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Item 8. Financial Statements and Supplementary Data

2025-10-29 compared with 2025-02-04 · 538 added, 522 removed, 273 unchanged (80% of the section changed)

1 unchanged sentence

July 31, 2025 and 2024

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firms (Salberg PCAOB I.D.

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

Consolidated Statements of Cash Flows

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

Hammer Technology Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Hammer Technology Holdings Corp.

and Subsidiaries (the "Company") as of July 31, 2025, the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2025, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

As discussed in Note 2 to the consolidated financial statements, the Company incurred a net loss from continuing operations of $4,429,910, cash used in continuing operating activities of $855,780, and no revenues generated from continuing operations.

As of July 31, 2025 the Company had a working capital deficiency of $858,359.

Additionally, the Company has consistently sustained losses since its inception.

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

Management's Plan in regard to these matters is also described in Note 2.

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

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

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

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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 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.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

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

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326

(561) 995-8270 • Toll Free:

(866) CPA-8500 • Fax:

(561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated 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 consolidated 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 consolidated 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.

Impairment of Intangible assets

As described in Footnote 2 "Summary of Significant Accounting Policies" and Footnote 5 "Intangible Assets, Net" to the consolidated financial statements, the Company fully impaired the customer contract asset as of July 31, 2025 resulting in a loss from the impairment of intangible assets of $1,888,842.

We identified the Company's impairment analysis as a critical audit matter.

Auditing management's analysis of this critical audit matter involved a high degree of subjectivity.

The primary procedures we performed to address this critical audit matter included (a) Gained an understanding of management's process to conduct an impairment analysis, (b) evaluated if the valuation method used by management was appropriate (c) evaluated the data and assumptions used in management's impairment analysis, and (d) compared the accounting treatment and presentation to that described by the authoritative and interpretive literature.

We agreed with management's final conclusions regarding impairment of intangible assets.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company's auditor since 2025 .

Boca Raton, Florida

October 29, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 Holdings Corp.

(“the Company”) as of July 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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

("the Company") as of July 31, 2024, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year ended , 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, 2024 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

6 unchanged sentences

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 audits.

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

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 audits in accordance with the standards of the PCAOB.

We conducted our audit 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 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.

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.

Accordingly, we express no such opinion.

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.

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.

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

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 year ended July 31, 2023, as the Company performed an evaluation of its accounting in relation to intangible assets subject to amortization, and updated the allowance for uncollectable accounts to confirm to the guidance in ASU No.

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

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 provide a reasonable basis for our opinion.

Critical Audit Matters

C ritical 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.

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.

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CONSOLIDATED BALANCE SHEETS

(as restated)

Current Assets

Cash and cash equivalents

Accounts receivable, net

Security deposits

Prepaid expenses

Current assets from discontinued operations

Total current assets

1 unchanged sentence

Intangible assets, net

LIABILITIES AND STOCKHOLDERS' EQUITY

Noncurrent assets from discontinued operations

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable and accrued expenses

Notes payable

Loans payable

Convertible notes payable

1 unchanged sentence

Warrant liabilities

Unissued Stock

Deferred revenue

Current liabilities from discontinued operations

Total current liabilities

Convertible notes payable, noncurrent - related parties

Total liabilities

Commitments and contingencies

Stockholders' Equity

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

63,155,947 and 62,205,947 shares issued;

61,402,612 and

60,452,612 shares outstanding at July 31, 2024 and July 31, 2023, respectively

Commitments and contingencies (Note 11)

Stockholders' Equity (Deficit)

Common stock, $ 0.001 par value, 250,000,000 shares authorized 73,310,489 and 63,155,947 shares issued at July 31, 2025 and 2024, respectively and 69,057,154 and 61,402,612 shares outstanding at July 31, 2025 and July 31, 2024, respectively

Treasury stock ( 4,253,335 and 1,753,335 shares held at July 31, 2025 and 2024, respectively)

Additional paid-in capital

Accumulated deficit

Total Stockholder's Equity

Total Liabilities and Stockholders' Equity

Total Stockholder's Equity (Deficit)

Total Liabilities and Stockholders' Equity (Deficit)

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

HAMMER TECHNOLOGY HOLDINGS CORP.

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended

(as restated)

Cost of sales

Operating expenses

Selling, general and administrative expenses

Depreciation expense

Depreciation and amortization expense

Intangible asset impairment

Total operating expenses

3 unchanged sentences

Warrant financing expense

Financing expenses

Change in fair value of warrant liabilities

Other expenses

(Loss) gain on change in fair value of warrant liability

Loss on conversion of debt

Total other income (expense)

Income (loss) before discontinued operations

Income (loss) from discontinued operations

Net loss from continuing operations before income taxes

Provision for income taxes

Net loss from continuing operations

Net (loss) income from discontinued operations, after taxes

Net (loss) income from discontinued operations

Gain on disposal of subsidiaries

Total net income from discontinued operations, after taxes

Weighted average number of common shares outstanding - basic and diluted

Basic and diluted loss per share

Continuing operations

Discontinued operations

Net loss from continuing operations per share, basic and diluted

Net income from discontinued operations per share, basic

Net income from discontinued operations per share, diluted

Total net loss per share, basic and diluted

Weighted average number of common shares outstanding - basic

Weighted average number of common shares outstanding - diluted

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

HAMMER TECHNOLOGY HOLDINGS CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the years ended July 31, 2024 and 2023

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Treasury Stock

Stockholders'

Balance, July 31, 2022 (as restated)

Conversion shares issued

Net loss for the year

Balance, July 31, 2023 (as restated)

Balance, July 31, 2023

Commitment shares issued

1 unchanged sentence

Balance, July 31, 2024

Treasury stock from Viper Sale

Common stock issued due to conversion of debt

Net loss for the year

Balance, July 31, 2025

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

HAMMER TECHNOLOGY HOLDINGS CORP.

