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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 ~~October~~January 31, ~~2025~~ 2026

[ ] 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 TECHNOLOGY 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 [ ] 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 an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[ ]	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 ~~December~~March 1517, ~~2025~~2026, there were 73,310,489 shares of the registrant's $0.001 par value common stock issued and 69,057,154 shares outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		1
ITEM 1.	Financial Statements	1
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	22
ITEM 4.	Mine Safety Disclosures	22
ITEM 5.	Controls and Procedures	22
PART II - OTHER INFORMATION		23
ITEM 1.	Legal Proceedings	23
ITEM 1A.	Risk Factors	23
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
ITEM 3.	Defaults Upon Senior Securities	23
ITEM 4.	Mine Safety Disclosure	23
ITEM 5.	Other Information	23
ITEM 6.	Exhibits	23
SIGNATURES		24

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

INDEX TO FINANCIAL STATEMENTS

		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 TECHNOLOGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

		October 31,			July 31,
				January 31,			July 31,
		2025			2025
				2026			2025
		~~(unaudited)~~		(unaudited)
ASSETS
Current Assets
~~Cash and cash equivalents~~	$Cash and cash equivalents	~~40,828~~	$	$28,312	~~18,054~~	$	18,054
~~Prepaid expenses~~	Prepaid expenses	-		-	~~1,250~~		1,250
~~Total current assets~~		~~40,828~~Total current assets		28,312	~~19,304~~		19,304
Property and equipment, net		~~385~~		250	~~520~~		520
Intangible assets, net		~~184,769~~		153,829	~~215,710~~		215,710
Total assets	$	~~225,982~~	$	$182,391	~~235,534~~	$	235,534
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
~~Accounts payable and accrued expenses~~	$Accounts payable and accrued expenses	~~132,000~~	$	$103,004	~~184,077~~	$	184,077
~~Loans payable~~	Loans payable	~~24,253~~		24,253	~~24,253~~		24,253
~~Convertible notes payable - related parties~~	Convertible notes payable - related parties	-		-	~~61,800~~		61,800
~~Warrant liabilities~~	Warrant liabilities	~~44,400~~		53,985	~~63,000~~		63,000
~~Current liabilities from discontinued operations~~	Current liabilities from discontinued operations	~~544,533~~		544,533	~~544,533~~		544,533
~~Total current liabilities~~		~~745,186~~Total current liabilities		725,775	~~877,663~~		877,663
~~Convertible notes payable, noncurrent - related parties~~	Convertible notes payable, noncurrent - related parties	~~295,946~~		424,646	~~85,946~~		85,946
Total liabilities		~~1,041,132~~		1,150,421	~~963,609~~		963,609
~~Commitments and contingencies (Note 9)~~	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
	Common stock, $0.001 par value, 250,000,000 shares authorized 73,310,489 shares issued, and 69,057,154 shares outstanding at January 31, 2026 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		)
	Treasury stock (4,253,335 shares held at January 31, 2026 and July 31, 2025)			(625,000	)		(625,000	)
~~Additional paid-in capital~~	Additional paid-in capital	~~31,715,220~~		31,715,220	~~31,653,420~~		31,653,420
~~Accumulated deficit~~	Accumulated deficit	~~(31,978,681~~	)	(32,131,561	~~(31,829,806~~)		)(31,829,806	)
Total Stockholder's Deficit		~~(815,150~~	)	(968,030	~~(728,075~~)		)(728,075	)
Total Liabilities and Stockholders' Deficit	$	~~225,982~~	$	$182,391	~~235,534~~	$	235,534

See accompanying notes to the unaudited condensed consolidated financial statements. 2

~~HAMMER TECHNOLOGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)~~2

		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 TECHNOLOGY HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to the unaudited condensed consolidated financial statements. 3

		For the Three Months Ended						For the Six Months Ended
		January 31,						January 31,
		2026			2025			2026			2025
Operating expenses
Selling, general and administrative expenses	$	108,199		$	176,928		$	242,231		$	363,487
Depreciation and amortization expense		31,075			170,647			62,150			339,674
Total operating expenses		139,274			347,575			304,381			703,161

Loss from operations		(139,274	)		(347,575	)		(304,381	)		(703,161	)

Other income (expense)
Interest expense		(4,021	)		-			(6,389	)		(152	)
Warrant adjustment to fair value		(9,585	)		67,737			9,015			10,800
Total other income (expense)		(13,606	)		67,737			2,626			10,648
Net loss from continuing operations before income taxes		(152,880	)		(279,838	)		(301,755	)		(692,513	)
Provision for income taxes		-			-			-			-
Net loss from continuing operations		(152,880	)		(279,838	)		(301,755	)		(692,513	)

Net loss from discontinued operations, after taxes
Net loss from discontinued operations		-			-			-			(23,264	)
Gain on disposal of subsidiaries		-			1,655,781			-			1,655,781
Total net income from discontinued operations, after taxes		-			1,655,781			-			1,632,517

Net (loss) income	$	(152,880	)	$	1,375,943		$	(301,755	)	$	940,004

Net loss from continuing operations per share, basic and diluted	$	0.00		$	(0.01	)	$	0.00		$	(0.01	)
Net income from discontinued operations per share, basic		-			0.03			-			0.03
Net income from discontinued operations per share, diluted	$	-		$	0.02		$	-		$	0.01
Total net income per share, basic and diluted	$	0.00		$	0.02		$	0.00		$	0.02

Weighted average number of common shares outstanding, basic		73,310,489			60,683,120			73,310,489			61,919,533
Weighted average number of common shares outstanding, diluted		73,310,489			75,119,164			73,310,489			120,225,094

~~HAMMER~~See ~~TECHNOLOGY~~accompanying ~~HOLDINGS~~notes ~~CORP.UNAUDITED~~to ~~CONDENSED~~the ~~CONSOLIDATED~~unaudited ~~STATEMENT~~condensed OFconsolidated ~~CHANGES~~financial ~~IN STOCKHOLDERS’ EQUITY (DEFICIT)(UNAUDITED)~~statements.

