What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-05-08 · 463 added, 527 removed, 412 unchanged (71% of the section changed)

1 unchanged sentence

July 31, 2023 and 2022

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms F-1

Consolidated Balance Sheets F-2

Consolidated Statements of Operations F-3

Consolidated Statements of Changes in Stockholders' Equity F-4

Consolidated Statements of Cash Flows F-5

Notes to Consolidated Financial Statements F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Hammer Fiber Optics Holding Corp

To the Board of Directors and Shareholders of Hammer Fiber Optics Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hammer Fiber Optics Holding Corp (“the Company”) as of July 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2023, and the related notes (collectively referred to as the financial statements).

We have audited the accompanying consolidated balance sheets of Hammer Fiber Optics Holdings Corp.

(“the Company”) as of July 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 4 to the financial statements, the Company has consistently sustained losses since inception.

This factor, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to this matter is also described in Note 4.

As discussed in Note 4 to the financial statements, the Company has consistently sustained losses since its inception.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 4.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of a Matter – Restatement of Previously Issued Financial Statements

As discussed in Note 5 to the financial statements, the Company has restated its previously issued financial statements for the years ended July 31, 2023 and 2022, as the Company performed an evaluation of its accounting in relation to intangible assets subject to amortization, and updated the allowance for uncollectible accounts to conform to the guidance in ASU No.

Our opinion on the financial statements as of July 31, 2023 and 2022 is not modified with respect to this matter.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Convertible Notes Payable and Related Transactions — Refer to Notes 10, 12, and 16 to the financial statements.

Critical Audit Matter Description

The company has issued convertible notes during 2023 and 2022 with related incentives consisting of warrants and common stock.

These financing transactions required auditor judgement regarding the appropriateness of the accounting and subjectivity in relation to valuation these financing transactions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the Company’s accounting for the notes payable, including management’s judgements and inputs related to the fair value of the incentives, included the following, among others:

Substantive detail testing to evaluate the accuracy and completeness of the recorded convertible notes.

Development of an independent fair value assessment and compared our estimates to management’s estimates.

Evaluated management’s conclusions regarding the accounting treatment applied to the convertible notes and related transactions.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

Fruci & Associates II, PLLC - PCAOB ID #0 5525

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Spokane, Washington

February 14, 2024

Hammer Fiber Optics Holdings Corp.

February 4, 2025, except for certain items disclosed in Note 18,

as to which the date is February 18, 2025

Hammer Technology Holdings Corp.

Consolidated Balance Sheets

(as restated)

Current Assets

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Accounts payable and accrued expenses

Loans payable

Notes payable

Convertible notes payable, net

Convertible notes payable - related parties

Warrant Liabilities

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Stockholders' Equity (Deficit)

Common stock, $ 0.001 par value, 250,000,000 shares authorized

62,205,947 and 61,565,851 shares issued;

60,452,612 and 59,812,506 shares

outstanding at July 31, 2023 and 2022, respectively

Common stock, $ 0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,841 shares issued;

60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively

Additional paid-in capital

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Total Liabilities and Stockholders' Equity (Deficit)

See accompanying notes to consolidated financial statements.

Hammer Fiber Optics Holdings Corp

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

Hammer Technology Holdings Corp

Consolidated Statements of Operations

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(as restated)

Costs and expenses:

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Interest expense

Impairment expense

Warrant financing expense

Financing expenses

Warrant adjustment to Fair Value

Change in fair value of warrant liabilities

Other expenses

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Discontinued operations

See accompanying notes to consolidated statements.

Hammer Fiber Optics Holdings Corp.

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

Hammer Technology Holdings Corp.

Consolidated Statement of Stockholders' Equity (Deficit)

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Debt conversion shares issued

Balance, July 31, 2023

Net loss (as restated)

Balance, July 31, 2023 (as restated)

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

Hammer Fiber Optics Holdings Corp

Hammer Technology Holdings Corp

Consolidated Statements of Cash Flows

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(as restated)

CASH FLOWS FROM OPERATING ACTIVITIES

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Non-cash interest expense

Writedown of intangible assets

Write-down of intangible assets

Changes in operating assets and liabilities:

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Cash, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS ACTIVITIES:

Cash paid for interest

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

HAMMER FIBER OPTICS HOLDINGS CORP.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 1 - ORGANIZATION AND DESCRIPTION BUSINESS

Hammer Fiber Optics 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 (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure.

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.

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On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.

On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Hammer Fiber Optics Investments, Ltd., a Delaware corporation ("HFOI"), and the controlling stockholders of HFOI (the "HFOI Shareholders").Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the "HFOI Shares") and in exchange, the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the "HMMR Shares").As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company.

As a result of the Share Exchange Agreement, HFOI shall become a wholly owned subsidiary of the Company.

On April 13, 2016, the Board of Directors (BOD) approved a Plan of Merger (the "Plan of Merger") under Nevada Revised Statuses (NRS) Section 92A.180 to merge (the "Merger") with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings Inc.

to Hammer Fiber Optics Holdings Corp.

The Plan of Merger also provided for a 1 for 1,000 exchange ratio for shareholders of both the Company and the HRO Holdings, which had the effect of a 1 for 1,000 reverse split of the common stock.

to Hammer Technology Holdings Corp.

The Plan of Merger also provides for a 1 for 1,000 exchange ratios for shareholders of both the Company and the HRO Holdings, which had the effect of a 1 for 1,000 reverse split of the common stock.

Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to Financial Industry Regulatory Authority (the "FINRA") for its review and approval.

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Accordingly, thereafter, the Company's name was changed, and the shares of common stock began trading under new ticker symbol "HMMR" as of May 27, 2016.

The merger was effected on July 19, 2016.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

The merger was effective on July 19, 2016.

In 2016 Hammer Fiber Optics Investments Ltd deployed its first beta network in Atlantic County, New Jersey.

The network used a spectrum license agreement from Straightpath Communications, LLC.

On January 17, 2018 Verizon Communications, LLC purchased Straightpath Communications, LLC and on July 14, 2018, Verizon terminated the spectrum license agreement effective October 31, 2018, despite communications that it would continue to honor the agreement.

On October 31, 2018, the Company ceased operations of the network in Atlantic County and subsequently classified the subsidiary as a discontinued operation.

NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER (CONTINUED)

On September 11, 2018, our board of directors approved stock purchase agreements with 1stPoint Communications LLC and its subsidiaries, Endstream Communications LLC, Open Data Centers LLC and Shelcomm Inc.

for the acquisition of all of the equity of the entities.

In 2016 Hammer Fiber Optics Investments Ltd deployed its first beta network in Atlantic County, New Jersey.

The network used a spectrum license agreement from Straightpath Communications, LLC.

On October 31, 2018, the Company ceased operations of the network in Atlantic County and subsequently classified the subsidiary as a discontinued operation.

On November 1, 2018, The Company acquired Open Data Centers, LLC, 1stPoint Communications LLC and its subsidiaries.

1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license.

The companies operate a data center facility in Piscataway, New Jersey.

The acquisition of 1stPoint Communications, LLC, Open Data Centers, LLC and Shelcomm, Inc.

closed on November 1, 2018.

The acquisition of Endstream Communications, LLC closed on December 17, 2018.

The companies operate data center facilities in Piscataway, New Jersey and Homewood Alabama.