CONSOLIDATED STATEMENT CASH FLOWS

For the Years Ended

(as restated)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended July 31,

Cash flows from operating activities:

Loss from discontinued operations

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

Depreciation expense

Warrant adjustment to Fair Value

Commitment shares issued

Noncash interest and financing expense

Write-down of intangible assets

Net loss from continuing operations

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on conversion of convertible note payable to common stock

Change in fair value of warrant liability

Intangible asset impairment

Changes in operating assets and liabilities:

Accounts receivable

Security deposits

Prepaid expenses

Accounts payable

Deferred revenue

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

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

Accounts payable and accrued expenses

Net cash used in operating activities:

Cash flows from investing activities:

Purchase of property and equipment

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

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

Net cash used investing activities

Software costs capitalized as intangible asset

Net cash used in investing activities:

Cash flows from financing activities:

Proceeds from related party convertible notes

Repayment of notes payable

Proceeds from notes payable

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

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

Net cash provided by financing activities:

Effect of foreign currency on cash

Net increase (decrease) in cash

Cash and cash equivalent, beginning of period

Cash and cash equivalent, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:

Cash paid for interest

Cash paid for taxes

Cash flows from discontinued operations:

Cash provided by operations - discontinued operations

Cash used in investing activities - discontinued operations

Cash provided by financing activities - discontinued operations

Net cash used in discontinued operations:

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents from continuing operations - beginning of year

Cash and cash equivalents from discontinued operations - beginning of year

Cash and cash equivalents at beginning of year

Cash and cash equivalents from continuing operations - end of year

Cash and cash equivalents from discontinued operations - end of year

Cash and cash equivalents at end of year

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Commitment shares issued

Conversion of convertible debt to common stock

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

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

JULY 31, 2025 AND 2024

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

Hammer'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.

Hammer's "Everything Wireless" go to market strategy for its telecommunications business includes the development of high speed fixed wireless service for residential, small business and enterprise clients using its wireless fiber platform, Hammer Wireless AIR®, mobility networks including 4G/LTE, Over-the-Top services such as voice, SMS and collaboration services and hosting services.

NOTE 2 - CORPORATE HISTORY AND BACKGROUND ON MERGER

The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A.

The Company's principal activity was an exploration stage company engaged in the acquisition of mineral properties then owned by the Company.

On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100 % of Tanaris Power Holdings, Inc.

issued and outstanding common stock in exchange for shares of the Company's common stock equal to 51 % of the issued and outstanding common stock of the Company.

Tanaris Power Holdings, Inc.

was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications.

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 s 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 20,000,00 0 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 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 provides for a 1 for 1,000 exchange ratio for shareholders of both the Company and 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.

On May 3, 2016, the FINRA approved the merger with the wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp.

("HFO Holdings").

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 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 July14 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.

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

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

Hammer Technology Holdings Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

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

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

The acquisition of American Network, Inc closed on September 1, 2019.

As of December 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC.

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

As of April 30, 2020 our board of directors approved the discontinuation of the operations of Open Data Centers LLC.

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 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.

TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

The acquisition of TFS closed on January 3, 2022.

TFS has been renamed HammerPay [USA] Ltd.

On July 31, 2023 our board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the company's data communications service in Sierra Leone.

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

Hammer Technology Holdings Corp (the "Company" or "Hammer") is incorporated in the state of Nevada.

As of the filing of the accompanying financial statements, the Company had one wholly-owned active subsidiary, Hammerpay USA Ltd.

Additionally, the Company had two wholly-owned inactive subsidiaries:

Hammer Fiber Optics Investment Ltd., and Hammer Wireless (SL) Limited.

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

Hammerpay USA Ltd.

owns the intellectual property critical to the operations of the Company's financial technology business unit as well as certain key supplier, marketing and operating agreements.

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

During the year ended December 31, 2020, the Company's board of directors approved the discontinuation of the operations of the Company's subsidiary Open Data Centers LLC.

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

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

On July 31, 2023 the Company's board of directors approved the discontinuation of the operations of Hammer Wireless (SL) Limited, the Company's data communications service in Sierra Leone.

The operations were discontinued in March 2020 and all assets have been written down.

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

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

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

in exchange for 2,500,000 (2.5 Million) shares of the Company's common stock.

("Viper") with the intention to sell the Company's telecommunications assets to Viper.

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

in exchange for returning 2,500,000 (2.5 Million) shares of the Company's common stock held by Viper.

The transaction closed on November 1, 2024.

The returned shares had a value of $ 0.25 per share on November 1, 2024 resulting in a total consideration value of $ 625,000 .

With the divestiture of the telecommunications assets, the Company has begun to concentrate its efforts on its fintech initiatives.

HammerPay is a scalable, mobile-first financial services technology platform featuring an advanced digital wallet and neo-banking system, designed for global deployment in both developed and emerging markets.

On July 31, 2024, the Board approved a resolution to amend the Articles of Incorporation to change the Company's name to Hammer Technology Holdings Corp.

The Board believes that the name change better reflects the nature of the Company's ongoing business operations.

The majority vote of shareholders approved the name change by written consent in lieu of a meeting on September 1, 2024.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

Principles of Consolidation

Hammer Fiber Optics Holdings Corp.

is the parent company and sole shareholder of HammerPay [USA], Ltd.

The financial statements for Hammer Fiber Optics Holdings Corp.

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

All significant intercompany accounts and transactions have been eliminated.

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

Use of estimates

1 unchanged sentence

Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Property and equipment

Property and equipment is 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 five years , Leasehold Improvements are depreciated over their respective lease terms.