									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	)

~~See~~HAMMER ~~accompanying~~TECHNOLOGY ~~notes~~HOLDINGS toCORP.UNAUDITED ~~the~~CONDENSED ~~unaudited~~CONSOLIDATED ~~condensed~~STATEMENT ~~consolidated~~OF ~~financial~~CHANGES ~~statements.~~IN 4STOCKHOLDERS’ EQUITY (DEFICIT)

HAMMER TECHNOLOGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

									Additional					Total
	Common Stock			Treasury Stock					Paid-in		Accumulated			Stockholders'
	Shares		Amount	Shares		Amount			Capital		Deficit			Equity (Deficit)
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	)
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 loss	-		-						-		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	)

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	)
Net loss	-		-	-		-			-		(152,880	)		(152,880	)
Balance, January 31, 2026	73,310,489	$	73,311	4,253,335	$	(625,000	)	$	31,715,220	$	(32,131,561	)	$	(968,030	)

		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		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

~~See accompanying notes to the unaudited condensed consolidated financial statements. 5~~4

HAMMER TECHNOLOGY HOLDINGS CORP.~~NOTES TO~~ UNAUDITED CONDENSED CONSOLIDATED ~~FINANCIAL~~STATEMENTS ~~STATEMENTSOCTOBER~~OF ~~31,~~CASH ~~2025(Unaudited)~~FLOWS

		For the Six Months Ended January 31,
		2026			2025

Cash flows from operating activities:
Net loss from continuing operations	$	(301,755	)	$	(692,513	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		270			1,890
Amortization		61,880			337,784
Change in fair value of warrant liability		(9,015	)		(10,800	)
Changes in operating assets and liabilities:
Prepaid expenses		1,250			(5,000	)
Accounts payable and accrued expenses		(81,072	)		(128,697	)
Net cash used in operating activities:	$	(328,442	)	$	(497,336	)

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

Cash flows from financing activities:
Proceeds from related party convertible notes		338,700			1,175,806
Repayment of notes payable		-			(682,000	)
Net cash provided by financing activities:	$	338,700		$	493,806

Cash flows from discontinued operations:
Cash provided by operating activities - discontinued operations		-			1,636,827
Cash used in investing activities - discontinued operations		-			(1,691,958	)
Cash provided by financing activities - discontinued operations		-			14,080
Net cash used in discontinued operations:	$	-		$	(41,051	)

Net increase (decrease) in cash and cash equivalents		10,258			(44,581	)

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		28,312			29,552
Cash and cash equivalents from discontinued operations - end of period		-
Cash and cash equivalents at end of period	$	28,312		$	29,552

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:
Interest	$	-		$	108,549
Income Tax	$	-		$	-

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

See accompanying notes to the unaudited condensed consolidated financial statements.

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2026

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Technology Holdings Corp. (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure. Hammer Technology Holdings Corp (the "Company" or "Hammer") is incorporated in the state of Nevada. As of the filing of the accompanying financial statements, the Company had one wholly-owned active subsidiary, Hammerpay USA Ltd. Additionally, the Company had two wholly-owned inactive subsidiaries: Hammer Fiber Optics Investment Ltd., and Hammer Wireless (SL) Limited.

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

Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions. Hammerpay USA Ltd. owns the intellectual property critical to the operations of the Company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

Hammer Fiber Optics Investment Ltd ceased operations on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. During the year ended December 31, 2020, the Company's board of directors approved the discontinuation of the operations of the Company's subsidiary Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued and the Company shut down its operations in its Piscataway, NJ data center. Open Data Centers, LLC was dissolved on December 30, 2020. On July 31, 2023 the Company's board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the Company's data communications service in Sierra Leone. The operations were discontinued in March 2020 and all assets have been written down.

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper Networks, Inc. ("Viper") with the intention to sell the Company's telecommunications assets to Viper. The assets include 1st Point Communications LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 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 consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Principles of Consolidation

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

Use of estimates

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

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

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~~six months ended ~~October~~January 31, ~~2025~~2026 the Company incurred a net loss from continuing operations of $~~148~~301,~~875~~755, cash used in operating activities of $~~187~~328,~~226~~442, and $0no of revenue ~~generated~~was generated from continuing operations. As of ~~October~~January 31, ~~2025~~2026 the Company had a working capital deficiency of $~~704~~697,~~358~~463. 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 ~~October~~January 31, ~~2025~~2026 and July 31, 2025, the Company did not have any cash balances which exceeded the insured amounts.

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 consolidated statement of operations or the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:

Property and Equipment, net categories

Estimated Useful

Life

Computer and telecom equipment

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 ~~October~~January 31, ~~2025~~2026 and July 31, 2025, respectively.

Impairment of long-lived assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not recognize any impairment losses during the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025.

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

Intangible Assets

The Company's intangible assets with finite lives, including customer contracts and internal-use software, are amortized over their estimated useful lives. The Company assess all amortizable intangible assets and other long-lived assets for impairment whenever circumstances or changes suggest the asset's carrying amount may not be recoverable. If impairment indicators are present, the Company evaluates recoverability by comparing the carrying amount of the asset group to its anticipated net undiscounted cash flows. Should these cash flows be less than the carrying amount, the Company proceeds to determine the asset's fair value and record any necessary impairment. Each year, the Company also re-evaluates the useful life of these intangible assets to decide if adjustments to their remaining useful lives are warranted based on current events and conditions (Note 5 - Intangible Assets, Net).

Internal-Use Software

The Company capitalizes costs incurred in the development or acquisition of software for internal use in accordance with ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. Internal-use software is defined as software acquired, developed, or modified solely to meet the Company's internal needs, with no substantive plan to market the software externally.