On December 17, 2018, the Company closed the acquisition Endstream Communications, LLC, a wholesale voice operator in the United States.

On January 29, 2019, our board of directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity.

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The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.

On October 19, 2021 our board of directors approved a name change from Hammer Fiber Optics Holdings Corp to Hammer Technology Holdings Corp.

On October 25, 2021, our board of directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent ( 100 %) of its stock.

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Actual results could differ from those estimates.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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Property and equipment

Property and equipment is stated at cost less accumulated depreciation.

Depreciation is provided for on a straight-line basis over the useful lives of the assets.

For network service equipment, and furniture and fixtures, the useful life is ten and five years , respectively.

Leasehold Improvements are depreciated over six years .

Property and equipment are stated at cost less accumulated depreciation.

Depreciation is recorded on a straight-line basis over the useful lives of the assets.

For furniture and fixtures, the useful life is ten and five years , leasehold improvements are depreciated over their respective lease terms.

Expenditures for additions and improvements are capitalized.

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If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

The Company has not recognized impairment losses for any long-lived assets.

Notes Receivable

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment.

Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty is more likely than not to default.

Indefinite lived intangible assets

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate.

If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value.

The Company has not recorded any related impairment losses.

The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired.

The Company has not recorded any related impairment losses.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company has not recognized any related impairment losses.

Intangible Assets

Our intangible assets with finite lives, including customer lists and internal-use software, are amortized over their estimated useful lives.

We 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, we evaluate 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, we proceed to determine the asset's fair value and record any necessary impairment.

Each year, we also re-evaluate the useful life of these intangible assets to decide if adjustments to their remaining useful lives are warranted based on current events and conditions.

The Company recognized intangible asset impairment charges of $ 0 and $ 2,959,286 during the years ended July 31, 2023 and 2022, respectively.

As of July 31, 2023, the Company had a total of $ 3,418,793 of net intangible assets with finite useful lives, which consisted of customer contracts of $ 2,991,858 and internal-use software in the aggregate of $ 426,935 .

As of July 31, 2022, the Company had a total of $ 4,134,245 of net intangible assets with finite useful lives, which consisted of customer contracts of $ 3,543,666 and internal-use software in the aggregate of $ 590,576 .

Revenue recognition

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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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct.

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Revenues are recognized in the period in which the services are delivered.

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.

Accounts Receivable

On August 1, 2023, the Company adopted ASC 326, " Financial Instruments - Credit Losses ".

In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make the required payments (current expected losses).

The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers.

Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts.

Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs.

As of July 31, 2023 and 2022, the Company's allowance for estimated uncollectible amounts was $ 120,713 and $ 98,900 .

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes." The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

As of July 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair value measurements

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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.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

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 are approximate their fair value.

Warrants are valued at Level 3.

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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements

Fair Value Measurements at July 31, 2023

Quoted Prices

Identical Assets

Fair Value Measurements at July 31, 2023 using:

July 31, 2023

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

Inputs (Level 2)

Warrant Liabilities

Fair Value Measurements at July 31, 2022

Quoted Prices

Identical Assets

Fair Value Measurements at July 31, 2022 using:

July 31, 2022

Quoted Prices in

Active Markets

for Identical

Warrant Liabilities

3 unchanged sentences

July 31, 2022

Balance, January 1

Beginning Balance

Change in fair value of derivative liabilities

Balance, December 31

Ending Balance, July 31

Consolidation of financial statements

Hammer Fiber Optics Holdings Corp.

is the parent company and sole shareholder of Hammer Wireless Corporation, Hammer Fiber Optic Investments Ltd, 1stPoint Communications, LLC, Endstream Communications, LLC, Shelcomm, Inc., American Network, Inc.

and HammerPay [USA], Inc.

The company is also the beneficial owner of Hammer Wireless SL.

The financial statements for Hammer Fiber Optics Holdings Corp.

and its subsidiaries are reported on a consolidated basis.

Hammer Technology Holdings Corp.

is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries (which includes Shelcomm, Inc), Endstream Communications, LLC, American Network, Inc.

and HammerPay [USA], Ltd.

The financial statements for Hammer Technology Holdings Corp.

and its wholly-owned subsidiaries are reported on a consolidated basis.

All significant intercompany accounts and transactions have been eliminated.

Hammer Fiber Optics Investments, Ltd and Open Data Centers, LLC and Hammer Wireless (SL) Ltd have been discontinued and are reported on a summarized basis in consolidation.

Its subsidiaries, Hammer Fiber Optics Investments, Ltd., Hammer Wireless - SL, Ltd., and its former subsidiary Open Data Centers, LLC, are discontinued and are considered discontinued operations.

Open Data Centers was dissolved on December 30, 2020.

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The Company has one operating segment.

Basic and Diluted Earnings (Loss) per Common Share

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currency translation and other comprehensive loss

We transact business in various foreign currencies including the Euro and the Leone.

In general, The functional currency of Hammer Wireless - SL, Ltd., the Company's Sierra Leone subsidiary, is the Sierra Leonean Leone.

Consequently, revenues and expenses of operations outside the United States are translated into USD Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates.

The effects of foreign currency translation adjustments amounted to approximately $ 54,000 and are reported in the Company's Consolidated Statement of Comprehensive Income (Loss) and Consolidated Statements of Stockholders' Equity (Deficit).

On July 31, 2023, the Board of Directors approved the discontinuation of the Hammer Wireless - SL, Ltd, subsidiary.

Prior period reclassifications

We have reclassified certain amounts in prior periods to conform with current year's presentation.

Notes payable, convertible notes payable, and convertible notes payable - related parties which were reported within loans payable on July 31, 2023 have been reclassified into their own lines within the consolidated balance sheet.

Basic and diluted loss per share

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year.

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The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.

Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company and the fact that the Company has a net loss for the periods presented.

As of July 31, 2023 and 2022, there were no common stock equivalents outstanding.

As of July 31, 2023 the Company had 600,000 shares of potentially dilutive warrants.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table sets forth the number of potential shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive for the years ended:

July 31, 2023

July 31, 2022

Convertible Promissory Notes

Convertible Promissory Notes - Related Parties

Recent accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses.

This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses.

The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments.

The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss.

The Company adopted this ASU on a prospective basis as of August 1, 2022, and the adoption of this guidance had no material impact on the consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related EPS guidance.

The Company adopted this ASU on a prospective basis as of August 1, 2023.

The Company is currently evaluating any impact the adoption of this ASU might have on its consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the financial statements to conform to the consolidated 2023 financial statement presentation.

Accounts Receivable

Accounts receivable are recorded at invoiced amount and generally do not bear interest.

An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts.

Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions.

The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends.

Allowances for doubtful accounts are determined based on assessing the Company's portfolio on an individual customer and on an overall basis.

This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company's customers.

The allowance for doubtful accounts was approximately $ 11,000 and $ 0 as of July 31, 2023 and 2022.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which significantly changes how entities will measure credit losses for most financial assets, including accounts receivable.

2016-13 will replace today's "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses.

On November 15, 2019, the FASB delayed the effective date of Topic 326 for certain small public companies and other private companies until fiscal years beginning after December 15, 2022, for SEC filers that are eligible to be smaller reporting companies under the SEC's definition, as well as private companies and not-for-profit entities.