Expenditures for additions and improvements are capitalized.

Repairs and maintenance are expensed as incurred.

Significant estimates in the accompanying financial statements include the valuation of intangible assets and the valuation of warrant liabilities.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the year ended July 31, 2025 the Company incurred a net loss from continuing operations of $ 4,429,910 , cash used in operating activities of $ 855,780 , and $ 0 of revenue generated from continuing operations.

As of July 31, 2025 the Company had a working capital deficiency of $ 858,359 .

Additionally, the Company has consistently sustained losses since its inception.

These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for the one year period following the issuance date of these financial statements.

The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and raise financing from third parties.

No assurance can be given that the Company will be successful in these efforts.

Management's plans are not expected to alleviate the substantial doubt about the Company's ability to continue as a going concern.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

JULY 31, 2025 AND 2024

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

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

The Company is also pursuing strategies to increase the amount of revenue generated, reduce the costs incurred, and to reduce the Company's outstanding liabilities.

During the year ended July 31, 2025, the Company converted $ 2,680,799 of principal.

Segment Reporting

The Company adopted ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures as of August 1, 2024.

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

The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM").

The CODM manages the Company's business activities as a single operating and reportable segment at the consolidated level.

Accordingly, the CODM uses consolidated net loss from continuing operations to allocate resources and assess performance.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

Cash and cash equivalents

Cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash.

The Company maintains its cash balances with various banks.

The balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000 .

The Company monitors the cash balances held in its bank accounts, and as of July 31, 2025 and 2024, the Company did not have any cash balances which exceeded the insured amounts.

Property and equipment

Property and equipment is stated at cost.

Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets.

Expenditures for repairs and maintenance are charged to expense as incurred.

For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations or the period in which the disposal occurred.

The Company computes depreciation utilizing estimated useful lives, as stated below:

Property and Equipment, net categories

Estimated Useful Life

Computer and telecom equipment

Management regularly reviews property and equipment for possible impairment.

This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.

Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of July 31, 2025 and 2024, respectively.

Impairment of long-lived assets

2 unchanged sentences

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

The Company has not recognized any related impairment losses.

The Company did not recognize any related impairment losses during the year ended July 31, 2024.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contract intangible asset, the Company fully impaired the customer contract asset as of July 31, 2025.

As a result, the Company recognized a loss from the impairment of intangible assets of $1,888,242 for the year ended July 31, 2025.

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 did not recognize any intangible asset impairment charges during the years ended July 31, 2024 or 2023.

As of July 31, 2024, the Company had a total of $ 2,779,520 of net intangible assets with finite useful lives, which consisted of customer contracts of $ 2,440,050 and internal-use software in the aggregate of $ 339,470 .

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 .

The Company's intangible assets with finite lives, including customer contracts and internal-use software, are amortized over their estimated useful lives.

The Company assess all amortizable intangible assets and other long-lived assets for impairment whenever circumstances or changes suggest the asset's carrying amount may not be recoverable.

If impairment indicators are present, the Company evaluates recoverability by comparing the carrying amount of the asset group to its anticipated net undiscounted cash flows.

Should these cash flows be less than the carrying amount, the Company proceeds to determine the asset's fair value and record any necessary impairment.

Each year, the Company also re-evaluates the useful life of these intangible assets to decide if adjustments to their remaining useful lives are warranted based on current events and conditions (Note 5 - Intangible Assets, Net).

Internal-Use Software

The Company capitalizes costs incurred in the development or acquisition of software for internal use in accordance with ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software .

Internal-use software is defined as software acquired, developed, or modified solely to meet the Company's internal needs, with no substantive plan to market the software externally.

Costs are capitalized during the application development stage, which begins once the preliminary project stage is complete and management commits to funding the project.

Capitalized costs may include external direct costs of materials and services, payroll and payroll-related costs for employees directly associated with the project, and interest costs incurred during development.

Costs incurred during the preliminary project stage (e.g., planning, feasibility studies, vendor selection) and the post-implementation/operation stage (e.g., training, maintenance, data conversion) are expensed as incurred.

Capitalized software costs are amortized on a straight-line basis over their estimated useful lives.

The Company reviews the carrying value of internal-use software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company accounts for its lease contracts in accordance with the guidance in ASC 842.

The Company determines if an arrangement is a lease at inception.

Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU asset or liability.

As of July 31, 2025, and 2024, the Company did not have any leases with terms greater than 12 months.

The Company does currently hold a month-to-month tenancy agreements for office space costing less than $2,000 per month.

Revenue recognition

The Company accounts for revenues under Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers" (Topic 606), which we adopted on August 1, 2018, using the modified retrospective approach.

This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP.

The Company accounts for revenues under ASC 606, "Revenue from Contracts with Customers" (Topic 606).

This standard clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP.

The Company performs the following five steps:

1 unchanged sentence

The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

At contract inception, once the contract is determined to be within the scope of 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.

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

The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits.

The company accrues for sales returns, bad debts, and other allowances based on its historical experience.

The Company's revenues are derived from its subsidiaries, 1stPoint Communications, LLC, Endstream Communications, LLC and Shelcomm, Inc.

1stPoint's and Shelcomm's revenues are derived from retail web and voice hosting services as well as carrier hosting services.

These are contracted agreements which are billed monthly, and revenues are recognized in the period.

In some cases customers sign longer term agreements (up to two years) and prepay for those services.

Revenues are recognized in the period the services are delivered.

Endstream's revenue is derived from post-paid and pre-paid wholesale voice services and billed on a usage basis.

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

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.