Costs are capitalized during the application development stage, which begins once the preliminary project stage is complete and management commits to funding the project. Capitalized costs may include external direct costs of materials and services, payroll and payroll-related costs for employees directly associated with the project, and interest costs incurred during development. Costs incurred during the preliminary project stage (e.g., planning, feasibility studies, vendor selection) and the post-implementation/operation stage (e.g., training, maintenance, data conversion) are expensed as incurred.

Capitalized software costs are amortized on a straight-line basis over their estimated useful lives. The Company reviews the carrying value of internal-use software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Leases

The Company accounts for its lease contracts in accordance with the guidance in ASC 842. The Company determines if an arrangement is a lease at inception. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU asset or liability. As of ~~October~~January 31, ~~2025~~2026 and July 31, 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 ASC 606, "Revenue from Contracts with Customers" (Topic 606). This standard clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five -step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, credit losses, and other allowances based on its historical experience. The Company did not generate any revenues for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 or ~~2024~~2025.

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of October 31, 2025 and July 31, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

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 January 31, 2026 and July 31, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Warrants

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

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

Convertible Notes

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

Treasury Stock

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

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
	January 31, 2026	January 31, 2025
Warrants	300,000	300,000
Convertible Notes – Related Parties	-	12,529,495
Convertible Notes - Related Parties	3,145,526	2,481,600
Convertible Notes	~~2,666,180~~-	-
Total	23,~~966~~445,~~180~~526	122,~~829~~781,~~495~~600

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2026

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 STATEMENTSOCTOBER 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:

Fair Value Measurements at January 31, 2026 using:

October 31,2025

Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)

SignificantOtherObservableInputs(Level 2)

SignificantUnobservableInputs(Level 3)

January 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

4453,~~400~~985

			Fair Value Measurements at July 31, 2025 using:
		July 31, 2025	Quoted ~~Pricesin~~Prices ~~ActiveMarkets~~in ~~forIdentical~~Active Markets for Identical Assets (Level 1)	~~SignificantOtherObservableInputs~~Significant Other Observable Inputs (Level 2)	~~SignificantUnobservableInputs~~Significant Unobservable Inputs (Level 3)
Warrant Liabilities	$	63,000	-	-	63,000

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 ~~October~~January 31, ~~2025~~2026 and July 31, 2025:

		As of
		October 31, 2025			July 31, 2025
		January 31, 2026			July 31, 2025
Beginning Balance	$	63,000		$	18,000
Change in fair value of warrant liabilities		(189,~~600~~015	)		45,000
Ending Balance	$	4453,~~400~~985		$	63,000

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2026

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

		October 31, 2025		July 31, 2025
	January 31, 2026		July 31, 2025
Stock Price	$0.18	~~$0.15~~	$0.21	~~$0.21~~
Risk-free interest rates	3.79%	~~3.71%~~	3.96%	~~3.96%~~
Expected life (in years)	1.04	~~1.29~~	1.55	~~1.55~~
Expected volatility	776%	~~859%~~	1,228%	~~1,228%~~
Dividend yield	0%	0%	0%	0%

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This guidance requires entities to disclose more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales and selling, general and administrative expenses. Such guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, although early adoption is permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU.

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

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

NOTE 3 - DISCONTINUED OPERATIONS

The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Instruments - Discontinued Operations. Hammer Fiber Optics Investment Ltd ceased operations on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. Open Data Centers, LLC ceased operations at its sole location in Piscataway, NJ on May 1, 2020. Open Data Centers, LLC was dissolved on December 30, 2020. The divestiture of Hammer Fiber Optics Investments Ltd and Open Data Centers, LLC qualified for held-for-sale accounting and represent a strategic shift with a major effect on the Company's operations and financial results. Following the divestitures, the Company does not have any significant continuing involvement in the operations of Open Data Centers, LLC or Hammer Fiber Optics Investment Ltd. As a result, the divestitures met the criteria for reporting as a discontinued operation.

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper to sell the Company's telecommunications assets to Viper (the "Viper Sale"). The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 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 has no 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 fintech initiatives such as its mobile payments platform, instead of on telecommunication services. The financial results of the 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.

The following table represents the assets and liabilities of discontinued operations as of ~~October~~January 31, ~~2025~~2026 and July 31, 2025:

		October 31,		July 31,
		January 31,		July 31,
		2025		2025
		2026		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 following table represents the major components of the financial results of discontinued operations for the three months ended October 31, 2025 and 2024:

		For the Three Months Ended,
		October 31,
		2025		2024
Revenues	$	-	$	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 TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

The following table represents the major components of the financial results of discontinued operations for the six months ended January 31, 2026 and 2025:

		For the Three Months Ended,				For the Six Months Ended,
		January 31,				January 31,
		2026		2025		2026		2025

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	)
Gain on disposal of subsidiaries		-		1,655,781				1,655,781
Total other income (expense)		-		1,655,781		-		1,637,351

Net loss from discontinued operations before taxes		-		1,655,781		-		1,632,517
Provision for income taxes		-		-		-		-
Net loss from discontinued operations, after taxes	$	-	$	1,655,781	$	-	$	1,632,517

NOTE 4 - PROPERTY AND EQUIPMENT

As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, property and equipment consisted of the following:

		October 31,			July 31,
		January 31,			July 31,
		2025			2025		Life
		2026			2025		Life
Computer and telecom equipment	$	2,675		$	2,675		5 years
Less: Accumulated depreciation		(2,~~290~~425	)		(2,155	)
Total	$	~~385~~250		$	520

The company regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of January 31, 2026 and July 31, 2025, respectively. The Company recognized depreciation expense of $270 and $1,890 for the six months ended January 31, 2026 and 2025, respectively.

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

The company regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of October 31, 2025 and July 31, 2025, respectively. The Company recognized depreciation expense of $135 and $135 for the three months ended October 31, 2025 and 2024, respectively.

