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Item 9A. Controls and Procedures

2025-10-29 compared with 2025-02-04 · 104 added, 59 removed, 141 unchanged (54% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we conducted an evaluation under the supervision and with the participation of our Principal Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures.

At the end of the period covered by this Annual Report, we conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that, as of July 31, 2025, the disclosure controls and procedures of our Company were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

All internal control systems, no matter how well designed, have inherent limitations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our internal controls over financial reporting as of July 31, 2025.

Based on this assessment, management believes that, as of July 31, 2025, we did not maintain effective internal control over financial reporting based on the criteria established in the "Internal Integrated Framework" issued by COSO in 2013 due to certain material weaknesses in its internal controls.

Material Weakness and Correction Action

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Changes in Internal Control over Financial Reporting

During the fiscal year 2024, we engaged an outsourced firm with a panel of CPA consultants in 2024 to assist in building internal controls and preparing financial reports, and to establish best practices and help us document and implement all the checks and balances needed for all financial areas.

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

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

OTHER INFORMATION

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Identification of Executive Officers and Directors of the Company

Name Age Positions

Michael Cothill 66 Principal Executive Officer

Mark Stogdill 43 Principal Financial Officer

Michael Sevell 69 Director

The following table sets forth certain information regarding our current executive officers and directors as of the date of this Annual Report:

Michael Cothill

Principal Executive Officer

Mark Stogdill

Principal Financial Officer

Michael Sevell

Michael Cothill - CEO and Chairman

Michael is a highly accomplished professional having gained extensive experience in a broad range of industry verticals.

Michael has specialized knowledge of assisting emerging markets, most specifically African governments on regulatory governance regarding licensing and compensation strategies that are designed to attract capital investment to their respective countries.

Amongst these projects have been the buildout of fiber optic infrastructure in Africa serving private enterprise projects covering countries such as Somalia, Ethiopia, Eretria, Kenya and Sudan in the north east African region to South Africa, Zimbabwe, Congo and Mozambique in the Southern region.

Michael brings 35 years of hands on strategic and corporate management, technological innovation and entrepreneurial guidance to emerging market companies.

Michael has been the Chairman of Hammer Technology Holdings since its inception in 2015 and is responsible in guiding the Company's operational strategy.

Michael Sevell - Independent Director

Michael Sevell has spent his career in all facets of business startups including retail management, custom home design and construction.

Michael now spends his time as an early-stage investor in companies such as Hammer Technology Holdings where he takes a "hands on approach" in entrepreneurial guidance of the executive management team in both the principals of successful business methodology and the appropriate practice of corporate governance procedures.

Michael is not only a highly valued member of the Board of Hammer Technology Holdings but has also personally invested the majority of the early-stage development capital in the Company and is responsible for its strategy to fund initiatives.

Mark Stogdill - CFO and Director

Mark Stogdill has spent most of his professional career serving the communications and technology industries.

As Head of Engineering for Fiber Engineering and Design he oversaw the full-scale deployment of the Verizon FiOS project covering the metropolitan areas of Philadelphia, Manhattan, Newark, New Jersey and York, Pennsylvania.

As a consultant, Mark served as a technical advisor on projects ranging from cellular data synchronization to providing design and engineering guidance in the creation of a SONET network for a community broadband project in MN.

As the President of the engineering firm Romar Industries, Mark worked on projects with Google Fiber in Austin, TX and fiber deployments for Time Warner Cable in Maine.

He has previously served as the CEO and CFO of Hammer Technology Holdings.

Eric Maire - Independent Director

Eric Maire holds an Information Technology Master's degree with extensive international business expertise.

Eric worked for the Western Switzerland Economic Foreign Economic development agency for 6 years and facilitated the establishment of reputed international companies to Vaud Switzerland such as Yahoo, Cisco, Chiquita, SC Johnson including locating more than 50 companies to Switzerland during his tenure.

As a Serial entrepreneur for more than 20 years, Eric has lived in Asia for 8 years including Russia and Turkey and has esteemed business relations in more than 40 countries across the globe.

Eric is the Co-Founder of HTG High Technology Glass SA in addition to his advisory firm, SwissAwa.

Eric is a representative board member of several Swiss and International companies in Switzerland and abroad and is a valued leader of Telecom Financial Service.

Term of Office

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Until our board of directors has established a nominating committee, it will be responsible for among other things, making recommendations regarding candidates for directorships, reviewing developments in corporate governance practices and developing a set of corporate governance guidelines.

Code of Ethics

The Company has not adopted a Code of Ethics.

Nominations to the Board of Directors

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Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our Common Stock are required to file forms reporting their beneficial ownership of our Common Stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.

During the fiscal year ended July 31, 2024, we do not believe any reports were required to be filed by such persons pursuant to Section 16(a).

Board Committees

Our board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee.

We do not have an audit committee financial expert serving on our board of directors.

Due to our limited financial resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.