The company accrues for sales returns, credit losses, and other allowances based on its historical experience.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 2024 and 2023, the Company's allowance for estimated uncollectible amounts was $ 136,299 and $ 120,713 .

JULY 31, 2025 AND 2024

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes".

2 unchanged sentences

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.

As of July 31, 2025 and 2024, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815").

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The fair value of the warrants liability was estimated using a Black-Scholes model.

Convertible Notes

The Company evaluates its convertible notes to determine if those convertible notes or embedded components of those contracts qualify as derivative liabilities, to be separately accounted for in accordance with ASC 815 " Derivatives and Hedging " ("ASC 815").

Further, the Company evaluates its convertible notes in accordance with ASC 480 "Distinguishing Liabilities from Equity" ("ASC 480") for classification as a liability or as equity.

This assessment, which requires the use of professional judgment, is conducted at the time of the instrument's issuance, and as of each subsequent balance sheet date while the instruments are outstanding.

Treasury Stock

The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock.

Repurchases are reflected as reductions of stockholders equity at cost.

Treasury stock is not considered outstanding and is excluded from the calculation of basic and diluted weighted average shares outstanding (Note 10 - Stockholders' Equity).

Basic and diluted loss per share

Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding.

Diluted income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the conversion of the convertible notes, as applicable.

The Company calculates dilutive potential common shares for convertible securities using the as-if-converted method, which assumes the convertible securities will be converted as of the beginning of the period or the issuance date if later.

The Company also calculates dilutive potential common shares using the treasury stock method for options and warrants.

Fair value measurements

4 unchanged sentences

ASC 820 describes three levels of inputs that may be used to measure fair value:

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

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

2 unchanged sentences

Financial assets and liabilities (including warrants) approximate fair value.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements at July 31, 2024 using:

All financial assets and liabilities approximate their fair value.

Warrants liabilities are valued at Level 3.

Fair Value Measurements at July 31, 2025

Quoted Prices

1 unchanged sentence

Warrant Liabilities

Fair Value Measurements at July 31, 2023 using:

Fair Value Measurements at July 31, 2024

Quoted Prices

16 unchanged sentences

Dividend yield

Consolidation of financial statements

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.

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

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

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

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 at 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.

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

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

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, 2024

July 31, 2023

Convertible Promissory Notes

Convertible Promissory Notes - Related Parties

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements

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.

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 all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

JULY 31, 2025 AND 2024

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses .

This guidance requires entities to disclose more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales and selling, general and administrative expenses.

Such guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, although early adoption is permitted.

This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this ASU on our disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

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

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.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 4 - GOING CONCERN

The Company has consistently sustained losses since its inception.

These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements.

The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties.

No assurance can be given that the Company will be successful in these efforts.

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

The Company 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.

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, 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:

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, 2024 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.

ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this guidance on a retrospective basis as of August 1, 2024 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 modified retrospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the consolidated financial statements.

NOTE 3 - DISCONTINUED OPERATIONS

The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Instruments - Discontinued Operations.

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

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

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

The divestiture of Hammer Fiber Optics Investments Ltd and Open Data Centers, LLC qualified for held-for-sale accounting and represent a strategic shift with a major effect on the Company's operations and financial results.

Following the divestitures, the Company does not have any significant continuing involvement in the operations of Open Data Centers, LLC or Hammer Fiber Optics Investment Ltd.

As a result, the divestitures met the criteria for reporting as a discontinued operation.

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper to sell the Company's telecommunications assets to Viper (the "Viper Sale").

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

As consideration for the Viper Sale the Company received back 2,500,000 shares of the Company's common stock.

The Viper Sale closed on November 1, 2024.

The returned shares had a value of $ 0.25 per share on November 1 2024 resulting in a total consideration value of $ 625,000 .

The Viper Sale qualified for held-for-sale accounting and represents a strategic shift with a major effect on the Company's operations and financial results.

Following the Viper Sale, the Company will not have any significant continuing involvement in the operations of Open Data Centers, LLC, 1 st Point Communications, LLC, Endstream Communications LLC, American Networks Inc., or Wikibuli Inc.

As a result, the telecommunication assets met the criteria for reporting as a discontinued operation.

With the divestiture of the telecommunications assets, the Company has begun to concentrate its efforts on fintech initiatives such as its mobile payments platform, instead of on telecommunication services.

The financial results of the telecommunication assets are presented as loss from discontinued operations, after tax in the consolidated statement of operations.

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

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 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 balance sheets for the year ended July 31, 2023:

(as restated)

JULY 31, 2025 AND 2024

Current assets

Cash and cash equivalents

Accounts receivable, net

Accounts receivable

Note receivable

Security deposits

1 unchanged sentence

Total current assets

Noncurrent assets

Property and equipment, net

Intangible assets, net

Total noncurrent assets

Total assets - discontinued operations

Current liabilities

Accounts payable and accrued expenses

Notes payable

Convertible notes payable

Loans payable

Convertible notes payable - related parties

Warrant liabilities

Unissued Stock

Deferred revenue

Current liabilities from discontinued operations

Contract liabilities

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders' Equity

Common stock, $0.001 par value, 250,000,000 shares authorized 63,155,947 and 62,205,947 shares issued;

61,402,612 and 60,452,612 shares outstanding at July 31, 2024 and July 31, 2023, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholder's Equity

Total Liabilities and Stockholders' Equity

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 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 statement of operations for the year ended July 31, 2023:

For the Year Ended

July 31, 2023

Costs and expenses:

Total liabilities - discontinued operations

The following table represents the major components of the financial results of discontinued operations for the years ended July 31, 2025 and 2024:

For the Years Ended,

Cost of sales

Operating expenses

Selling, general and administrative expenses

Depreciation expense

Depreciation and amortization expense

Total operating expenses

Operating loss

OPERATING INCOME (LOSS)