NOTE 5 - INTANGIBLE ASSETS, NET

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

			October 31, 2025						July 31, 2025
			January 31, 2026						July 31, 2025
	UsefulLife		GrossAmount		AccumulatedAmortization		Net Amount		GrossAmount		AccumulatedAmortization		Net Amount
	Useful Life		Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Customer contracts	7	$	-	$	-	$	-	$	-	$	-	$	-
Software	5		618,804		~~434~~464,~~035~~975		~~184~~153,~~769~~829		618,804		403,094		215,710
Total		$	618,804	$	~~434~~464,~~035~~975	$	~~184~~153,~~769~~829	$	618,804	$	403,094	$	215,710

In January 2022, the Company completed an asset acquisition and purchased a $3,862,657 customer contract intangible asset and a $387,843 software asset. The Company also capitalizes internal-use software development costs. During the ~~three~~Six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 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 $3061,~~940~~880 and $~~168~~337,~~892~~784 for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Estimated annual amortization expense for intangible assets is as follows:

Years
Remainder of 2026	$	9261,~~566~~626
2027		71,290
2028		18,011
2029		2,902
Thereafter		-
Total	$	~~184~~153,~~769~~829

NOTE 6 - LOANS PAYABLE

On 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~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 the Company incurred interest expense of $~~367~~734 and $~~367~~734, respectively, due to the promissory note. At ~~October~~January 31, ~~2025~~2026 and July 31, 2025 the Company had an outstanding accrued interest balance from the promissory note of $5,~~565~~932 and $5,199, respectively. As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, the balance of this note was $24,253. As of ~~October~~January 31, ~~2025~~2026 the promissory note was past due and in default.

As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, notes payable consisted of the following:

		October 31, 2025			July 31, 2025
		January 31, 2026			July 31, 2025
Notes payable	$	24,253		$	24,253
Less: current portion, net		(24,253	)		(24,253	)
Long-term notes payable, net	$	-		$	-

NOTE 7 - RELATED PARTY CONVERTIBLE DEBT

Related party convertible notes from continued operations

On August 22, 2019, the Company entered into a convertible note with Andrea Levitt, a related party, in the amount of $12,000. As of July 31, 2025 $4,500 of the 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 have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025. 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 $7,500. As of ~~October~~January 31, ~~2025~~2026 and July 31, 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 Andera Capital, LLC and Somerset Health Care Advisors, both of which are related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $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 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 six months ended January 31, 2026 and 2025. 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. On August 9, 2025 the convertible notes were forgiven by their holder. As the convertible notes' holders were related parties, the forgiveness was recorded as a capital contribution to additional paid-in capital of $18,000. As of January 31, 2026 the balances of each of these notes were $0. As of July 31, 2025 the balances of each of these notes were $12,000 and $6,000.

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

On ~~August~~April 2420, ~~2019~~2020, the Company entered into ~~two~~a convertible ~~notes~~note with ~~Andera~~Erik ~~Capital~~Levitt, ~~LLC~~a ~~and~~former ~~Somerset~~Chief ~~Health~~Financial ~~Care~~Officer ~~Advisors, both~~ of ~~which~~the ~~are~~Company, ~~related~~in ~~parties~~the ~~(who~~amount ~~were~~of ~~former partners in 1stPoint Communications~~$36,300 ~~LLC)~~with inan ~~the~~original ~~amounts~~maturity date of ~~$12,000~~April ~~and $6~~20,~~000~~ ~~respectively~~2024. ~~Both~~The ~~notes~~convertible ~~bear~~note bears interest at a rate of 6% annually. ~~and~~The ~~any~~convertible ~~interest~~note ~~may~~converts beat ~~accrued~~a as20% ~~either~~discount ~~cash~~to ormarket ~~stock~~on the date of the proposed conversion, at the option of the Company or lender. The interest and maturity ~~dates~~date on ~~these~~this ~~convertible~~note ~~notes~~ have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025. ~~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.~~ On August 9, 2025 the convertible ~~notes~~note ~~were~~was forgiven by ~~their~~its holder. As the holder of the convertible ~~notes'~~note ~~holders~~was ~~were~~a related ~~parties~~party, the forgiveness was recorded as a capital contribution to additional paid-in capital of $1836,~~000~~300. As of ~~October~~January 31, ~~2025~~2026 ~~the~~and ~~balances of each of these notes were $0. As of~~ July 31, 2025, the ~~balances~~balance of ~~each~~this ofconvertible ~~these~~note ~~notes~~was ~~were~~ $~~12,000~~0 and $636,~~000~~300, respectively.

