrant liabilities of the disclosed above are $44,400 and $63,000 as of October 31, 2025, and July 31, 2025, respectively.

~~HAMMER FIBER OPTICS HOLDINGS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2025 AND 2024(Unaudited)~~15

OnHAMMER ~~February~~TECHNOLOGY ~~17,~~HOLDINGS ~~2022,~~CORP.NOTES ~~the~~TO ~~Company~~UNAUDITED ~~issued~~CONDENSED aCONSOLIDATED ~~purchase~~FINANCIAL ~~warrant~~STATEMENTSOCTOBER ~~to Talos Victory Fund~~31, LLC for 75,000 shares of the Company's common stock in conjunction with convertible debt. The warrants are exercisable for 5 years at $3.00 per share. The warrants were evaluated for purposes of classification between liability and equity. Because the warrants were issued in conjunction with a debenture the warrants have been considered debt pursuant to ASC 820 Topic 10.2025(Unaudited)

The following schedule summarizes the changes in the Company's common stock warrants during the ~~nine~~three months ended ~~April~~October 3031, 2025 and 2024:

						Weighted
				Weighted		Average
				Average		Contractual
	Number of	~~Number of~~		Exercise		Term
	Warrants	~~Warrants~~		Price		(Years)
Balance outstanding at July 31, 2023		450,000		$	2.25	3.54
Balance outstanding at July 31, 2024
Granted	450,000	-	$	2.25	-	2.54
Exercised	-	-		-	-	-
Expired/Canceled	(150,000	-)		1.50	-	-
Balance outstanding at April 30, 2024		450,000		$	2.25	2.79
Balance outstanding at October 31, 2024	300,000			2.63		2.29
Exercisable at April 30, 2024		450,000		$	2.25	2.79
Exercisable at October 31, 2024	300,000			2.63		2.29
Balance outstanding at July 31, 2024		450,000		$	2.25	2.54
Balance outstanding at July 31, 2025	300,000		$	2.63		1.54
Granted	-	-		-	-	-
Exercised	-	-		-	-	-
Expired/Canceled	-	~~(150,000~~	)	2.63	~~1.50~~	-
Balance outstanding at April 30, 2025		300,000		$	2.63	1.79
Balance outstanding at October 31, 2025	300,000		$	2.63		1.29
Exercisable at April 30, 2025		300,000		$	2.63	1.79
Exercisable at October 31, 2025	300,000		$	2.63		1.29

The ~~Black Scholes model was used to determine the~~ fair ~~value~~values of the ~~warrants, including the use of the share price, exercise price, term, volatility, risk free interest rate and the dividend rate. The warrants were priced in each quarter and the carrying cost of the~~ warrant ~~adjusted~~liabilities ~~in accordance with the model. The fair values of the outstanding warrants recorded~~ as ~~warrants liability as~~ of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025 ~~was~~were estimated using ~~the~~ Black-Scholes option-pricing model with the following assumptions:

		April 30,	July 31,
	October 31,	July 31,
	2025	2025	~~2024~~
Stock Price		$0.04	$0.04
Exercise Price	$1.50 - $3.00	$1.50 - $3.00
Risk-free interest rates	3.71%	3.7296%	~~4.10%~~
Expected life (in years)	1.29	1.~~78 - 1.80~~55	~~2.53~~
Expected volatility	859%	1,~~038~~228%	~~848%~~
Dividend yield	0%	0%	0%

NOTE 1511 - ~~EARNINGS~~SEGMENT ~~PER SHARE~~REPORTING

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~~operates ~~dilutive~~in ~~potential~~one ~~common~~operating ~~shares~~segment, ~~for~~and ~~convertible~~therefore ~~securities~~one ~~using~~reportable ~~the as-if-converted method~~segment, ~~which~~focused ~~assumes~~on ~~the~~providing ~~convertible~~digital ~~securities~~stored ~~will~~value betechnology ~~converted~~via asits ofHammerPay ~~the~~mobile ~~beginning~~payments ofplatform ~~the~~to ~~period~~enable ordigital ~~the~~commerce ~~issuance~~between ~~date~~consumers ifand ~~later.~~branded ~~The~~merchants ~~Company~~across ~~also calculates dilutive potential common shares using~~ the ~~treasury~~developing ~~stock method for options and warrants~~world.

22The 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.