Other income (expense)

Interest expense

Warrant adjustment to fair value

Financing expenses

Change in fair value of warrant liabilities

Financing expense

Other expenses

Total other expenses

Income (loss) Before Discontinued Operations

Income (loss) From Discontinued Operations

Weighted average number of common shares outstanding - basic and diluted

Loss per share- basic and diluted

Continuing operations

Discontinued operations

Gain on disposal of subsidiaries

Total other income (expense)

Net income from discontinued operations before taxes

Provision for income taxes

Net income from discontinued operations, after taxes

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

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 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, 2023:

(As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES

Loss from discontinued operations

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:

JULY 31, 2025 AND 2024

Net assets and liabilities

Cash and cash equivalents

Accounts receivable

Note receivable

Security deposits

Prepaid expenses

Accounts payable

Property and equipment, net

Accounts payable and accrued expenses

Loans payable

Convertible notes payable - related parties

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

Shares issued for debt conversion

The specific explanations for the 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.

Net gain from disposal of assets and liabilities

Consideration received in exchange for disposal of assets

Gain on disposal of subsidiaries

Loans payable from discontinued operations

On August 7, 2024, the Company authorized and executed a Purchase Agreement with Viper to sell the Company's telecommunications assets to Viper (the "Viper Sale").

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

The Viper Sale closed on November 1, 2024.

The telecommunication assets met the criteria for reporting as a discontinued operation and all assets and liabilities held within the telecommunication assets, including loans payable, were disposed of.

On August 27, 2024, Endstream Communications entered into a financing agreement with a financial institution in the amount of $ 68,250 .

As of November 1, 2024, the principal amount remaining under this financial agreement was $ 47,243 .

As of November 1, 2024, the closing date of the Viper Sale, the liability from this financing agreement was assumed by Viper as part of the Viper Sale.

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

As of November 1, 2024 and July 31, 2024, the principal amount remaining under this financial agreement was $ 15,600 and $ 35,880 , respectively.

As of November 1, 2024, the closing date of the Viper Sale, the liability from this financing agreement was assumed by Viper as part of the Viper Sale.

On August 8, 2024, a lender lent 1stPoint Communications $ 73,260 .

As of November 1, 2024, the principal amount was $ 32,615 .

As of November 1, 2024, this liability was assumed by Viper as part of the Viper Sale.

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

As of November 1, 2024 and July 31, 2024 the principal remaining under this financial agreement was $ 0 and $ 17,234 , respectively.

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

As of November 1, 2024, the closing date of the Viper Sale, the liability from this financing agreement was assumed by Viper as part of the Viper Sale.

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

As of November 1, 2024 and July 31, 2024 the principal remaining was $ 10,972 .

As of November 1, 2024, the closing date of the Viper Sale, the liability from this loan was assumed by Viper as part of the Viper Sale.

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

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

The amount was refinanced once more during the year ended July 31, 2024 in the amount of $ 50,379 .

As of November 1, 2024, and July 31, 2024 the principal remaining was $ 0 and $ 37,498 , respectively.

The balance was paid in full on August 27, 2024.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

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

November 1, 2024

July 31, 2024

NOTE 6 - DISCONTINUED OPERATIONS

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.

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.

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, 2024 and 2023, there were $ 544,533 and $ 545,994 , respectively, of accounts payables for discontinued operations that remain on the books.

Notes payable

current portion, net

Long-term notes payable, net

Related party convertible notes from discontinued operations

On March 24, 2020, the Company entered into a convertible note with a former Chief Financial Officer of the Company in the amount of $ 43,000 .

The convertible note bears interest at a rate of 6 % annually.

The convertible note converts at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

The interest on this convertible note has been waived by the lender.

As of November 1, 2024 and July 31, 2024, the balance of this note was $ 40,000 and $ 43,000 , respectively.

As of November 1, 2024, the closing date of the Viper Sale, the liability from this convertible note was assumed by Viper as part of the Viper Sale.

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

The convertible note bears interest at a rate of 6 % annually.

The convertible note converts at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

Interest on the convertible note has been waived by the lender.

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

As of November 1, 2024 and July 31, 2024, the balance of this note was $ 161,300 .

As of November 1, 2024, the closing date of the Viper Sale, the liability from this convertible note was assumed by Viper as part of the Viper Sale.

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

November 1, 2024

July 31, 2024

Convertible notes payable - related parties from discontinued operations

current portion, net

Long-term convertible notes payable - related parties, net

NOTE 4 - PROPERTY AND EQUIPMENT

As of July 31, 2025 and 2024, property and equipment consisted of the following:

Computer, Telecom equipment & Software

Computer and telecom equipment

Accumulated depreciation

NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS

As of July 31, 2024 and July 31, 2023, respectively, the Company had $ 2,959,286 of recognized indefinite lived intangible assets, which consist of customer contract assets from acquisitions and costs capitalized.

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.

The Company did not recognize any intangible asset impairment charges during the years ended July 31, 2024 or 2023.

Other Intangible Assets

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

The company regularly reviews property and equipment for possible impairment.

This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.

Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of July 31, 2025 and 2024, respectively.

The Company recognized depreciation expense of $ 2,155 and $ 0 during the years ended July 31, 2025 and 2024, respectively.

NOTE 5 - INTANGIBLE ASSETS, NET

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

July 31, 2025

July 31, 2024

Customer contracts

The amortization expense for Other intangible assets was as follows:

In January 2022, the Company completed an asset acquisition and purchased a $ 3,862,657 customer contract intangible asset and a $ 387,843 software asset.

The Company capitalizes internal-use software development costs.