On ~~April~~February 2026, ~~2020~~2021, the Company entered into a convertible note ~~with~~(the ~~Erik~~"February ~~Levitt,~~2021 aConvertible ~~former~~Note") ~~Chief~~with ~~Financial~~Michael ~~Officer~~Sevell, a Director of the Company, in the amount of $3625,~~300~~000. ~~with~~The annote ~~original~~bears interest at a rate of 6%, compounded monthly and payable upon repayment or conversion. The interest and maturity date of ~~April~~the ~~20,~~February ~~2024~~2021 Convertible Note have been waived by the lender. ~~The~~As ~~convertible~~a ~~note~~result, ~~bears~~the Company did not recognize any interest atexpense afrom ~~rate~~the ofFebruary 6%2021 ~~annually~~Convertible Note during the six months ended January 31, 2026 and 2025. 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~~note ~~and~~has ~~maturity~~been ~~date~~amended onseveral ~~this~~times, ~~note~~with ~~have~~an ~~been~~additional ~~waived~~$1,436,806 byloaned during the ~~lender~~year ended July 31, 2025. AsOn aMay ~~result~~24, 2025 the Company, ~~did~~Michael ~~not~~Sevell, ~~recognize~~and ~~any~~Caban ~~interest~~Global ~~expense~~Reach ~~from~~Private ~~this~~Equity ~~note~~LP ~~during~~("CGRPE") ~~the~~entered ~~three~~into ~~months~~an ~~ended~~Assignment ~~October~~and 31Assumption Agreement, ~~2025~~pursuant to which, Michael Sevell assigned to CGRPE the full balance of February 2021 Convertible Note. Michael Sevell and ~~2024~~Michael Cothill, two Directors of the Company, are both Directors of CGRPE. On ~~August~~May 926, 2025 the ~~convertible~~Company ~~note~~and ~~was~~CGRPE ~~forgiven~~entered byinto ~~its~~a ~~holder.~~debt Asexchange agreement (the ~~holder~~"exchange"), pursuant to which the entire principal balance of the ~~convertible~~February ~~note~~2021 Convertible Note was aforgiven ~~related~~in ~~party~~exchange for 10,154,542 ~~the~~shares ~~forgiveness~~of ~~was~~common ~~recorded~~stock as(Note 8 - Stockholders' Equity (Deficit)). As a ~~capital~~result, ~~contribution~~the Company recognized a loss on conversion of $974,836. Immediately prior to ~~additional~~the ~~paid-in~~exchange ~~capital~~the February 2021 Convertible Note had a principal balance of $362,~~300~~680,799. As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, the balance of this ~~convertible~~ note was $0 ~~and $36,300, respectively~~.

On ~~February~~May 262, ~~2021~~2025, the Company entered into a ~~convertible~~promissory note ~~(the~~agreement ("~~February~~May ~~2021~~2025 Convertible Note") with ~~Michael Sevell~~CGRPE, apursuant ~~Director~~to ofwhich ~~the~~CGRPE ~~Company,~~agreed into fund the ~~amount~~Company ofwith ~~$25,000.~~advances ~~The~~in ~~note~~an ~~bears~~open ~~interest~~loan ~~at a rate of 6%, compounded monthly and payable upon repayment or conversion~~facility. ~~The~~All ~~interest~~amounts ~~and~~lent ~~maturity~~to ~~date of~~ the ~~February~~Company ~~2021~~must ~~Convertible~~be ~~Note~~repaid ~~have been waived~~ by ~~the~~May ~~lender. As a result~~2, ~~the~~2028. ~~Company~~Interest ~~did~~accrues ~~not~~on ~~recognize any interest expense from~~ the ~~February~~May ~~2021~~2025 Convertible Note ~~during~~at ~~the~~a ~~three~~rate ~~months~~of ~~ended~~4% ~~October~~per ~~31, 2025 and 2024~~annum. The ~~convertible~~outstanding ~~note~~principal ~~converts~~may atbe aconverted ~~20%~~into ~~discount~~shares ~~to market on the date~~ of ~~the~~restricted ~~proposed~~common ~~conversion,~~stock at the option of the ~~Company~~related ~~or lender~~party. The ~~note~~conversion ~~has~~price ~~been~~is ~~amended~~equal ~~several~~to ~~times, with an additional $1,436,806 loaned during~~ the ~~year~~prevailing ~~ended~~market ~~July~~price ~~31,~~on ~~2025. On May 24, 2025~~ the ~~Company,~~date ~~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~~conversion ~~2021~~at ~~Convertible~~a ~~Note~~25% discount. ~~Michael~~As ~~Sevell and Michael Cothill, two Directors~~ of ~~the~~January ~~Company~~31, ~~are~~2026 ~~both~~and ~~Directors~~July ~~of CGRPE. On May 26~~31, 2025 the ~~Company~~outstanding ~~and~~balance ~~CGRPE~~due ~~entered into a debt exchange agreement (the "exchange"), pursuant~~ to ~~which~~ the ~~entire~~May ~~principal~~2025 ~~balance of the February 2021~~ Convertible ~~Note~~note was ~~forgiven~~$424,646 inand ~~exchange for 10~~$85,~~154~~946,~~542~~ ~~shares of common stock (Note 8 - Stockholders' Equity)~~respectively. AsThe ~~a result, the~~ Company recognized ainterest ~~loss~~expense ~~on conversion~~ of $~~974~~5,~~836.~~655 ~~Immediately~~due ~~prior~~ to the ~~exchange~~May ~~the~~2025 ~~February 2021~~ Convertible ~~Note~~note ~~had~~during athe ~~principal~~six ~~balance~~months ofended ~~$2,680,799.~~January ~~As of October~~ 31, ~~2025 and July 31, 2025, the balance of this note was $0~~2026.

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~~January 31, ~~2025~~2026 and July 31, 2025 ~~the outstanding balance due to the May 2025 Convertible note was $295~~,~~946~~ ~~and~~related ~~$85,946,~~parties ~~respectively.~~convertible ~~The~~debt ~~Company~~consisted ~~recognized interest expense~~ of ~~$2,001 due to~~ the ~~May 2025 Convertible note during the three months ended October 31, 2025.~~following:

As of October 31, 2025 and July 31, 2025, related parties convertible debt consisted of the following:

		January 31, 2026		July 31, 2025
Convertible notes payable - related parties	$	424,646	$	147,746
Less: current portion, net		-		(61,800	)
Long-term convertible notes payable - related parties, net	$	424,646	$	85,946

		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

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company's Board of Directors. As of ~~October~~January 31, ~~2025~~2026 and July 31, 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 STATEMENTSOCTOBER 31, 2025(Unaudited)

Treasury Stock

On November 1, 2024, the Viper Sale closed. As a result the Company sold its telecommunications assets to Viper, including 1st Point Communications LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 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 3 - Discontinued Operations). The treasury stock from the Viper Sale was recorded at $0.25 per share, resulting in a total value of $625,000.

HAMMER TECHNOLOGY HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2026

The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock. Repurchases are reflected as reductions of stockholders' equity at cost.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. As of ~~October~~January 31, ~~2025~~2026 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.