In March 2022, the FASB issued ASU No.

2022-02, Financial Instruments-Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.

The guidance was issued as improvements to ASU No.

2016-13 described above.

The vintage disclosure changes require an entity to disclose current-period gross write-offs by year of origination for financing receivables.

The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.

On August 1, 2023, the Company adopted ASC 326, " Financial Instruments - Credit Losses ".

the adoption did not have a material impact on Company's consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, " Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity ' s Own Equity (Subtopic 815-40) " (" ASU 2020-06 ") .

The purpose of ASU 2020-06 is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (" GAAP ") for certain financial instruments with characteristics of liabilities and equity.

The amendments in ASU 2020-06 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2023.

Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020.

The Company adopted ASU 2020-06 on August 1, 2023, and the impact was considered immaterial on Company's consolidated financial statements.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods disclosures about a reportable segment's profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM).

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective for us for fiscal year ending July 31, 2025, and interim periods beginning in October 2025, with early adoption permitted.

We expect this ASU to only impact our disclosures, which will be made on a retrospective basis, with no impacts to our results of operations, cash flows and financial condition.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which focuses on the rate reconciliation and income taxes paid.

This ASU requires disclosure, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, the ASU requires disclosure of income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The new standard is effective for the Company for 2025, with early adoption permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.

We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

NOTE 4 - GOING CONCERN

6 unchanged sentences

The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the Company's filing of its Annual Report on Form 10-K for the year ended July 31, 2022, with the Securities and Exchange Commission on February 8, 2023, the Company performed an evaluation of its accounting in connection with warrants issued in conjunction with the February 11, 2022 Mast Hill Fund, L.P.

and February 17, 2022 Talos Victory Fund, L.P.

convertible notes.

Management determined that the Original Form 10-K does not give effect to $ 196,043 in expense and the issuance of warrant (the "Warrants") to purchase shares at a price between $ 1.50 and $ 3.00 per share of the common stock outstanding.

July 31, 2023 Restatement

Subsequent to the Company's filing of its Annual Report on Form 10-K for the year ended July 31, 2023, with the Securities and Exchange Commission on February 16, 2024, and amended on May 8, 2024, the Company performed an evaluation of its accounting in relation to intangible assets subject to amortization.

Management determined that the Original and Amended Form 10-K do not give effect to certain expenses identified.

Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below.

Upon review of the Company's previously filed 10-K, the following errors were discovered and recorded:

Certain intellectual property (platform software) for the HammerPay subsidiary has been reclassified as an intangible asset.

Financing expense associated with the two convertible notes have been accrued and amortized instead of expensed in accordance with ASC 470-20-25.

Warrants issued in conjunction with two convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03.

The Balance Sheet, Statement of Operations and Statement of Cash Flows has been adjusted to reflect the change in warrant financing expenses and expenses associated with the convertible notes.

Adjustments to the fair value of the warrants has been reflected as other income.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" has been modified to reflect the change in warrant financing expenses and expenses associated with the convertible notes.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

In accordance with ASU No.

2016-13, the Company has re-evaluated its measurement of credit losses pertaining to its accounts receivable and noted that its allowance for uncollectable accounts should be increased by $ 98,900 as of July 31, 2022.

The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2023.

The Company evaluated its intangible assets with indefinite lives as of July 31, 2023 and deemed it appropriate to impair all assets relating to the telecommunications industry that would be divested following the agreement with Viper Networks, as detailed in Note 2 and Note 18.

The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2023.

There has been no effect on the Statement of Operations, Statement of Changes in Stockholder Equity (Deficit), or the Statement of Cash Flows for the year ended July 31, 2023.

Amortization expense associated with two intangible assets, software and customer contracts, had not been amortized in accordance with ASC 350-30-35.

The Statement of Operations and the Statement of Cash Flows for the period ended July 31, 2023 have been updated to properly reflect the amortization expense of intangible assets.

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated balance sheets for the year ended July 31, 2023:

2 unchanged sentences

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Security deposits

2 unchanged sentences

Property and equipment, net

Intangible and other assets

Assets from Discontinued Operations

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Intangible assets, net

Current Liabilities

Accounts payable and accrued expenses

Loans payable

Notes payable

Convertible notes payable

Convertible notes payable - related parties

Warrant liabilities

Unissued Stock

Deferred revenue

Liabilities from Discontinued Operations

Current liabilities from discontinued operations

Total current liabilities

Total liabilities

Stockholders' Equity (Deficit)

Commitments and contingencies

Stockholders' Equity

Common stock, $ 0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,841 shares issued;

2 unchanged sentences

Accumulated deficit

Total Stockholder's Equity (Deficit)

Total Liabilities and Stockholders' Equity (Deficit)

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

Total Stockholder's Equity

Total Liabilities and Stockholders' Equity

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of operations for the year ended July 31, 2023:

(As Restated)

For the Year Ended

July 31, 2023

Costs and expenses:

6 unchanged sentences

Interest expense

Warrant financing expense

Financing expenses

Warrant adjustment to fair value

Financing expenses

Change in fair value of warrant liabilities

Other expenses

2 unchanged sentences

Income (loss) From Discontinued Operations

Net income (loss)

Weighted average number of common shares outstanding - basic and diluted

2 unchanged sentences

Discontinued operations

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flows for the year ended July 31, 2022:

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flow for the year ended July 31, 2023:

(As Restated)

2 unchanged sentences

Adjustments to reconcile net loss to net cash provided by operating activities:

Gain on loan forgiveness

Depreciation expense

Warrant adjustment to fair value

Non-cash expense

Noncash interest expense

Write-down of intangible assets

Changes in operating assets and liabilities:

4 unchanged sentences

Deferred revenue

Net cash provided by (used in) operating activities- continuing operations

Net cash used in operating activities - continuing operations

Net cash provided by (used in) operating activities - discontinued operations

Net cash provided by (used in) operating activities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

Purchase of licenses

Acquisition of customer contracts

Net cash provided by (used in) investing activities- continuing operations

Net cash provided by (used in) investing activities- discontinued operations

Net cash provided by (used in) investing activities

Net cash used in operating activities - continuing operations

Net cash used in operating activities - discontinued operations

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of loans

Proceeds from loans

Net cash provided by (used in) financing activities- continuing operations

Net cash provided by (used in) financing activities- discontinued operations

Net cash provided by (used in) financing activities

Repayment of notes payable

Proceeds from notes payable

Net cash provided by financing activities - continuing operations

Net cash provided by financing activities - discontinued operations

Net cash used in financing activities

Effect of foreign currency on cash

Net increase (decrease) in cash

4 unchanged sentences

Cash paid for taxes

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

Shares issued for debt conversion

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

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

(1) After reexamination of transactions that occurred in 2022, the Company has reclassified certain intellectual property (platform software) owned by subsidiary HammerPay from property, plant and equipment to intangible assets on its financial statements for the year ended July 31, 2022.

(2) During February 2022, the Company entered into two convertible notes that included warrants exercisable for five years .

Management determined that the original consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows amounts did not give effect to the issuance of warrants to purchase shares at a price between $ 1.50 and $ 3.00 per share of the common stock outstanding.

The Company recorded an additional expense of $ 196,043 in relation to the Warrant.

• Financing expense associated with these convertible notes have been accrued and amortized instead of expensed in accordance with ASC 470-20-25.