During the years ended July 31, 2025 and 2024 the Company capitalized $ 0 and $ 33,920 of software development costs (Note 2 - Summary of Significant Accounting Policies).

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 8 - INDEFINITE LIVED INTANGIBLE ASSETS (CONTINUED)

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

NOTE 9 - NOTES PAYABLE

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

As of July 31, 2024, the principal amount remaining under this financial agreement was $ 35,880 .

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, 2024 and 2023 the principal remaining under this financial agreement was $ 0 and $ 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.

JULY 31, 2025 AND 2024

Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contracts intangible asset, the Company fully impaired the customer contracts asset as of July 31, 2025.

As a result, the Company recognized a loss from the impairment of intangible assets of $ 1,888,242 for the year ended July 31, 2025.

The Company incurred amortization expense of $ 675,568 and $ 673,193 for the years ended July 31, 2025 and 2024, respectively.

Estimated annual amortization expense for intangible assets is as follows:

For the years ended July 31,

NOTE 6 - LOANS PAYABLE

On January 5, 2022, the Company entered into an unsecured promissory note with a lender in the amount of $ 29,253 .

The promissory note bears interest at a rate of 6 % annually and has a maturity date of December 31, 2024.

During the years ended July 31, 2025 and 2024 the Company incurred interest expense of $ 1,455 and $ 1,459 , respectively, due to the promissory note.

At July 31, 2025 and 2024 the Company had an outstanding accrued interest balance from the promissory note of $ 5,199 and $ 3,744 , respectively.

As of July 31, 2025 and 2024, 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, 2024 and 2023 the principal remaining was $ 10,972 .

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

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

The amount was refinanced once more during the year ended July 31, 2024 in the amount of $ 50,379 .

As of July 31, 2024 and 2023 the principal remaining was $ 37,498 and $ 40,234 .

As of July 31, 2025 the promissory note was past due and in default.

As of July 31, 2025 and 2024, notes payable consisted of the following:

4 unchanged sentences

Long-term notes payable, net

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 7 - 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 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, 2024 and 2023, 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.

Related party convertible notes from continued operations

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

Principal of $ 4,500 has been repaid.

The note will convert into Common Stock at the Company's option and bears interest at a rate of 6 % annually, to be expensed at the time of conversion.

The interest and maturity date on this convertible note have been waived by the lender.

As a result, the Company did not recognize any interest expense from this note during the years ended July 31, 2025 and 2024..

As of July 31, 2025 and 2024, the balance of this convertible note was $ 7,500 .

On August 24, 2019, the Company entered into two convertible notes with Andera Capital, LLC and Somerset Health Care Advisors, both of which are related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $ 12,000 and $ 6,000 respectively.

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

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

As of July 31, 2024 and 2023, the balances of these notes were $ 12,000 and $ 6,000 for both periods.

On March 24, 2020, 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, 2024 and 2023, the balance of this note was $ 43,000 .

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, 2024 and 2023, 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 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, 2024 and 2023, 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 interest and maturity dates on these convertible notes have been waived by the lender.

As a result, the Company did not recognize any interest expense from this note during the years ended July 31, 2025 and 2024.

The convertible notes convert at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

As of July 31, 2025 and 2024 the balances of each of these notes were $ 12,000 and $ 6,000 .

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

The convertible note bears interest at a rate of 6 % annually.

The convertible note converts at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

The interest and maturity date on this note have been waived by the lender.

As a result, the Company did not recognize any interest expense from this note during the years ended July 31, 2025 and 2024.

As of July 31, 2025 and 2024, the balance of this convertible note was $ 36,300 .

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

On February 26, 2021, the Company entered into a convertible note (the "February 2021 Convertible Note") with Michael Sevell, a Director of the Company, 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.

The note has been amended several times, with a total increase in funding of $ 1,218,993 .

The interest and maturity date of the February 2021 Convertible Note have been waived by the lender.

As a result, the Company did not recognize any interest expense from the February 2021 Convertible Note during the years ended July 31, 2025 and 2024.

The convertible note converts at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

The note has been amended several times, with an additional $ 1,436,806 loaned during the year ended July 31, 2025.

On May 24, 2025 the Company, Michael Sevell, and Caban global Reach Private Equity LP ("CGRPE") entered into an Assignment and Assumption Agreement, pursuant to which, Michael Sevell assigned to CGRPE the full balance of February 2021 Convertible Note.

Michael Sevell and Michael Cothill, two Directors of the Company, are both Directors of CGRPE.

On May 26, 2025 the Company and CGRPE entered into a debt exchange agreement (the "exchange"), pursuant to which the entire principal balance of the February 2021 Convertible Note was forgiven in exchange for 10,154,542 shares of common stock (Note 10 - Stockholders' Equity).

As a result, the Company recognized a loss on conversion of $ 974,836 .

Immediately prior to the exchange the February 2021 Convertible Note had a principal balance of $ 2,680,799 .

As of July 31, 2025 and 2024, the balance of this note was $ 0 and $ 1,243,993 , respectively.

As of July 31, 2024 and 2023, 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.

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

On May 2, 2025, the Company entered into a promissory note agreement ("May 2025 Convertible Note") with CGRPE, pursuant to which CGRPE agreed to fund the Company with advances in an open loan facility.

All amounts lent to the Company must be repaid by May 2, 2028.

Interest accrues on the May 2025 Convertible Note at a rate of 4 % per annum.

The outstanding principal may be converted into shares of restricted common stock at the option of the related party.

The conversion price is equal to the prevailing market price on the date of conversion at a 25 % discount.

As of July 31, 2025 the outstanding balance due to the May 2025 Convertible note was $ 85,946 .