~~HAMMER~~The ~~FIBER~~following ~~OPTICS~~is ~~HOLDINGS~~a ~~CORP.NOTES~~summary TOof ~~CONDENSED~~the ~~CONSOLIDATED~~significant ~~FINANCIAL~~revenue ~~STATEMENTSAPRIL~~and 30expense categories, ~~2025~~and ~~AND~~consolidated ~~2024(Unaudited)~~net loss from continuing operations provided to the CODM:

A reconciliation of the Company's basic and diluted income (loss) per common share is as follows:

		For the Three Months Ended,
		October 31,
		2025			2024

Revenues	$	-		$	-

Less: Significant and other segment expenses
Selling, general and administrative expenses		(134,032	)		(186,559	)
Depreciation and amortization expense		(31,075	)		(169,027	)
Interest expense		(2,368	)		(152	)
Change in fair value of warrant liability		18,600			(56,937	)
Net loss from continuing operations	$	(148,875	)	$	(412,675	)

	For the Three Months Ended,							For the Nine Months Ended,
	April 30,							April 30,
	2025				2024			2025			2024
Numerator:
Net loss from continuing operations	$	(386,010	)	$	(640,660	)	$	(1,078,523	)	$	(1,263,651	)
Net (loss) income from discontinued operations	$	-		$	(32,105	)	$	1,632,517		$	177,096
Net (loss) income (loss)	$	(386,010	)	$	(672,765	)	$	553,994		$	(1,086,555	)
Denominator:
Basic weighted average common shares outstanding		58,902,612			63,155,947			59,754,260			62,078,537
Effect of potentially dilutive convertible notes		-			-			62,191,578			3,237,337
Dilutive weighted average common shares outstanding		58,902,612			63,155,947			121,945,838			65,315,874
Net loss from continuing operations per common share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Net income from discontinued operations per common share:
Basic	$	(0.00	)	$	(0.00	)	$	0.03		$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	0.01		$	(0.00	)
Net income (loss) per common share:
Basic	$	(0.01	)	$	(0.00	)	$	0.01		$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	0.00		$	(0.02	)

~~The~~HAMMER ~~following~~TECHNOLOGY ~~potentially~~HOLDINGS ~~dilutive~~CORP.NOTES ~~securities~~TO ~~have~~UNAUDITED ~~been~~CONDENSED ~~excluded~~CONSOLIDATED ~~from~~FINANCIAL ~~computations~~STATEMENTSOCTOBER of31, ~~dilutive weighted average shares outstanding as they would be anti-dilutive:~~2025(Unaudited)

	April 30, 2025	April 30, 2024
Warrants	300,000	450,000
Convertible Notes	-	-
Total	300,000	450,000

NOTE 12 - SUBSEQUENT EVENTS

~~NOTE~~Between 16November 1, 2025 and November 19, 2025 the Company received $55,000 in proceeds pursuant to the May 2025 Convertible Note (Note 7 - ~~SUBSEQUENT~~Related ~~EVENTS~~Party Convertible Debt).

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 the February 2021 Convertible Note previously issued by the Company (Note 9 - Related Party Convertible Debt). As of May 24, 2025 the principal amount of the February 2021 Convertible Note was $2,680,800. On May 25, 2025, the Company and CGRPE executed a Debt Exchange Agreement pursuant to which the full principal amount of the February 2021 Convertible Note was exchanged for 10,154,542 shares of common stock of the Company, at a per-share conversion price of $0.264, a 20% discount to market on the date of conversion. Mr. Sevell is a director of the Company.17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Special~~Information ~~Note~~included ~~Regarding~~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~~looking ~~Statements~~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.

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 Fiber Optics 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 ~~Fiber~~Technology ~~Optics~~ 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.

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

~~Results~~Recent ~~of Operations~~Developments

~~For~~On August 7, 2024, we authorized and executed a Purchase Agreement with Viper Networks, Inc. ("Viper") to sell our telecommunications assets to Viper (the ~~Three~~"Viper ~~Months~~Sale"). ~~Ended~~The ~~April~~assets 30include 1st Point Communications LCC, ~~2025~~and ~~Compared~~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 ~~Three~~divestiture ~~Months~~of ~~Ended~~the ~~April~~telecommunications 30assets, ~~2024~~we have begun to concentrate our efforts on fintech initiatives such as our mobile payments platform, instead of on telecommunication services.

		April 30, 2025		April 30, 2024		$ Change		% Change
Revenues	$	-	$	420	$	(420	)	(100.00)%
Cost of sales		-		-		-		0.00%
Selling, general and administrative expenses		212,852		257,251		(44,399	)	(17.26)%
Depreciation and amortization expense		169,023		168,298		725		0.43%
Total operating expenses	$	381,875	$	425,549	$	(43,674	)	(10.26)%

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.