• The warrants issued in conjunction with the aforementioned February 2022 convertible notes have been valued in accordance with ASC 820-10 as clarified by ASU 2022-03 .

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

July 31, 2022 Restatement

Subsequent to the Company's filing of its Annual Report on Form 10-K for the year ended July 31, 2023, with the Securities and Exchange Commission on February 8, 2023 and amended on May 8, 2024, the Company performed an evaluation of its accounting in relation to intangible assets subject to amortization.

Management determined that the Original and Amended Form 10-K do not give effect to certain expenses identified.

Accordingly, the Company restates its consolidated financial statements in this Form 10-K as outlined further below.

Upon review of the Company's previously filed 10-K, the following errors were discovered and recorded:

In accordance with ASU No.

The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2022.

The Company evaluated its intangible assets with indefinite lives as of July 31, 2022 and deemed it appropriate to impair all assets relating to the telecommunications industry that would be divested following the agreement with Viper Networks, as detailed in Note 2 and Note 18.

The Balance Sheet has been updated to properly reflect such impairment as of July 31, 2022.

There has been no effect on the Statement of Operations, Statement of Changes in Stockholder Equity (Deficit), or the Statement of Cash Flows for the year ended July 31, 2022.

Amortization expense associated with two intangible assets, software and customer contracts, had not been amortized in accordance with ASC 350-30-35.

The Statement of Operations and the Statement of Cash Flows for the period ended July 31, 2022 have been updated to properly reflect the amortization expense of intangible assets.

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated balance sheets for the year ended July 31, 2022:

(as restated)

Current Assets

Cash and cash equivalents

Accounts receivable, net

Security deposits

Prepaid expenses

Total current assets

Property and equipment, net

Intangible assets, net

Assets from discontinued operations

Current Liabilities

Accounts payable and accrued expenses

Notes payable

Convertible notes payable, net

Convertible notes payable - related parties

Warrant liabilities

Deferred revenue

Current liabilities from discontinued operations

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders' Equity

Common stock, $ 0.001 par value, 250,000,000 shares authorized 62,205,947 and 61,565,841 shares issued;

60,452,612 and 59,812,506 shares outstanding at July 31, 2023 and 2022, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholder's Equity

Total Liabilities and Stockholders' Equity

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of operations for the year ended July 31, 2022:

For the Year Ended

July 31, 2022

Costs and expenses:

Cost of sales

Selling, general and administrative expenses

Depreciation expense

Total operating expenses

Operating loss

Other income (expense)

Interest expense

Impairment expense

Warrant adjustment to fair value

Financing expenses

Change in fair value of warrant liabilities

Other expenses

Total other expenses

Weighted average number of common shares outstanding - basic and diluted

Loss per share- basic and diluted

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the effects of the adjustments on affected items within the Company's previously reported consolidated statements of cash flows for the year ended July 31, 2022:

(As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation expense

Warrant adjustment to fair value

Noncash interest expense

Write-down of intangible assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Accounts payable

Deferred revenue

Net cash used in operating activities - continuing operations

Net cash provided by (used in) operating activities - discontinued operations

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

Net cash used in operating activities - continuing operations

Net cash used in operating activities - discontinued operations

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of notes payable

Proceeds from notes payable

Net cash provided by financing activities - continuing operations

Net cash provided by financing activities - discontinued operations

Net cash used in financing activities

Effect of foreign currency on cash

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:

Cash paid for interest

Cash paid for taxes

The specific explanations for the July 31, 2023 and 2022 items noted above in the restated financial statements are as follows:

Per review of its accounts receivable balance, the Company has deemed it appropriate to reserve a total of $ 98,900 in its allowance for uncollectible accounts.

Following a divestiture of the telecommunications subsidiaries, as described in Note 18, the Company impaired all intangible assets with indefinite lives that contributed to the Company's conduction of business in this sector as of July 31, 2022.

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

NOTE 6 - DISCONTINUED OPERATIONS

Hammer Fiber Optics Investment Ltd ceased operations on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement.

Hammer Fiber Optics Investment Ltd.

ceased operations in the Atlantic County geographical market on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement.

The operations of Hammer Fiber Optics Investments, Ltd were classified as a discontinued operation.

Open Data Centers, LLC ceased operating in its Piscataway, NJ location in May 2020.

Hammer Wireless (SL) Ltd ceased operating in Sierra Leone in March 2020.

Reporting of the discontinued operations is in accordance with Accounting Standards Update No.

Reporting of the discontinued operation is in accordance with Accounting Standards Update No.

2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

The following summarizes the assets and liabilities of the discontinue operations:

Open Data Centers, LLC ceased operations at its sole location in Piscataway, NJ on May 1, 2020.

The operations of Open Data Centers, LLC were classified as a discontinued operation.

Reporting of the discontinued operation is in accordance with Accounting Standards Update No.

2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

As of July 31, 2023 and 2022, there were $ 545,994 and $ 546,304 , respectively, of accounts payables for discontinued operations that remain on the books.

Current Assets

14 unchanged sentences

Net assets (liabilities)

The following summarizes the operations of the discontinued operations:

Operating expenses

Operations and maintenance

General and administrative

Depreciation and amortization

Impairment expense

Loss from operations

Other income (expense)

Interest expense

Interest income

Total other income (expense)

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 7 - PROPERTY AND EQUIPMENT

As of July 31, 2023, property and equipment from ongoing operations included:

Computer and Telecom equipment

As of July 31, 2023 and 2022, property and equipment from ongoing operations included:

Computer, Telecom equipment & Software

Accumulated depreciation

1 unchanged sentence

NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

The Company has $ 18,934 of recognized indefinite lived intangible assets, which consist of the ownership of Internet Protocol version 4 (IPv4) address blocks.

These assets are not amortized and are evaluated routinely for potential impairment.

If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the asset's fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized.

NOTE 9 - RELATED PARTY TRANSACTIONS

During the current fiscal year ending on July 31, 2020, the Company entered into convertible notes with a the Chief Executive Officer and a relation of the Chief Executive Officer on April 20th and May 5th 2020 in the amounts of $ 36,300 , and $ 12,000 respectively.

The $ 12,000 note was paid on May 12th, 2020.

The Company entered into a convertible note with a related party on August 22, 2019 in the amount of $ 12,000 .

The Company recognized indefinitely lived intangible asset impairment charges of $ 0 and $ 2,959,286 during the years ended July 31, 2023 and 2022.

Other intangible assets

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

Customer contracts

The amortization expense for Other intangible assets was as follows:

Estimate annual amortization expense for Other intangible assets is as follows:

NOTE 9 - NOTES PAYABLE

On March 20, 2023, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $ 58,000 and $ 2,320 in transaction fees.

As of July 31, 2023 the principal remaining under this financial agreement was $ 17,234 .

The balance was paid in full on October 6, 2023.

On January 5, 2022, the Company entered into a convertible note with a related party in the amount of $ 29,253 .

The amount 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 on this note has been forgiven by all parties.

As of July 31, 2023 and 2022, the balance of this note was $ 24,253 .

During the fiscal year 2022, the Company entered into a non-interest-bearing loan with a financial institution in the amount of $ 10,972 .

As of July 31, 2023 and 2022 the principal remaining was $ 10,972 .