NOTE 10 - WARRANTS

In February 2022, the Company and Mast Hill Fund, L.P. (“"Mast”") signed a Security Purchase Agreement (the “"Mast SPA”"). Pursuant to the Mast SPA the Company also agreed to issue Mast (i) a common stock purchase warrant to purchase 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 anniversary of issuance.

The Company determined the Mast First Warrant should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the warrant agreement, which includes a change in control. The Mast Second Warrant was evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants were classified as liabilities. On August 14, 2024 the Company and Mast Hill agreed to extinguish the Mast Second Warrant.

On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for 75,000 shares of the Company's common stock in conjunction with 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 and pursuant to ASC 480 the warrants are classified as 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 $3.00 per share. The warrants were evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants are classified as liabilities.

Total outstanding warrant liabilities of the disclosed above are $4453,~~400~~985 and $63,000 as of ~~October~~January 31, ~~2025~~2026, and July 31, 2025, respectively.

The following schedule summarizes the changes in the Company's common stock warrants during the six months ended January 31, 2026 and 2025:

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

The following schedule summarizes the changes in the Company's common stock warrants during the three months ended October 31, 2025 and 2024:

					Weighted
				Weighted	Average
				Average	Contractual
	Number of			Exercise	Term
	Warrants			Price	(Years)
Balance outstanding at July 31, 2024
Granted	450,000		$	2.25	2.54
Exercised	-			-	-
Expired/Canceled	(150,000	)		1.50	-
Balance outstanding at January 31, 2025	300,000			2.63	2.04
Exercisable at January 31, 2025	300,000			2.63	2.04

Balance outstanding at July 31, 2025	300,000		$	2.63	1.54
Granted	-			-	-
Exercised	-			-	-
Expired/Canceled	-			-	-
Balance outstanding at January 31, 2026	300,000		$	2.63	1.04
Exercisable at January 31, 2026	300,000		$	2.63	1.04

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

The fair values of the warrant liabilities as of January 31, 2026 and July 31, 2025 were estimated using Black-Scholes option-pricing model with the following assumptions:

The fair values of the warrant liabilities as of October 31, 2025 and July 31, 2025 were estimated using Black-Scholes option-pricing model with the following assumptions:

	January 31,	July 31,
	2026	2025
Exercise Price	$1.50 - $3.00	$1.50 - $3.00
Risk-free interest rates	3.79%	3.96%
Expected life (in years)	1.04	1.55
Expected volatility	776%	1,228%
Dividend yield	0%	0%

	October 31,	July 31,
	2025	2025
Exercise Price	$1.50 - $3.00	$1.50 - $3.00
Risk-free interest rates	3.71%	3.96%
Expected life (in years)	1.29	1.55
Expected volatility	859%	1,228%
Dividend yield	0%	0%

NOTE 11 - SEGMENT REPORTING

The Company operates in one operating segment, and therefore one reportable segment, focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world.

The accounting policies for the Company's single operating segment are the same as those described in the summary of significant accounting policies. The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The CODM manages the Company's business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net loss from continuing operations to allocate resources, and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The following is a summary of the significant revenue and expense categories, and consolidated net loss from continuing operations provided to the CODM:

		For the Three Months Ended,						For the Six Months Ended,
		October 31,
		January 31,						January 31,
		2025			2024
		2026			2025			2026			2025
Revenues	$	-		$	-		$	-		$	-
Less: Significant and other segment expenses
Selling, general and administrative expenses		(~~134~~108,~~032~~199	)		(~~186~~176,~~559~~928	)		(242,231	)		(363,487	)
Depreciation and amortization expense		(31,075	)		(~~169~~170,~~027~~647	)		(62,150	)		(339,674	)
Interest expense		(24,~~368~~021	)		~~(152~~-	)		(6,389	)		(152	)
Change in fair value of warrant liability		18(9,~~600~~585	)		~~(56~~67,~~937~~737	)		9,015			10,800
Net loss from continuing operations	$	(148,875	)	$	(412,675	)
Loss on conversion of debt		-			-			-			-
Net loss from continuing operations	$	(152,880	)	$	(279,838	)	$	(301,755	)	$	(692,513	)

HAMMER TECHNOLOGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~STATEMENTSOCTOBER~~STATEMENTSJANUARY 31, ~~2025(Unaudited)~~2026

NOTE 12 - SUBSEQUENT EVENTS

Between ~~November~~February 1, ~~2025~~2026 and ~~November~~February 1927 2026, ~~2025~~ the Company received $5523,~~000~~500 in proceeds pursuant to the May 2025 Convertible Note (Note 7 - Related Party Convertible Debt).

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

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

Overview

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

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

Recent Developments

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

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

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

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

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

For the Three Months Ended January 31, 2026 Compared to the Three Months Ended January 31, 2025

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.

		2026		2025		$ Change		% Change
Selling, general and administrative expenses		108,199		176,928		(68,729	)	(38.85)%
Depreciation and amortization expense		31,075		170,647		(139,572	)	(81.79)%
Total operating expenses	$	139,274	$	347,575	$	(208,301	)	(59.93)%

~~During~~Net revenues for the three months ended ~~October~~January 31, ~~2025,~~2026 weand ~~incurred~~2025 ~~total~~were ~~operating expenses of~~ $~~165,107 compared with $355,586, a decrease of approximately $190,479 or 54%, for the comparable period ended October 31, 2024~~0. ~~The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense.~~ We ~~fully~~did ~~impaired~~not ~~our~~generate ~~customer~~any ~~contract~~revenues ~~asset~~ during the three months ended ~~July~~January 31, ~~2025~~2026 ~~which~~as ~~resulted~~our inmobile apayments ~~decrease~~platform inhad ~~intangible~~not ~~asset~~yet ~~amortization~~launched.