WeEffective ~~did~~on ~~not~~September ~~generate~~3, ~~any~~2025, ~~revenues~~we ~~from~~amended ~~continuing~~our ~~operations~~Articles ~~for~~of Incorporation, as amended with the ~~three~~State ~~months~~of ~~ended~~Nevada ~~April~~to ~~30,~~effect ~~2025~~a ~~and~~change ~~generated~~of ~~$420~~our ~~for~~name ~~the~~from ~~three~~"Hammer ~~months~~Fiber ~~ended~~Optics ~~April~~Holdings ~~30,~~Corp." ~~2024~~to "Hammer Technology Holdings Corp."

~~During~~Results ~~the three months ended April 30, 2025, we incurred total operating expenses~~ of ~~$381,875~~Operations ~~compared with $425,549, a decrease of approximately $43,674 or 10.26%,~~ for the ~~comparable~~Three ~~period~~Months ~~ended~~Ended ~~April~~October 3031, ~~2024.~~2025 ~~The~~Compared ~~decrease in expenses is due primarily~~ to athe ~~decrease~~Three inMonths ~~professional~~Ended ~~expenses~~October ~~of $9~~31,~~466~~ ~~and a decrease in corporate and IT expenses of $34,028.~~2024

We recorded depreciation and amortization expense of $169,023 and $168,298 during the three months ended April 30, 2025 and 2024, respectively.

		2025		2024		$ Change		% Change
Selling, general and administrative expenses		134,032		186,559		(52,527	)	(28)%
Depreciation and amortization expense		31,075		169,027		(137,952	)	(82)%
Total operating expenses	$	165,107	$	355,586	$	(190,479	)	(54)%

	For the three months endedApril 30,
		2025			2024			$ Change	% Change
Other income (expense)		-			-			-	0.00%
Interest expense		(655	)		(21,756	)		21,101	(96.99)%
Financing expense		-			(164,525	)		164,525	(100.00)%
Warrant liability adjustment to fair value		(3,480	)		(29,250	)		25,770	(88.10)%
Total other income (expense)	$	(4,135	)	$	(215,531	)	$	211,396	(98.08)%

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 ~~April~~October 3031, 2025, we incurred total ~~other~~operating ~~expense~~expenses of $4165,~~135~~107 ~~consisting~~compared ofwith ~~warrant~~$355,586, ~~adjustment~~a todecrease ~~fair value~~ of approximately $3190,~~480~~479 ~~and~~or ~~interest~~54%, ~~expense~~for ~~of $655. During~~ the ~~three~~comparable ~~months~~period ended ~~April~~October 3031, 2024. weThe ~~incurred~~decrease ~~total~~in ~~other~~operating ~~expense~~expenses ofis ~~$215,531~~primarily ~~consisting~~the ~~primarily~~result of ~~financing~~decreased depreciation and amortization expense. ofWe ~~$164,525,~~fully ~~interest~~impaired ~~expense~~our ofcustomer ~~$21~~contract asset during the three months ended July 31,~~756~~ ~~and~~2025 ~~warrant~~which ~~liability~~resulted ~~adjustment~~in toa ~~fair~~decrease ~~value~~in ofintangible ~~$29,250~~asset amortization.

24We 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.

~~For the Nine Months Ended April 30, 2025 Compared to the Nine Months Ended April 30, 2024~~18

		April 30, 2025		April 30, 2024		$ Change		% Change
Revenues	$	-	$	420	$	(420	)	(100.00)%
Cost of sales		-		-		-		0.00%
Selling, general and administrative expenses		576,339		579,841		(3,502	)	(0.60)%
Depreciation and amortization expense		508,697		504,894		3,803		0.75%
Total operating expenses	$	1,085,036	$	1,084,735	$	5,301		0.03%

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.

We did not generate any revenues from continuing operations for the nine months ended April 30, 2025 and generated $420 for the nine months ended April 30, 2024.

		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 ~~nine~~three months ended ~~April~~October 3031, 2025, we ~~incurred~~recorded total ~~operating~~other ~~expenses~~income of $116,~~085,036~~232 ~~compared~~primarily ~~with~~consisting ~~$1,084,735,~~of ana ~~increase~~gain on the change in fair value of ~~approximately~~warrant liability of $~~301~~18,600; oroffset ~~0.03%~~by interest expense of $2,368. ~~for~~During the ~~comparable~~three ~~period~~months ended ~~April~~October 3031, 2024. ~~The~~we ~~change~~incurred intotal ~~operating~~other ~~expenses~~expense ~~was~~of ~~composed~~$57,089 consisting primarily anof ~~increase~~the inloss ~~corporate~~on ~~and~~change ITin ~~expenses~~fair ~~($41,503),~~value aof ~~decrease~~warrant inliability ~~professional~~of ~~expense (~~$1356,~~685),~~937 and ainterest ~~decrease~~expense inof ~~rent expenses (~~$~~27,517)~~152.