Involvement in Certain Legal Proceedings

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

Code of Ethics

The Company has not adopted a Code of Ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

During the fiscal year ended July 31, 2025, we do not believe any reports were required to be filed by such persons pursuant to Section 16(a).

EXECUTIVE COMPENSATION

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SUMMARY COMPENSATION TABLE

Name and Principal Position Fiscal

Year Salary ($) All Other

Compensation ($) Total ($)

Cothill 2024 NIL NIL NIL

Executive Director & Executive Chairman 2023 NIL NIL NIL

Mark Stogdill 1 2024 NIL NIL NIL

Principal Financial Officer & Director 2023 NIL NIL NIL

Erik Levitt 1 2024 NIL NIL NIL

Principal Financial Officer & Director 2023 NIL NIL NIL

Name and Principal Position

Compensation ($)

Executive Director & Executive Chairman

Mark Stogdill 1

Principal Financial Officer & Director

Erik Levitt 1

Principal Financial Officer & Director

1 As of August 7, 2024, Erik Levitt tendered his resignation as Principal Financial Officer and as a director of the Company.

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

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

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

We believe that our compensation policies and practices for all employees and other individual service providers, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding our current executive officers and directors as of February 4 , 2025:

The following table sets forth certain information regarding our current executive officers and directors as of the date of this Annual Report:

Name and Address of Beneficial

Owner Directors and Officers:

Age Class Shares Held or

Controlled Percentage of Class 1

Shares Held or

Percentage of Class 1

Michael Cothill 2

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6151 Lake Osprey Drive

Sarasota, FL 34240 66 Common 4,350,000 6.89%

Sarasota, FL 34240

Mark Stogdill 3

1 unchanged sentence

6151 Lake Osprey Drive

Sarasota, FL 34240 43 Common 4,545,340 7.20%

Sarasota, FL 34240

Michael Sevell 4

6151 Lake Osprey Drive

Sarasota, FL 34240 69 Common 8,065,236 12.77%

All executive officers and directors as a group (3 people) Common 16,960,576 26.86 %

Sarasota, FL 34240

6151 Lake Osprey Drive

Sarasota, Florida 34240

All officers and directors as a group (4 people)

5% Shareholders None

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

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Related Party Transactions

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

On August 29, 2024, Hammer Technology Holdings Corp.

(the "Company") entered into and closed a loan agreement (the "Loan") with one of our members of the Board of Directors (the "Board Member"), 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 May 24, 2025, the Company entered into an Assignment and Assumption Agreement with Michael Sevell and Caban Global Reach Private Equity LP ("CGRPE"), a Delaware limited partnership.

Under this agreement, Mr.

Sevell assigned to CGRPE a convertible note previously issued by the Company in the principal amount of $2,680,798.50 (the "Loan") as a capital contribution to CGRPE, in accordance with Section 721 of the Internal Revenue Code.

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

On May 25, 2025, the Company and CGRPE executed a Debt Exchange Agreement pursuant to which the full principal amount of the Loan was exchanged for 10,154,542 shares of common stock of the Company, at a per-share conversion price of $0.264.

This conversion fully extinguishes the Company's debt obligation and was consummated pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

On May 2, 2025, the Company entered into a promissory note agreement 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 promissory note agreement at a rate of 4% per annum.

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

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 owed by the Company due to the promissory note agreement was $85,946.

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

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Director Independence

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

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

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

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

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

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

Review, Approval or Ratification of Transactions with Related Persons

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Audit related fees (2)

Tax fees (3) - -

All other fees

Total $ 55,000 $ 33,500

Audit fees - these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly consolidated financial statements.

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Maintaining Principal Accountant's Independence

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

Number Description of Exhibit

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either:

(i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

Description of Exhibit

Certification of Principal Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2022

Certification of Principal Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2022

32.1 C ertification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Ac t

32.2* C ertification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Ac t

101.INS** Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL documen t

101.SCH** Inline XBRL Taxonomy Extension Schema Document

101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB** Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL documen t

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Cover Page Interactive Data File - the cover page from the Registrant's Annual Report on Form 10-K for the period ended July 31, 2025, is formatted in Inline XBRL.

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HAMMER TECHNOLOGY HOLDINGS CORP

February 4, 2025 /s/ Michael Cothill

October 29, 2025

/s/ Michael Cothill

Principal Executive Officer

February 4, 2025 /s/ Mark Stogdill

October 29, 2025

/s/ Mark Stogdill

Mark Stogdill

1 unchanged sentence

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

HAMMER TECHNOLOGY HOLDINGS CORP

February 4, 2025 /s/ Michael Cothill

Principal Executive Officer

February 4, 2025 /s/ Mark Stogdill

October 29, 2025

/s/ Michael Cothill

Principal Executive Officer, Director

October 29, 2025

/s/ Mark Stogdill

Mark Stogdill

Principal Financial Officer

February 4, 2025 /s/ Michael Sevell

Principal Financial Officer, Director

October 29, 2025

/s/ Michael Sevell

Michael Sevell

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 9A. Controls and Procedures