NOTE 9 - NOTES PAYABLE (CONTINUED)

On February 26, 2021, Endstream Communications entered into a financing agreement with a financial institution in the amount of $ 40,000 .

The amount was refinanced on March 25, 2022 and again on November 16, 2022 in the amount of $ 141,750 .

As of July 31, 2023 and 2022 the principal remaining was $ 40,234 and $ 103,140 .

As of July 31, 2023 and 2022, notes payable consisted of the following:

July 31, 2023

July 31, 2022

Notes payable

current portion, net

Long-term notes payable, net

NOTE 10 - RELATED PARTY CONVERTIBLE DEBT

On August 22, 2019, the Company entered into a convertible note with a related party in the amount of $ 12,000 .

$ 4,500 has been repaid.

The Company entered into a convertible note with two related parties (who were former partners in 1stPoint Communications, LLC) on August 24, 2019 in the amount of $ 12,000 and $ 6,000 respectively.

Any interest may be accrued as either cash or stock at the option of the Company.

During the current fiscal year ending July 31, 2020, the Company entered into Stock Purchase Agreements from a related party in the amount of $ 10,000 on August 15, 2020, $ 25,000 on March 17, 2020, and $ 40,000 on March 26, 2020.

The amount 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 on this note has been forgiven by all parties.

As of July 31, 2023 and 2022, the balance of this note was $ 7,500 .

On August 24, 2019, the Company entered into a convertible note with two related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $ 12,000 and $ 6,000 respectively.

Both notes bear interest at a rate of 6 % annually and any interest may be accrued as either cash or stock at the option of the Company.

The interest on this note has been forgiven by all parties.

As of July 31, 2023 and 2022, the balances of these notes were $ 12,000 and $ 6,000 for both periods.

On April 20, 2020, the Company entered into a convertible note with the Chief Financial Officer in the amount of $ 36,300 with an original maturity date of April 20, 2024.

The amount 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 on this note has been forgiven by all parties.

As of July 31, 2023 and 2022, the balance of this note was $ 36,300 .

On September 1, 2020, the Company entered into a promissory note for the sum of $ 100,000 with a non-executive director.

The note bears interest at a rate of 6 %, payable at the end of the term , but has bee n waived by the lending party.

On November 23, 2020, and on January 19, 2021 the Company entered into promissory notes for the sums of $ 10,000 and $ 75,000 with a non executive director.

These notes bear interest at a rate of 6 %, payable at the end of the term and may be convertible into common stock at the Company's option.

The amount 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 on this note has been forgiven by all parties.

The note has been amended several times, with a total increase in funding of $ 61,300 .

As of July 31, 2023 and 2022, the balance of this note was $ 161,300 .

On February 26, 2021, the Company entered into a convertible note with a related party in the amount of $ 25,000 .

The note bears interest at a rate of 6 %, compounded monthly and payable upon repayment or conversion.

Interest has been waived by the lender.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 9 - RELATED PARTY TRANSACTIONS (CONTINUED)

On February 26, 2021, March 9, 2021 and March 15, 2021 the Company entered into promissory notes for the sums of $ 25,000 , $ 100,000 and $ 25,000 respectively, with a non-executive director.

These notes are bear interest at a rate of 6 % payable at the end of the term unless forgiven by the note holder and may be converted into common stock at the Company's option.

The interest has been waived by the lender.

On January 15, 2022 the Company entered into a promissory note for the sum of $ 25,000 with a non-executive director.

These notes bear interest at a rate of 6 %, annually, to be expensed at the end of the note upon conversion by the holder, may be waived or otherwise forgiven by the note holder and may be convertible into common stock at the Company's option, and on December 28, 2021, January 12, 2022 and January 21, 2022 1stPoint Communications, LLC entered into three notes in the amounts of $ 10,200 , $ 7,600 and $ 4,000 with a a relation of the Chief Executive Officer of 1stPoint Communications, under the same terms as the note on January 15, 2022.

Interest has been waived by the lender on all notes.

On February 28, 2022 and March 7, 2022 the Company entered into a promissory note totaling $ 25,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On June 22, 2022 and July 28, 2022 the Company entered into a promissory note totally $ 27,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On November 14, 2022 the Company entered into a promissory note totally $ 26,500 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On March 29, 2023 the Company entered into a promissory note totally $ 9,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On May 5, 2023 the Company entered into a promissory note totally $ 25,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On May 23, 2023 the Company entered into a promissory note totally $ 25,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On June 7, 2023 the Company entered into a promissory note totally $ 25,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On June 13, 2023 the Company entered into a promissory note totally $ 16,500 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

On July 6, 2023 the Company entered into a promissory note totally $ 25,000 with a non-executive director.

The interest of this note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

As of July 31, 2023, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet and all interest has been forgiven by the holders of all promissory notes from all related parties.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

The note has been amended several times, with a total increase in funding of $ 447,500 .

As of July 31, 2023 and 2022, the balance of this note was $ 472,500 and $ 295,500 , respectively.

On December 9, 2022, the Company entered into a convertible note with the Chief Financial Officer in the amount of $ 43,000 .

The amount 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 on this note has been forgiven by all parties.

As of July 31, 2023, the balance of this note was $ 43,000 .

As of July 31, 2023 and 2022, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet and all interest and maturity dates have been waived by the holders of all promissory notes from all related parties.

All related party convertible notes, with the exception of the August 22, 2019, September 1, 2020, and January 5, 2022 notes, have conversion terms of a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender.

NOTE 10 - RELATED PARTY CONVERTIBLE DEBT (CONTINUED)

The August 22, 2019, September 1, 2020, and January 5, 2022, notes have no conversion price explicitly stated.

As of July 31, 2023 and 2022, related parties convertible debt consisted of the following:

July 31, 2023

July 31, 2022

Convertible notes payable - related parties

current portion, net

Long-term convertible notes payable - related parties, net

NOTE 11 - CONVERTIBLE DEBT

As of 31 July 2023, The company has convertible notes with related parties in the amounts of $ 24,253 , $ 161,300 , $ 12,000 , $ 6,000 , $ 7500 , $ 36,600 and $ 472,500 that convert into Common Stock at the Company's option and bear interest at a rate of 6 % annually, to be expensed at the time of conversion.

All interest on these notes have been forgiven by the parties.

On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P.

2 unchanged sentences

Mast has piggyback registration rights pursuant to the terms of the Mast SPA.

Mast Hill converted approximately $ 72,148 in interest and $ 1,750 in fees totaling approximately $ 73,897 into that number of shares of common stock on March 23, 2023.

The Company entered into the First Amendment to the Mast Note as of March 6, 2023, through which both parties agreed to increase the principal balance of the note by $ 62,000 .

As of July 31, 2023 and 2022, the balance of the Mast Note was $ 612,000 and $ 550,000 , respectively.

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

13 unchanged sentences

Talos converted the note into 512,696 shares of HMMR common stock on October 4, 2022.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 11 - CONVERTIBLE DEBT (CONTINUED)

As of July 31, 2023 and 2022, convertible debt consisted of the following:

July 31, 2023

July 31, 2022

Convertible debt

Original issue discount

Debt discount

current portion, net

Long-term convertible debt, net

NOTE 12 - INCOME TAXES

1 unchanged sentence

The Company is subject to income taxes in the United States and numerous foreign jurisdictions.

Significant judgments and estimate are required in the determination of the consolidated income tax expense.