WeDuring ~~had~~the athree ~~decrease~~months inended ~~selling~~January 31, ~~general~~2026, ~~and~~we ~~administrative~~incurred ~~expense~~total operating expenses of $52139,~~527~~274 compared with $347,575, a decrease of approximately $208,301 or 2860%, for the ~~three~~comparable ~~months~~period ended ~~October~~January 31, 2025. ~~compared~~The todecrease in operating expenses is primarily the ~~three~~result ~~months~~of ~~ended~~decreased ~~October~~depreciation ~~31,~~and ~~2024~~amortization expenses. ~~The~~We ~~decrease~~fully inimpaired ~~selling,~~our ~~general~~customer ~~and~~contract ~~administrative~~asset ~~expense~~during isthe ~~due~~year ~~primarily~~ended toJuly 31, 2025 which resulted in a decrease in ~~professional~~intangible ~~expense~~asset ofamortization. ~~$43~~Additionally,~~361~~ Selling, general and aadministrative ~~decrease~~expenses inwere ~~corporate~~higher ~~and~~during ITthe ~~expense~~three ofmonths $9ended January 31,~~419,~~ ~~offset~~2025 byprimarily andue ~~insignificant~~to ~~increase~~expenses inassociated ~~rent~~with ~~expense~~the launch of ~~$253~~our HammerPay software.

We ~~recorded~~had ~~depreciation~~a decrease in selling, general and ~~amortization~~administrative expense of $3168,~~075~~729 ~~and~~or ~~$169,027~~39% ~~during~~for the three months ended ~~October~~January 31, ~~2025~~2026 ~~and~~compared ~~2024,~~to ~~respectively. Our depreciation and amortization expense for~~ the three months ended ~~October~~January 31, 2025. ~~was~~The ~~composed~~decrease ofin ~~amortization of the software asset of $30~~selling,~~940,~~ ~~and~~general ~~depreciation of property~~ and ~~equipment~~administrative ~~of $135. Our depreciation and amortization~~ expense ~~for~~is ~~the~~due ~~three~~primarily ~~months~~to ~~ended~~a ~~October~~decrease ~~31,~~in ~~2024~~professional ~~was~~fees ~~composed~~ of ~~amortization of the customer contract asset of~~ $~~137~~31,~~952~~847, ~~amortization~~a ofdecrease ~~the~~in ~~software~~corporate ~~asset~~and IT expense of $3036,~~940~~434, and ~~depreciation~~a ofdecrease ~~property~~in ~~and~~rent ~~equipment~~expense of $~~135~~449.

		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)%

We recorded depreciation and amortization expense of $31,075 and $170,647 during the three months ended January 31, 2026 and 2025, respectively. Our depreciation and amortization expense for the three months ended January 31, 2026 was composed of amortization of the software asset of $30,941, and depreciation of property and equipment of $135. Our depreciation and amortization expense for the three months ended January 31, 2025 was composed primarily of amortization of the customer contract asset of $168,892.

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

		January 31, 2026			January 31, 2025		$ Change		% Change
Other income (expense)
Interest expense	$	(4,021	)	$	-	$	(4,021	)	100.00%
Gain (loss) on change in fair value of warrant liability		(9,585	)		67,737		(77,322	)	(114.15)%
Total other income (expense)	$	(13,606	)	$	67,737	$	(81,343	)	(120.08)%

During the three months ended ~~October~~January 31, ~~2025~~2026, we recorded atotal ~~net~~other ~~loss~~expense ~~from continuing operations~~ of $~~148~~13,~~875,~~606 ~~compared~~primarily toconsisting of a ~~net~~ loss ~~from~~on ~~continuing~~the ~~operations~~change in fair value of warrant liability of $~~412~~9,~~675~~585; ~~from~~and interest expense of $4,021. During the three months ended ~~October~~January 31, ~~2024.~~2025 ~~The~~we ~~decrease~~incurred intotal ~~net~~other ~~loss~~income ~~from~~of ~~continuing~~$67,737 ~~operations~~consisting ~~is due~~ primarily toof athe ~~large~~loss ~~decrease~~on change in ~~our~~fair ~~operating~~value ~~expenses~~of warrant liability of $67,737.

During the three months ended January 31, 2026 we recorded a net loss from continuing operations of $152,880, compared to a net loss from continuing operations of $279,838 for the three months ended January 31, 2025. The increase was primarily due to a significant increase in operating expenses in the second quarter of 2025 due to the launch of our HammerPay software, which impacted results in the prior-year period.

For the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025

		2026		2025		$ Change		% Change
Selling, general and administrative expenses		242,231		363,487		(121,256	)	(33.36)%
Depreciation and amortization expense		62,150		339,674		(277,524	)	(81.70)%
Total operating expenses	$	304,381	$	703,161	$	(398,780	)	(56.71)%

Net revenues for the six months ended January 31, 2026 and 2025 were $0. We did not generate any revenues during the six months ended January 31, 2026 as our mobile payments platform had not yet launched.

During the six months ended January 31, 2026, we incurred total operating expenses of $304,381 compared with $703,161, a decrease of approximately $398, 780 or 57%, for the comparable period ended January 31, 2025. The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense. We fully impaired our customer contract asset during the year ended July 31, 2025 which resulted in a decrease in intangible asset amortization. Additionally, Selling, general and administrative expenses were higher during the six months ended January 31, 2025 primarily due to expenses associated with the launch of our HammerPay software.

We had a decrease in selling, general and administrative expense of $121,256 or 33% for the six months ended January 31, 2026 compared to the six months ended January 31, 2025. The decrease in selling, general and administrative expense is due primarily to a decrease in professional fees of $77,084, a decrease in Corporate and IT expense of $43,976, and a decrease in rent expense of $196.