The Company recognized interest expense of $ 326 due to the May 2025 Convertible note during the year ended July 31, 2025.

As of July 31, 2025 and 2024, related parties convertible debt consisted of the following:

6 unchanged sentences

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.

Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $ 550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note.

Pursuant to the terms of the Mast SPA, the Company issued Mast a promissory note in the aggregate principal amount of $ 550,000 (the "Mast Note").

The Mast Note is convertible into shares of the Company's common stock.

The Mast Note has an original issue discount of $ 55,000 , resulting in gross proceeds to the Company of $ 495,000 .

2 unchanged sentences

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, 2024 and 2023, the balance of the Mast Note was $ 682,000 and $ 612,000 , respectively.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 11 - CONVERTIBLE DEBT (CONTINUED)

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.

Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $ 3.00 (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $ 1.50 (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares (the "commitment shares") of Company common stock to Mast as additional consideration for the purchase of the Mast Note (Note 12 - Warrants).

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.

1 unchanged sentence

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.

The Mast Note bears interest at a rate of 12 % per annum and matures on February 11, 2025 .

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

The Mast Note bears interest at a rate of 12 % per annum.

Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16 % per annum and (ii) the maximum amount permitted by law.

4 unchanged sentences

Each of the Mast Warrants expires on the five-year anniversary of issuance.

The foregoing description of the Mast SPA, the Mast Note and the Mast Warrants does not purport to be complete and is qualified in its entirety by reference to the Mast SPA, the Mast Note, the First Mast Warrant and the Second Mast Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to Form 8-K filed on February 23, 2022.

On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos").

Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $ 275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note.

The Talos Note has an original issue discount of $ 27,500 , resulting in gross proceeds to the Company of $ 247,500 .

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

Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $ 3.00 , subject to adjustment as set forth therein (the "Talos First Warrant"), (ii) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $ 1.50 , subject to adjustment as set forth therein (the "Talos Second Warrant" and together with the Talos First Warrant, the "Talos Warrants"), and (iii) 237,500 shares of Company common stock to Talos as additional consideration for the purchase of the Talos Note.

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

As of July 31, 2025 the Mast Note had been fully repaid and as result, it had a balance of $ 0 .

As of July 31, 2024, the balance of the Mast Note was $ 682,000 .

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

As of July 31, 2025 the Company did not have any outstanding convertible notes payable.

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

6 unchanged sentences

NOTE 9 - INCOME TAXES

T he difference between the actual income tax rate versus the tax computed at the Federal Statutory Rate follows:

The difference between the actual income tax rate versus the tax computed at the Federal Statutory Rate follows:

July 31, 2025

July 31, 2024

State net of federal

Non-taxable change in fair value of warrant

Sale of subsidiaries

Loss on conversion of debt

Other permanent items

9 unchanged sentences

Net operating loss carryforward

Capital loss carryforward

Total deferred tax assets

5 unchanged sentences

These carryforwards start expiring in 2029.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period.

2 unchanged sentences

The tax periods ending July 31, 2022 through 2024 are open for examination.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 13 - STOCKHOLDERS' EQUITY

On April 4, 2024, the Company entered into the Second Amendment to the Mast Note, which included the issuance of 475,000 shares of the Company's common stock issued during the quarter ended April 30, 2024 (see Note 11).

NOTE 10 - STOCKHOLDERS' EQUITY (DEFICIT)

The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company's Board of Directors.

As of July 31, 2025, no cash dividend has been declared to date.

Each share of common stock is entitled to one vote.

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 May 26, 2025 the Company and a related party lender entered into a debt exchange agreement (the "exchange"), pursuant to which the entire principal balance of the February 2021 Convertible Note was forgiven in exchange for 10,154,542 shares of common stock.

As a result, the Company recognized a loss on conversion of $ 974,836 .

Immediately prior to the exchange the February 2021 Convertible Note had a principal balance of $ 2,680,799 (Note 7 - Related Party Convertible Debt).

Treasury Stock

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

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 15 - CLAIMS

On November 1, 2024, the Viper Sale closed.

As a result the Company sold its telecommunications assets to Viper, including 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10 % ownership interest in Wikibuli Inc.

As consideration for the Viper Sale the Company received back 2,500,000 shares of the Company's common stock which was recorded as treasury stock (Note 3 - Discontinued Operations).

The treasury stock from the Viper Sale was recorded at $ 0.25 per share, resulting in a total value of $ 625,000 .

The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock.

Repurchases are reflected as reductions of stockholders' equity at cost.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business.

1 unchanged sentence

These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

The following parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

Calvi Electric v.

Hammer Fiber Optics Inv, Ltd.

Horizon Blue Cross v.

Hammer Fiber Optics Inv, Ltd.

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.

As of July 31, 2025 the Company had accrued a liability of $ 26,000 due to trust fund recovery penalty ("TFRP") taxes which may be assessed against former directors or officers of the Company by the New Jersey Division of Taxation.

Such former directors and officers may seek to be indemnified by the Company as a result of the TRFP taxes.

The $ 26,000 accrual is recorded on the Company's Consolidated Balance Sheet as a component of accounts payable and accrued expenses.

NOTE 12 - WARRANTS

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.

The warrants are exercisable for 5 years at $ 1.50 per share.

The warrants were evaluated for purposes of classification between liability and equity.

Because 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 to Mast Hill Fund, L.P.

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

On February 11, 2022, the Company issued a purchase warrant (the "Mast First Warrant") to Mast Hill Fund, L.P.

for 150,000 shares of the Company's common stock in conjunction with convertible debt (Note 8 - Convertible Debt).

The warrants are exercisable for 5 years at $ 3.00 per share.