Significant judgments and estimates are required in the determination of the consolidated income tax expense.

The reconciliation of income tax benefit at the U.S.

17 unchanged sentences

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 12 - INCOME TAXES (CONTINUED)

6 unchanged sentences

NOTE 13 - STOCKHOLDERS' EQUITY

On March 6, 2023, Mast Hill amended the terms of its promissory note, which included the issuance of 475,000 shares of the Company's common stock issued during the quarter ended October 31, 2023.

On March 23, 2023, Mast Hill converted the promissory convertible note into 127,410 shares of the Company's common stock (See Note 11).

On October 4, 2022, Talos converted the promissory convertible note into 512,696 shares of the Company's common stock (see Note 11).

1 unchanged sentence

The balance of Company Treasury Stock was unchanged during the period.

Unissued Stock

On March 6,2023, Mast Hill amended the terms of its promissory note.

The terms included the issuance of 475,000 shares of the Company’s common stock.

The stock had not been issued until after July 31, 2023.

The fair value of the stock at $ 105,925 has been recognized as a liability on the consolidated balance sheet as of July 31, 2023.

NOTE 14 - COMMITMENTS AND LEASES

Hammer does not currently have any material long-term lease obligations.

All leases are currently month-to-month and have no obligations pursuant to ASC 842.

There are two month-to-month tenancy agreements for office space which are less than $2,000 per month.

NOTE 14 - FOREIGN CURRENCY

We transact business in various foreign currencies including the Euro.

In general, the functional currency of a foreign operation is the local country's currency.

The effects of foreign currency translation adjustments are not material to the Company's accompanying financial statements.

A ll leases are currently month-to-month and have no obligations pursuant to ASC 842.

There are two month-to-month tenancy agreements for office space which are less than $2,000 per m onth.

NOTE 15 - CLAIMS

7 unchanged sentences

Hammer Fiber Optics Inv, Ltd.

Cross River Fiber v.

Hammer Fiber Optics Inv, Ltd.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

NOTE 15 - CLAIMS (CONTINUED)

Cross River Fiber has advanced its claim against Hammer Fiber Optics Investments, Ltd.

Cross River Fiber has expanded its claim to include Hammer Fiber Optics Holdings Corp, 1stPoint Communications, LLC, Endstream Communications, LLC, Open Data Centers, LLC, Manhattan Carrier Company, LLC, Erik Levitt personally, Local Telecommunications Services – FL, LLC, Local Telecommunications Services – NY, LLC, American Network Inc and Hammer Wireless Corporation.

There never was, nor has there ever been, a contract between any of these entities or Mr.

Levitt personally and Cross River Fiber, nor is there any security under the agreement between Cross River Fiber and Hammer Fiber Optics Investments, Ltd.

After discovery in the claim against Hammer Fiber Optics Holdings Corp and its subsidiaries.

A trial occurred on February 5 th and 6 th of 2024 and a ruling was issued at the end of the trial in favor of Hammer Fiber Optics Holdings Corp and its subsidiaries.

An award was given to Cross River against one of the related parties to the claim of $ 25,000 .

The judgement has not yet been entered.

In the matter of Cross River Fiber vs.

Hammer Fiber Optics Investments, Ltd., the related party has paid its obligations, and the matter is now considered closed.

The claims by Calvi Electric and Horizon Blue Cross have not advanced.

NOTE 16 - WARRANTS

4 unchanged sentences

Because the warrants were issued in conjunction with a debenture the warrants have been considered debt pursuant to ASC 820 Topic 10.

On February 11, 2022, the Company issued a purchase warrant for to Mast Hill Fund, L.P.

On February 11, 2022, the Company issued a purchase warrant to Mast Hill Fund, L.P.

for 150,000 shares of the Company's common stock in conjunction with convertible debt.

1 unchanged sentence

The Company determined the Warrants 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.

NOTE 16 - WARRANTS (CONTINUED)

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.

8 unchanged sentences

The warrants were priced in each quarter and the carrying cost of the warrant adjusted in accordance with the model.

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2024

Balance outstanding at July 31, 2022

Expired/Canceled

Balance outstanding at July 31, 2023

Exercisable at July 31, 2023

The fair values of warrants granted during the years ended July 31, 2023 and 2022 were estimated using Black-Scholes option-pricing model with the following assumptions:

Exercise Price

$ 1.50 - $ 3.00

Risk-free interest rates

3.45 % - 4.16 %

1.95 % - 2.90 %

Expected life (in years)

Expected volatility

227 % - 248 %

205 % - 212 %

Dividend yield

NOTE 17 - OTHER INCOME (EXPENSE) AND DISCONTINUED AND CONTINUING OPERATIONS

Discontinued Operations

During the fiscal year ending July 31, 2023, the Company recognized losses from the discontinued operations of two entities, Hammer Fiber Optics Investments, Ltd.

and Hammer Wireless [SL] Ltd.

The remaining assets of the operations of Hammer Fiber Optics Investments, Ltd in Atlantic County, NJ have been written down and considered a loss from discontinued operations.

4 unchanged sentences

This is a one-time write-down and will not recur.

Manage evaluated the deferred revenue of the 1stPoint Communications, LLC business unit and determined that certain revenues had not been reflected in prior periods due to changes in the underlying systems relating to its web hosting business.

NOTE 17 - OTHER INCOME (EXPENSE) AND DISCONTINUED AND CONTINUING OPERATIONS (CONTINUED)

Management evaluated the deferred revenue of the 1stPoint Communications, LLC business unit and determined that certain revenues had not been reflected in prior periods due to changes in the underlying systems relating to its web hosting business.

As a result, management adjusted the deferred revenue from prior periods as Other Income.

Adjustments to the current period were considered revenues in the period.

The Other Income from prior periods was $ 135,037.12 .

Management evaluated revenue from Endstream Communications and recognized a customer prepayment of $ 5.38 .These are not expected to recur.

Adjustments to the periods were considered revenues.

The Other Income totaled approximately $ 262,259 for July 31, 2023.

On October 4, 2022, Talos Fund exercised its right to convert the principal and accrued interest from its promissory note in the amount of $ 297,364 at $ 0.58 per share of the Company's common stock.

The conversion price was above the market price at closing of $ 0.355 per share.

Therefore the Company recognized a gain of $ 115,357 on conversion.

Therefore, the Company recognized a gain of $ 115,357 on conversion as of the fiscal year end July 31, 2023.

On March 23, 2023, Mast Hill exercised its rights to convert interest expense and transactions fees in the amount of $ 73,898 at $ 0.58 per share of the Company's common stock.

The conversion price was above the market price at closing of $ 0.489 per share.

Therefore the Company recognized a gain of $ 11,467.31 on conversion.

Therefore, the Company recognized a gain of $ 11,467 on conversion as of the fiscal year end July 31, 2023.

Impairment Expense

During the fiscal year ended July 31, 2022, the Company impaired all intangible assets with indefinite lives, totaling $ 2,959,286 due to an impending shift in product lines.

Warrant Financing Expenses

During the fiscal years ended July 31, 2023 and 2022, the Company incurred $ 145,725 and $ 125,025 in warrant financing expenses, respectively.

During the year ended July 31, 2023, the Company incurred $ 99,888 and $ 45,837 in warrant financing expenses related to the Mast Hill and Talos convertible notes, respectively.

