HAMMER TECHNOLOGY HOLDINGS CORP. 10-K

ITEM 1. BUSINESS Our Corporate History and Background The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company's principal activity was as a pre-exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company. During this time, the Company was deemed a "shell company" in the pre-exploration stage and was ultimately unable to commence exploration activities. 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 51% of the issued and outstanding common stock and cash consideration to Tanaris in the aggregate amount of $350,000. 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 a Share Exchange Agreement (the "Share Exchange Agreement") with Hammer Fiber Optics Investments, Ltd., a Delaware corporation ("HFOI"), and the controlling stockholders of HFOI (the "HFOI Shareholders"). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the "HFOI Shares") and in exchange the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company. Hammer Fiber Optics Investments, Ltd. was formed in the State of Delaware on June 13, 2014. On April 13, 2016, our board of directors approved a Plan of Merger (the "Plan of Merger") under Nevada Revised Statutes (NRS) Section 92A.180 to merge (the "Merger") with our wholly-owned subsidiary Hammer Fiber Optics Holdings Corp., a Nevada corporation, to effect a name change from Tanaris Power Holdings, Inc. to Hammer Fiber Optics Holdings Corp. The transaction was accounted for as a reverse merger. The Plan of Merger also provided for a 1 for 1,000 exchange ratio for shareholders of both the Company and Hammer Fiber Optics Holdings Corp., which had the effect of a 1 for 1,000 reverse split of our 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 FINRA for its review and approval. On May 3, 2016, the Financial Industry Regulatory Authority ("FINRA") approved the merger with our wholly-owned subsidiary, Hammer Fiber Optics Holdings Corp. Accordingly, thereafter, the Company's name was changed and our shares of common stock began trading on the Over the Counter Bulletin Board (OTCBB) under our new ticker symbol "HMMR" as of May 27, 2016. On September 11, 2018, our board of directors approved stock purchase agreements with 1stPoint Communications LLC and its subsidiaries, Endstream Communications LLC, Open Data Centers LLC and Shelcomm Inc. for the acquisition of all of the equity of the entities. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate a data center facility in Piscataway, New Jersey. The acquisition of 1stPoint Communications, LLC, Open Data Centers, LLC and Shelcomm, Inc. closed on November 1, 2018. The acquisition of Endstream Communications, LLC closed on December 17, 2018. 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 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 of 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. 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. Viper has acquired these assets in exchange for receiving back 2,500,000 (2.5 million) shares of the Company's common stock. The transaction closed on November 1, 2024. 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. 4 On September 1, 2024, the Board approved a resolution to amend the Articles of Incorporation to change the Company's name from "Hammer Fiber Optics Holdings Corp" to "Hammer Technology Holdings Corp." The majority vote of shareholders approved the name change by written consent in lieu of a meeting on September 1, 2024. The name change became effective on September 3, 2025. Current Operations Hammer Technology Holdings Corp. ("Hammer", the "Company") (OTCPink Limited:HMMR) is a company focused on sustainable shareholder value investing in financial services technology. 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. Employees We currently have ten employees, six of which are full-time employees and four are part time. Some of our executive officers and directors are engaged in outside business activities that we do not believe conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors to execute various projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors, if appropriate. Intellectual Property The company owns and controls a portfolio of proprietary intellectual property assets developed to support its digital-payments division, HammerPay. These include: • Software Codebase and APIs: Proprietary source code, database architecture, and middleware connecting prepaid merchant cards, digital wallets, and real-time settlement engines. • Digital Platform Design: Custom integrations for merchant onboarding, sanctions screening, and KYC/AML verification workflows built into HammerPay's cloud-based system. • User Experience (UX) and Interface Assets: Original design layouts, workflow sequences, and customer-interaction modules unique to HammerPay's compliance-driven ecosystem. • Trademarks and Brand Assets: Trademark registration filings for the HammerPay and Hammer Technology Holdings brands are in progress in the U.S. and select international markets. • Process IP: Proprietary business processes for prepaid merchant card issuance, third-party reseller management, and merchant revenue-sharing models forming the foundation of HammerPay's commercial advantage. All intellectual property is owned by the Company and maintained through a structured IP protection program covering copyrights, confidentiality agreements, and data-security protocols. Competition HammerPay operates within the digital payments and prepaid merchant-card industry, competing with both traditional payment processors and emerging fintech platforms. Key competitors include Payoneer, Wise (formerly TransferWise), Stripe Treasury, Marqeta, and other Banking-as-a-Service (BaaS) infrastructure providers. Competitive Strengths: • Proprietary Compliance Infrastructure - Embedded OFAC, EU, and UN sanctions screening and AML/KYC validation directly within HammerPay's onboarding workflow. • Merchant-Specific Card Model - Value-restricted prepaid cards that eliminate cash-out risk and ensure transparent fund-tracking. • Integrated Fintech Stack - Unified issuing, acquiring, and digital-wallet capabilities managed through proprietary APIs and security-controlled settlement architecture. • Scalable White-Label Platform - Rapid deployment under partner brands, supporting expansion across African markets and diaspora payment channels. Competitive Challenges: • Larger competitors have broader global brand recognition and established regulatory footprints. 5 • As a growth-stage fintech, the Company continues to invest in platform certification, user acquisition, and international licensing to expand its market position. Despite these challenges, the Company's proprietary infrastructure, regulatory compliance rigor, and B2B2C delivery model create sustainable competitive advantages and long-term scalability in the digital payments sector. Available Information Our Internet website address is http://www.hmmrgroup.com. Through our website, we make available, free of charge, reports that we file with the Securities and Exchange Commission (" SEC "), which include, but are not limited to, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any and all amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These SEC reports can be also accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.