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.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

On February 11, 2022, the Company issued a purchase warrant (the "Mast Second Warrant") to Mast Hill Fund, L.P.

for 150,000 shares of the Company's common stock in conjunction with convertible debt (Note 8 - Convertible Debt).

The warrants are exercisable for 5 years at $ 1.50 per share.

The warrants were evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants were classified as liabilities.

On August 14, 2024 the Company and Mast Hill agreed to extinguish the Mast Second Warrant.

On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for 75,000 shares of the Company's common stock in conjunction with convertible debt.

The warrants are exercisable for 5 years at $ 1.50 per share.

The warrants were evaluated for purposes of classification between liability and equity.

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

The warrants were evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants are classified as liabilities.

On February 17, 2022, the Company issued a purchase warrant to Talos Victory Fund, LLC for 75,000 shares of the Company's common stock in conjunction with convertible debt.

The warrants are exercisable for 5 years at $ 3.00 per share.

The warrants were evaluated for purposes of classification between liability and equity.

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

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2024

NOTE 16 - WARRANTS (CONTINUED)

The Black Scholes model was used to determine the fair price of the warrants, including the use of the share price, exercise price, term, volatility, risk free interest rate and the dividend rate.

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

The warrants were evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants are classified as liabilities.

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

Balance outstanding at July 31, 2023

4 unchanged sentences

Exercisable at July 31, 2024

The fair values of warrants granted during the years ended July 31, 2024 and 2023 were estimated using Black-Scholes option-pricing model with the following assumptions:

The fair values of the warrant liabilities during the years ended July 31, 2025 and 2024 were estimated using Black-Scholes option-pricing model with the following assumptions:

Exercise Price

3 unchanged sentences

4.05 % - 4.90 %

3.45 % - 4.16 %

Expected life (in years)

1 unchanged sentence

113 % - 868 %

227 % - 248 %

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.

The loss from discontinued operations was $ 967,543 .

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

The remaining assets of the operations of Hammer Wireless [SL] Ltd in Sierra Leone have been written down and considered a loss from discontinued operations.

The loss from discontinued operations was $ 46,057 .

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

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 periods were considered revenues.

The Other Income totaled approximately $ 293,753 and $ 262,259 for July 31, 2024 and 2023, respectively.

NOTE 13 - EARNINGS PER SHARE

Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding.

The Company also calculates dilutive potential common shares using the treasury stock method for options and warrants.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

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

For the Years Ended,

Net loss from continuing operations

Net income from discontinued operations

Basic weighted average common shares outstanding

Effect of potentially dilutive convertible notes

Dilutive weighted average common shares outstanding

Net loss from continuing operations per common share:

Net income from discontinued operations per common share:

Net loss per common share:

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

July 31, 2025

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

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 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 on conversion as of the fiscal year end July 31, 2023.

Financing Expenses

During the fiscal year ended July 31, 2024, the Company recognized financing expenses associated with notes payable to Synergy Finance of $ 22,420 and $ 14,197 to Forward Financing.

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, 2024 and 2023, the Company recognized $ 164,525 and $ 209,130 in financing expenses associated with the Mast Hill note and Talos convertible notes.

Other Expenses

During the fiscal year ended July 31, 2024, the Company recognized a loss on the writedown of assets in association with the discontinuation of the Hammer Wireless SL business unit.

1stPoint and Endstream recognized a loss of $ 4,134 and $ 21,884 respectively.

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.

July 31, 2024

Convertible Notes

NOTE 14 - SEGMENT REPORTING

The accounting policies for the Company's single operating segment are the same as those described in the summary of significant accounting policies.

The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM").

The CODM manages the Company's business activities as a single operating and reportable segment at the consolidated level.

Accordingly, our CODM uses consolidated net loss from continuing operations to allocate resources, and assess performance.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2025 AND 2024

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

For the Years Ended,

Significant and other segment expenses

Selling, general and administrative expenses

Depreciation and amortization expense

Intangible asset impairment

Interest expense

Warrant financing expense

Change in fair value of warrant liability

Loss on conversion of debt

Net loss from continuing operations

NOTE 15 - SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through February 4, 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.

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

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.

Effective September 3, 2025, the Company amended its Articles of Incorporation to effect a change of the Company's name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp." (the "Name Change").

The Name Change does not affect the Company's ticker symbol (HMMR) or the CUSIP number for the Company's outstanding shares of common stock.

Between August 1, 2025 and October 23, 2025 the Company received $ 150,000 in proceeds pursuant to the May 2025 Convertible Note (Note 7 – Related Party Convertible Debt).

Effective August 9, 2025, four related party convertible party notes with a total principal balance of $ 61,800 were forgiven by their holders (Note 7 – Related Party Convertible Debt).

As a result, the principal balance owed due to these convertible notes was reduced to $ 0 and a gain on extinguishment recognized on the statement of operations.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS

a) Dismissal of Fruci & Associates II, PLLC ("Fruci")

On February 20, 2025, the Board of Directors of the Company approved the dismissal of Fruci & Associates II, PLLC ("Fruci") as its independent registered public accounting firm.

During the Company's two most recent fiscal years ended July 31, 2024 and 2023 and the subsequent interim periods through February 18, 2025, there were no disagreements as defined in Item 304 of Regulation S-K with Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Fruci, would have caused it to make reference in connection with any opinion to the subject matter of the disagreement.

Further, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

(b) Engagement of Salberg & Company, P.A.

On February 20, 2025, the Board of Directors approved the appointment of Salberg & Company, P.A.

("Salberg"), an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm.

During our two most recent fiscal years through July 31, 2024, and the subsequent interim periods through February 20, 2025, neither us nor anyone on our behalf consulted Salberg regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements;

or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

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

Item 8. Financial Statements and Supplementary Data