During the year ended July 31, 2022, the Company incurred $ 87,612 and $ 37,413 in warrant financing expenses related to the Mast Hill and Talos convertibles notes, respectively.

During both periods, the Company made adjustments to the fair value of these warrants in the amounts of $ 18,000 and $ 57,000 for the years ended July 31, 2023 and 2022, respectively.

Financing Expenses

The company recognized financing expenses associated with notes payable to Synergy Finance of $ 18,803.59 and $ 27,598.86 to Forward Financing.

The company recognized $ 209,129.91 in financing expenses associated with the Mast Hill note and Talos convertible notes.

During the fiscal year ended July 31, 2023, the Company recognized financing expenses associated with notes payable to Synergy Finance of $ 18,804 and $ 27,599 to Forward Financing.

During the fiscal years ended July 31, 2023 and 2022, the Company recognized $ 209,130 and $ 635,812 in financing expenses associated with the Mast Hill note and Talos convertible notes.

Other Expenses

The company recognized a loss of $ 170,368 on currency exchange in association with the discontinuation of the Hammer Wireless SL business unit.

During the fiscal year ended July 31, 2023, the Company recognized a loss of $ 170,368 on currency exchange in association with the discontinuation of the Hammer Wireless SL business unit.

1stPoint and Endstream recognized a loss of $ 3,771 and $ 6 respectively.

NOTE 18 - LOANS AND FINANCING AGREEMENTS

On March 20, 2023, 1stPoint Communications entered into a financing agreement with Greenbox Capital, also known as Synergy Finance in the amount of $ 58,000 and $ 2,320 in transaction fees.

On July 31, 2023 the principal remaining was $ 17,234.25

On February 26, 2021 Endstream Communications entered into a financing agreement with Forward Financing in the amount of $ 40,000 .

The amount was refinanced on March 25, 2022 and again on November 16 2022 in the amount of $ 141,750 .

On July 31, 2023 the principal remaining was $ 40,234.21 .

During the fiscal year ended July 31, 2022, the Company recognized a loss of $ 12,040 on currency exchange in association with the discontinuation of the Hammer Wireless SL business unit.

1stPoint recognized a loss of $ 10,000 .

The remaining $ 2,040 are attributable to tax-related expenses.

NOTE 18 - SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through February 18, 2025, the date the financial statements were issued.

Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

Since July 31, 2023, the Company has entered into several promissory notes with a non-executive director.

These notes total $ 771,493 .

The interest on these note has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

The dates of the notes were August 8, 2023, August 11, 2023, August 31, 2023, September 22, 2023, October 17, 2023, October 24, 2023, November 3, 2023, November 6, 2023, December 1, 2023, December 4, 2023, December 13, 2023 and December 28 2023 and January 29, 2024.

The notes on August 8, August 31, September 22, October 17, October 24, November 3, November 6, December 1 and December 28 2023 have a principal of $ 25,000 .

The November 6, 2023 note has a principal of $ 100,000 .

The note on December 13, 2023 has a principal of $ 20,000 and the note on December 4, 2023 has a principal of $ 17,500 .

The note on January 29, 2024 has a principal amount of $ 50,000 .

The interest on these notes has been forgiven by the note holder and may be converted into the Company's common stock at the Company's option.

Each additional note has a maturity date of three years from the date of inception, with maturity dates ranging from August 8, 2026 through July 9, 2027.

On August 23, 2023, the Company issued 475,000 shares to Mast Hill Fund pursuant to the amendment of the terms of its promissory note.

The fair value of these shares is reflected as a liability (unissued stock).

Management has reviewed the subsequent events and there is no material impact on the current financial statements or the valuation of the business.

The fair value of these shares is reflected as a liability (unissued stock) in the July 31, 2024 financial statements.

On April 1, 2024, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $ 62,400 .

On April 4, 2024, the Company entered into the Second Amendment to the Mast Note, effectively increasing the principal balance of the note by $ 70,000 and extending the maturity date of the note to February 11, 2025.

The terms of the amendment also included the issuance of 475,000 shares of the Company's common stock issued during the quarter ended April 30, 2024.

The fair value of the common stock issued was determined using the stock price as of the date of the Second Amendment to the Mast Note at $ 0.199 per share or $ 94,525 in total.

Such common stock shares issued are being accounted for as debt discount and recognized as financing expense for the year ended July 31, 2024.

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper Networks Inc.

with the intention to sell the Company's telecommunication assets to Viper.

The assets include 1st Point Communications LLC., and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and 10 % ownership in Wikibuli Inc.

Viper is acquiring these assets in exchange for 2,500,000 ( 2.5 million) shares of the Company's common stock.

Substantially all of the Company's revenue recognized to date has been generated by End Stream Communications, LLC and 1st Point Communications LLC and its subsidiaries.

The transaction closed on November 1, 2024.

On August 29, 2024, the Company entered into and closed a loan agreement with one of our members of the Board of Directors, pursuant to which the Board Member loaned the Company an aggregate principal amount of $ 791,546 .

The Loan has an interest rate of 6 %.

The Loan has a six-month maturity date and the principal and accrued interest are due in full on March 1, 2025.

The Company used the proceeds of the Loan to pay off in full satisfaction the promissory note the Company previously issued to Mast Hill Fund L.P.

On September 1, 2024, the Company obtained shareholder approval for the Purchase Agreement with Viper Networks Inc.

and to change the name of the reporting entity, Hammer Fiber Optics Holdings Corp., to Hammer Technologies Holdings Corp.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS

On November 14, 2022, we dismissed as our independent public accounting firm Boyle CPA (the "Dismissal").

The Dismissal is due to Boyle CPA's failure to provide any meaningful responses to our repeated communications since the September 9, 2022 Engagement Letter with Boyle CPA regarding the audit to be performed by Boyle CPA for the audit year end of July 31, 2022 (the "Audit"), leading us to the conclusion that Boyle CPA was not committed to working on the Audit.

On November 14, 2022, our Board of Directors unanimously approved a resolution to dismiss Boyle CPA effective immediately as of November 14, 2022.

During the years ending July 31, 2019, 2020 and 2021, respectively and the subsequent interim periods through October 31, 2022 and to present there were no (1) disagreements with Boyle CPA on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, or (2) reportable events under Item 301(a)(1)(v) of Regulation S-K.

On November 14, 2022, the Board of Directors of the Company unanimously passed a resolution to appoint Fruci and Associates II, PLLC as our new independent public accounting firm.

CONTROLS AND PROCEDURES

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of July 31, 2023, we carried out an evaluation, under the supervision of our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

The officer concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures.

The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2022.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework.

Our management has concluded that, as of July 31, 2023, our internal control over financial reporting was not effective.

This annual report does not include an attestation report of our company's registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by our Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management's report in this annual report.

Inherent limitations on effectiveness of controls

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 have been no changes in our internal controls over financial reporting that occurred during the year ended July 31, 2023 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Executive Officers and Directors of the Company

Name and Address of Beneficial

Owner Directors and Officers:

Age Class Shares Held or

Controlled Percentage of Class 1

Michael Cothill 2

Principal Executive Officer & Executive Director

6151 Lake Osprey Drive

Sarasota, FL 34240

66 Common 4,350,000 7.1%

Principal Financial Officer, President & Executive Director

401 East 34 th Street, Suite #N27J

New York, NY 10016

49 Common 2,384,310 3.9%

Michael Sevell 4

6151 Lake Osprey Drive

Sarasota, FL 34240

69 Common 9,857,359 16.0%

Mark Stogdill 5

6151 Lake Osprey Drive

Sarasota, FL 34240

43 Common 5,000,000 8.1%

Kristen Vasicek 6

Secretary & COO

401 East 34 th Street, Suite #N27J

New York, NY 10016 42 Common 261,719 >1.0%

All executive officers and directors as a group (5 people) Common 20,544,856 35.5 %

The number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right.