We recorded depreciation and amortization expense of $62,150 and $339,674 during the six months ended January 31, 2026 and 2025, respectively. Our depreciation and amortization expense for the six months ended January 31, 2026 was composed of amortization of the software asset of $61,880, and depreciation of property and equipment of $270. Our depreciation and amortization expense for the six months ended January 31, 2025 was composed primarily of amortization of the customer contract asset of $337,784.

		January 31, 2026			January 31, 2025			$ Change		% Change
Other income (expense)
Interest expense	$	(6,389	)	$	(152	)	$	(6,237	)	4,103.29%
Gain (loss) on change in fair value of warrant liability		9,015			10,800			(1,785	)	(16.53)%
Total other income (expense)	$	2,626		$	10,648		$	(8,022	)	(75.34)%

During the six months ended January 31, 2026, we recorded total other income of $2,626 primarily consisting of a gain on the change in fair value of warrant liability of $9,015; offset by interest expense of $6,389. During the six months ended January 31, 2025 we incurred total other expense of $10,648 consisting primarily of the loss on change in fair value of warrant liability of $10,800 and interest expense of $152.

During the six months ended January 31, 2026 we recorded a net loss from continuing operations of $301,755, compared to a net loss from continuing operations of $692,513 from the six months ended January 31, 2025. The decrease in net loss from continuing operations is due primarily to a large decrease in our operating expenses.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of ~~October~~January 31, ~~2025~~2026, we had $4028,~~828~~312 in cash compared to $18,054 at July 31, 2025, an increase of $2210,~~774~~258.

As of ~~October~~January 31, ~~2025~~2026, we had total current assets of $4028,~~828~~312 and total current liabilities of $~~745~~725,~~186~~775, or negative working capital of $~~704~~697,~~358~~463, compared to total current assets of $19,304 and total current liabilities of $877,~~663~~633, or negative working capital of $858,359 as of July 31, 2025. This is an increase in working capital of $~~154~~160,~~001~~896 driven primarily by a decrease in accounts payable and accrued expenses, and a decrease in the current liabilities from related party convertible notes payable.

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

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

See the analysis below of the cash flow statement for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 for further details pertaining to liquidity.

		2025			2024			$ Change
		2026			2025			$ Change
Net cash used in operating activities - continuing operations	$	(~~187~~328,~~226~~442	)	$	(~~320~~497,~~837~~336	)	$	~~133~~168,~~611~~894
Net cash used in investing activities - continuing operation		-			-			-
Net cash provided by financing activities - continuing operations		~~210~~338,~~000~~700			~~313~~493,806			(~~103~~155,~~806~~106	)
Net cash used in operating activities - discontinued operations		-			(18,954	)		18,954
Net cash provided by operating activities - discontinued operations		-			1,636,827			1,636,827
Net cash used in investing activities - discontinued operations		-			(1,~~449~~691,958	)		(1,~~449~~691,958	)
Net cash provided by financing activities - discontinued operations		-			14,080			(14,080	)
Net increase (decrease) in cash and cash equivalents	$	2210,~~774~~258		$	(1344,~~354~~581	)	$	1354,~~354~~839

Cash Flow from Continuing Operating Activities

During the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 the cash used in operating activities from continuing operations was $~~187~~328,~~226~~442. The cash used in operating activities was primarily the result of ~~the~~a decrease in accounts ~~payable~~payables ~~and accrued expenses~~ of $5281,~~076~~072, and the net loss from continuing operations of $~~148~~301,~~875, offset primarily by amortization of $30,940~~755.

During the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 the cash used in operating ~~expenses~~activities from continuing operations was $~~320~~497,~~837~~336. The cash used byin operating ~~expenses~~activities was primarily the result of aamortization ~~net~~expense ~~loss from continuing operations~~ of $~~412~~337,~~675~~784, ~~and~~a ~~the~~ decrease in accounts payable and accrued expenses of $~~129~~128,~~126~~697, ~~offset primarily by amortization of $168,892~~ and the ~~change~~net inloss ~~fair~~from ~~value~~continuing ofoperations ~~warrant liabilities~~ of $56692,~~937~~513.

Cash Flow from Continuing Investing Activities

We did not have cash flows from investing activities from continuing operations for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025.

Cash Flow from Continuing Financing Activities

During the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, we had cash provided by financing activities from continuing operations of $~~210~~338,~~000~~700. 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 $682,000.20

During the six months ended January 31, 2025, cash flow provided by financing activities was $493,806. The cash provided by financing activities was primarily the result of proceeds from related party convertible notes payable of $1,175,806 offset by the repayment of convertible notes payable of $682,000.

Going Concern

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, the Company incurred a net loss from continuing operations of $~~148~~301,~~875~~755, cash used in operating activities of $~~187~~328,~~226~~442, and $0 of revenue generated from continuing operations. As of ~~October~~January 31, ~~2025~~2026, the Company had a working capital deficiency of $~~704~~697,~~358~~463. As of ~~October~~January 31, ~~2025~~2026, substantial doubt existed as to the Company's ability to continue as a going concern as a result of these factors. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Future Financings

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

Critical Accounting Policies

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

Warrant Fair Value

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

Intangible Assets

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

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

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

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

At the end of the period covered by this Quarterly Report, we conducted an evaluation under the supervision and with the participation of our Principal Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that, as of ~~October~~January 31, ~~2025~~2026, the disclosure controls and procedures of our Company were not effective. Specifically, this is due to an inherent staffing limitation to properly segregate duties and provide adequate monitoring during the process leading to and including the preparation of the consolidated financial statements.

Limitations on Effectiveness of Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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))
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*	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

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

SIGNATURES

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

	HAMMER TECHNOLOGY HOLDINGS CORP.
Date: December 15, 2025	/s/ Michael Cothill
Date: March 17, 2026	/s/ Michael Cothill
	Michael P. Cothill
	Principal Executive Officer
Date: December 15, 2025	/s/ Mark Stogdill
Date: March 17, 2026	/s/ Mark Stogdill
	Mark Stogdill
	Principal Financial Officer

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