WeDuring the three months ended October 31, 2025 we recorded ~~depreciation~~a ~~and~~net ~~amortization~~loss ~~expense~~from continuing operations of $~~508~~148,~~697~~875, ~~and~~compared to a net loss from continuing operations of $~~504~~412,~~894~~675 ~~during~~from the ~~nine~~three months ended ~~April~~October 3031, ~~2025~~2024. ~~and~~The ~~2024,~~decrease ~~respectively~~in net loss from continuing operations is due primarily to a large decrease in our operating expenses.

	For the nine months endedApril 30,
		2025			2024			$ Change		% Change
Other income (expense)		-			-			-		0.00%
Interest expense		(807	)		(62,061	)		61,254		(98.70)%
Financing expense		-			(164,525	)		164,525		(100.00)%
Gain on change in fair value of warrant liability		7,320			47,250			(39,930	)	(84.51)%
Total other income (expense)	$	6,513		$	(179,336	)	$	185,849		(103.63)%

During the nine months ended April 30, 2025, we incurred total other income of $6,513 primarily consisting of adjustments to the fair value of the warrant liability of $7,320. This income is partially offset by interest expense of $807. During the nine months ended April 30, 2024 we incurred total other expense of $179,336 consisting primarily of financing expense of $164,525 and interest expense of $62,061. This expense is partially offset by adjustments to the fair value of warrant liabilities of $47,250.

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~~October 3031, 2025, we had $2640,~~704~~828 in cash compared to $018,054 at July 31, ~~2024~~2025, an increase of $2622,~~704~~774.

As of ~~April~~October 3031, 2025, we had total current assets of $3240,~~064~~828 and total current liabilities of $3745,~~337~~186,~~886,~~ or negative working capital of $3704,~~305~~358,~~822,~~ compared to total current assets of $~~206~~19,~~266~~304 and total current liabilities of $3877,~~998~~663,~~146,~~ or negative working capital of $3858,~~791,880~~359 as of July 31, ~~2024~~2025. This is an increase in working capital of $~~486~~154,~~058~~001 driven primarily by ~~the~~a ~~Viper~~decrease ~~Sale~~in accounts payable and ~~the~~accrued ~~resulting~~expenses, and a decrease in the current liabilities from ~~discontinued~~related ~~operations~~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.

~~See~~Our ~~the~~future ~~analysis~~capital ~~below~~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 ~~statement~~from ~~for~~the ~~further~~expansion ~~details~~of ~~pertaining~~our fintech initiatives, such as our mobile payments platform. We may also choose to ~~liquidity~~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.

	For the nine months endedApril 30,
		2025			2024			$ Change
Net cash provided by (used in) operating activities - continuing operations	$	921,333		$	579,396		$	341,937
Net cash provided by investing activities - continuing operations		-			(33,031	)		33,031
Net cash provided by financing activities - continuing operations		704,806			633,992			70,814
Net cash provided by (used in) operations - discontinued operations		4,310			(1,193,964	)		1,198,274
Net cash used in investing activities - discontinued operations		(1,691,958	)		(15,318	)		(1,676,640	)
Net cash provided by (used in) financing activities - discontinued operations		14,080			52,441			(38,361	)
Net increase (decrease) in cash and cash equivalents	$	(47,429	)	$	23,516		$	(70,945	)

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

~~Changes in Cash Flows from Continuing Operating Activities~~19

~~During~~Cash ~~the~~Flow ~~nine months ended April 30, 2025 the cash provided by operating activities was $921,333. The cash provided by operating activities was primarily the result of the net income~~ from ~~discontinued~~Continuing ~~operations~~Operating of $1,632,517, and amortization expense of $506,677; offset primarily by the net loss from continuing operations of $1,078,523 and a decrease in accounts payable and accrued expenses of $129,038. During the nine months ended April 30, 2024 the cash used in operating activities consisted primarily of amortization expense of $504,894 and the net income from discontinued operations of $177,096; offset primarily by the net loss from continuing operations of $1,263,651 and the warrant adjustment to fair value of $47,250.Activities

~~Changes~~During the three months ended October 31, 2025 the cash used in ~~Cash~~operating ~~Flows~~activities from ~~Continuing~~continuing ~~Investing~~operations ~~Activities~~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.