The entities or persons named in the table have sole voting and investment power with respect to all shares of common stock shown that are beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

2 On August 1, 2016, Michael Cothill was appointed as the Company's Treasury and Chairman of the Company's Board of Directors.

The beneficial ownership of our Chairman, Michael Cothill, is held through Ambleside Trust, of which he is the Managing Member.

Erik Levitt's ownership is composed of 2,384,310 shares owned directly, as follows:

(a) 91,800 shares issued (pursuant to an the September 11, 2018 Purchase Agreement for our purchase of Shelcomm, Inc.) ("Shelcomm"),in exchange for Erik Levitt's respective equity ownership in Shelcomm;

and (b) 199,954 shares issued (pursuant to the September 12, 2018 Purchase Agreement for our purchase of Open Data Centers ("Open Data")in exchange for Erik Levitt's respective ownership of Open Data Centers, LLC.

In addition, pursuant to vesting schedules, Erik Levitt will receive 1,534,325 shares through a single member LLC, Manhattan Carrier Company ("Manhattan), of which he is the sole member, as follows:

(i) 665,808 shares issued to (pursuant to the September 11, 2018 Purchase Agreement providing for our 100% purchase of Endstream Communications, LLC ("Endstream), which included Erik Levitt's respective ownership of Endstream;

(ii) 871,517 shares issued to (pursuant to the September 11, 2018 Purchase Agreement providing for our 100% purchase of lstPoint Communications, LLC) ("lstPoint"), including Erik Levitt's respective ownership of lstPoint.

Amendment 2 to the Stock Purchase Agreement for Endstream and 1stPoint Communications altered the 539 Plan, and Mr.

Levitt received 159,800 shares of Common Stock in exchange for Erik Levitt's respective ownership of Endstream Communications, LLC and 226,845 shares of Common Stock in exchange for Erik Levitt's respective ownership of 1stPoint Communications, LLC.

In accordance with Amendment 2 of the Stock Purchase Agreements for Endstream and 1stPoint Communications altered the Plan and Mr.

Levitt received an additional 141,817 shares of Stock.

Michael Sevell's ownership of 9,857,359shares is composed of:

(a) 7,665,039 shares owned directly by Michael Sevell;

and (b) 2,192,500 shares representing his indirect ownership through 2,192,500 shares owned by Forefront Investors, LLC., for which Michael Sevell has sole dispositive power.

Mark Stogdill's ownership is 5,000,000 shares represents his indirectly ownership of 5,000,000 shares owned by Arradis Enterprises, LLC, a Limited Liability Company under his control and for which he has sole dispositive power.

Kristen Vasicek received 261,791 shares associated with the 2018 Purchase Agreements of Endstream Communications, LLC, and 1stPoint Communications, LLC, as amended under Amendment 2 of the Stock Purchase Agreement, which altered the 539 Vesting Plan.

Term of Office

Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders' Meeting, or until his death, resignation or removal.

Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.

Significant Employees

Cothill - Executive Chairman

Levitt - Principal Financial Officer, CEO - 1stPoint Communications

Kristen Vasicek - Chief Operating Officer

Family Relationships

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice;

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation;

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

The Company has not adopted any formal Code of Ethics.

Committees of the Board of Directors

The Company does not presently have a separately designated standing audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors.

The functions of those committees are undertaken by our Board of Directors as a whole.

EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

SUMMARY COMPENSATION TABLE 1

Name and Principal Position Fiscal

Year Salary ($) All Other

Compensation ($) Total ($)

Cothill 2023 NIL NIL

Executive Director & Executive Chairman 2022 70,000 NIL 70,000

Levitt 2023 NIL NIL NIL

Executive Director & Principal Financial Officer, CEO - 1stPoint Communications, LLC 2022 NIL NIL 11,000

Kristen Vasicek 6 2023 72,000 NIL 72,000

Secretary & COO 2022 72,000 NIL 72,000

We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.

The "All Other Compensation" column is used to disclose the aggregate amount of all compensation that the company could not properly report in any other column of the Summary Compensation Table.

Kristen Vasicek is employed by the company under an at-will employment agreement.

Option Grants

We have not granted any options or stock appreciation rights to our named executive officers or directors since inception.

We do not have any stock option plans.

Management Agreements

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.

We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Compensation Committee

We do not currently have a compensation committee of the board of directors or a committee performing similar functions.

The board of directors as a whole participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 10% of the Company's outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, or in any proposed transaction, which has materially affected or will affect the Company other than as disclosed at Note 8 to the financial statements.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

• Disclosing such transactions in reports where required;

• Disclosing in any and all filings with the SEC, where required;

• Obtaining disinterested directors consent;

• Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

The OTCPK on which shares of the Company's Common Stock are quoted does not have any director independence requirements.

The NASDAQ definition of "Independent Director" means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under the definitions outlined it is our opinion that Michael Sevell and Mark Stogdill are independent directors.

Review, Approval or Ratification of Transactions with Related Persons

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

The company employs Pre-Approval Policies and Procedures Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed.

All of the services described above were approved by the board of directors in accordance with its procedures.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:

Audit fees $ 33,500 $ -

Audit related fees -

All other fees - -

Total $ 33,500 $ -

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

Maintaining Principal Accountant's Independence

Our Board of Directors has considered whether the provision of the services described herein are compatible with maintaining the principal accountant's independence and believes that such services do not compromise that independence.

ITEM 14 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

Financial statements for our company are listed in the index under Item 8 of this document

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Number Description of Exhibit Filing

2.2 Agreement and Plan of Merger by and between the Company and its wholly owned subsidiary Hammer Fiber Optics Holdings Corp.

Filed with the SEC on June 14, 2016, as part of our Current Report on Form 8-K.

3.1a Articles of Incorporation Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.

3.1b Articles of Merger Dated February 20, 2015 Intended to be Filed with the SEC on March 1, 2015, as part of our Current Report on Form 8-K.

The Exhibit was not attached, accordingly the Articles of Merger was filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.

3.1c Articles of Merger Dated April 13, 2016 Filed with the SEC on September 21, 2016, as part of our Amended Current Report on Form 8-K/A.

3.2 Bylaws Filed with the SEC on March 2, 2012, as part of our Registration Statement on Form S-1.

302 Certification of Principal Financial Officer Filed herewith

906 Certification of Principal Financial Officer Filed herewith

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 Filed herewith

101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

HAMMER FIBER OPTICS HOLDINGS CORP

May 7 , 2024 /s/ Erik Levitt

Principal Financial Officer

May 7 , 2024 /s/ Michael Cothill

Principal Executive Officer

May 7 , 2024 /s/ Mark Stogdill

Mark Stogdill

Non-Executive Director

May 7 , 2024 /s/ Michael Sevell

Michael Sevell

Non-Executive Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data