~~There~~During ~~were~~the nothree ~~investing~~months ~~activities~~ended ~~during~~October 31, 2024 the ~~nine~~cash ~~months~~used ~~ended~~in ~~April~~operating ~~30,~~expenses ~~2025~~from continuing operations was $320,837. ~~During~~The cash used by operating expenses was primarily the ~~nine~~result ~~months~~of ~~ended~~a ~~April~~net 30loss from continuing operations of $412,675, ~~2024~~and the ~~cash~~decrease ~~used~~in byaccounts ~~investing~~payable ~~activities~~and ~~was~~accrued ~~composed~~expenses ~~entirely~~ of $33129,~~031~~126, offset primarily by amortization of ~~software~~$168,892 ~~costs~~and ~~capitalized~~the aschange ~~intangible~~in ~~assets~~fair value of warrant liabilities of $56,937.

~~Changes in~~ Cash ~~Flows~~Flow from Continuing ~~Financing~~Investing Activities

~~During~~We ~~the~~did ~~nine~~not ~~months~~have ~~ended April 30, 2025,~~ cash flows ~~provided~~from byinvesting ~~financing~~ activities ~~was $704,806. The cash provided by financing activities was primarily the result of proceeds~~ from ~~related~~continuing ~~party~~operations ~~convertible~~for ~~notes payable of $1,386,806 offset by~~ the ~~repayment~~three ~~of convertible notes payable of $682,000. During the nine~~ months ended ~~April~~October 3031, ~~2024~~2025 ~~the~~and ~~cash provided by financing activities was $633,992~~2024. ~~The cash provided by financing activities was composed entirely of the proceeds from related party convertible notes.~~

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 ~~nine~~three months ended ~~April~~October 3031, 2025, the Company incurred a net loss from continuing operations of $1148,~~078~~875,~~523,~~ cash ~~provided~~used byin operating activities of $~~921~~187,~~333~~226, and $0 of revenue generated from continuing operations. As of ~~April~~October 3031, 2025, the Company had a working capital deficiency of $3704,~~305,822~~358. As of ~~April~~October 3031, 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 ~~Liability~~ Fair Value

Our warrant ~~liability~~ 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,~~230~~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. ~~Periodically, the Company assesses its intangible assets for impairment.~~

26Intangible 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.

~~Recently~~Due ~~Issued~~to ~~Accounting~~uncertainty ~~Pronouncements~~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.

In November 2023, the FASB issued Accounting Standard Update ("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 is currently evaluating the impact of adopting this ASU on our disclosures.

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 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 condensed consolidated financial statements.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we conducted an evaluation under the supervision and with the participation of our Principal Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that, as of ~~April~~October 3031, 2025, the disclosure controls and procedures of our Company were not effective. Specifically, this is due to an inherent staffing limitation to properly segregate duties and provide adequate monitoring during the process leading to and including the preparation of the consolidated financial statements.

Limitations on Effectiveness of Controls and Procedures

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

~~During~~There ~~the~~were ~~quarter~~no ~~ended~~changes ~~April~~in ~~30,~~our ~~2025,~~internal ~~management~~control ~~continued~~over tofinancial ~~commit~~reporting ~~resources~~that tooccurred ~~the~~during ~~remediation~~our ofmost ~~the~~recent ~~material weaknesses reported in the Company's Form 10-K for the~~ fiscal ~~year~~quarter ~~ended~~that ~~July~~materially 31affected, ~~2024.~~or ~~Furthermore,~~are ~~management~~reasonably ~~continued~~likely to ~~augment~~materially ~~its~~affect, ~~resources~~our ~~for remediating the identified deficiencies and in other~~ internal ~~controls~~control over financial reporting.

Except as described above, there were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.22

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our common stock, our subsidiary or of our companies or our subsidiary's officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit
Number	Description of Exhibit
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 (Rule 13a-14(a) or Rule 15d-14(a))
32.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 (Rule 13a-14(a) or Rule 15d-14(a))
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 (Rule 13a-14(a) or Rule 15d-14(a))
32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act*
32.2**	Certification of Principal Financial Officer pursuant to 18. U.S.C 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS*	~~101.INS~~ Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File ~~(formatted as Inline XBRL and contained in Exhibit 101~~

* Filed herewith
** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

	HAMMER TECHNOLOGY HOLDINGS CORP.
Date: June 13, 2025	/s/ Michael Cothill
Date: December 15, 2025	/s/ Michael Cothill
	Michael P. Cothill
	Principal Executive Officer
Date: June 13, 2025	/s/ Mark Stogdill
Date: December 15, 2025	/s/ Mark Stogdill
	Mark Stogdill
	Principal Financial Officer

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