HAMMER TECHNOLOGY HOLDINGS CORP. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. At the end of the period covered by this 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. 17 Material Weakness and Correction Action Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. Specifically, this is due to an inherent staffing limitation to properly segregate duties and provide adequate monitoring during the process leading to and including the preparation of the consolidated financial statements. 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. Limitations on Effectiveness of Controls and Procedures Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Attestation Report of the Independent Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Identification of Executive Officers and Directors of the Company 18 The following table sets forth certain information regarding our current executive officers and directors as of the date of this Annual Report: Name Age Positions Michael Cothill 68 Principal Executive Officer Director Mark Stogdill 45 Principal Financial Officer Director Michael Sevell 70 Director Eric Maire 59 Director 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 Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders' Meeting, or until his death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors. 19 Family Relationships None. Risk Oversight Our board of directors takes a company-wide approach to risk management. Our board of directors determines the appropriate risk level for us generally, assesses the specific risks faced by us and reviews the steps taken by management to manage those risks. While our board of directors has ultimate oversight responsibility for the risk management process given that no board committees have yet been formed. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors. Until our board of directors has established a compensation committee, it remains responsible for, among other things, overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards is administered. Until our board of directors has established an audit committee, it will oversee, among other things, our corporate accounting and financial reporting process and oversees the audit of our financial statements and the effectiveness of our internal control over financial reporting. 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. Nominations to the Board of Directors Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Our board of directors' candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to our board of directors' activities and to enhance their knowledge of our business. 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. 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 During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following: (1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 20 (5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; (6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Code of Ethics The Company has not adopted a Code of Ethics. 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, 2025, we do not believe any reports were required to be filed by such persons pursuant to Section 16(a). 21 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our executive officers for the fiscal years ended July 31, 2025 and 2024. SUMMARY COMPENSATION TABLE Name and Principal Position Fiscal Year Salary ($) All Other Compensation ($) Total ($) Michael P. Cothill 2025 NIL NIL NIL Executive Director & Executive Chairman 2024 NIL NIL NIL Mark Stogdill 1 2025 NIL NIL NIL Principal Financial Officer & Director 2024 NIL NIL NIL Erik Levitt 1 2025 NIL NIL NIL Principal Financial Officer & Director 2024 NIL NIL NIL 1 As of August 7, 2024, Erik Levitt tendered his resignation as Principal Financial Officer and as a director of the Company. The Board of Directors appointed Mark Stogdill to the position of Principal Financial Officer and Secretary of the Company. Equity Incentive Plan None. Option Grants We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans. Management Agreements None. Pension, Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof. Compensation Committee We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation. 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. 22 ITEM 12. 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 the date of this Annual Report: Name and Address of Beneficial Owner Directors and Officers: Class Shares Held or Controlled Percentage of Class 1 Michael Cothill 2 Principal Executive Officer & Director 6151 Lake Osprey Drive Sarasota, FL 34240 Common 4,350,000 6.89% Mark Stogdill 3 Principal Financial Officer & Director 6151 Lake Osprey Drive Sarasota, FL 34240 Common 4,545,340 7.20% Michael Sevell 4 Director 6151 Lake Osprey Drive Sarasota, FL 34240 Common 8,065,236 12.77% Eric Maire Director Common 0 0% 6151 Lake Osprey Drive Sarasota, Florida 34240 All officers and directors as a group (4 people) Common 16,960,576 26.86% 5% Shareholders None Common ------------ --------- 1. The number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The entities or persons named in the table have sole voting and investment power with respect to all shares of common stock shown that are beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. 2. Michael Cothill's ownership of 4,350,000 shares represents his indirect ownership of 4,350,000 shares owned by Ambleside Trust, for which he has sole voting and dispositive control. 3. Mark Stogdill's ownership of 4,545,340 shares represents his indirect ownership of 4,545,340 shares owned by Arradis Enterprises, LLC, a limited liability company for which he has sole voting and dispositive control. 4. Michael Sevell's ownership of 8,065,236 shares is composed of: (a) 5,872,736 shares owned directly by Michael Sevell; and (b) 2,192,500 shares representing his indirect ownership of 2,192,500 shares owned by Forefront Investors, LLC., a limited liability company for which he has sole voting and dispositive control. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transactions None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 10% of the Company's outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, or in any proposed transaction, which has materially affected or will affect the Company other than as disclosed in the financial statements. 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. 23 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: Disclosing such transactions in reports where required; Disclosing in any and all filings with the SEC, where required; Obtaining disinterested directors consent; and Obtaining shareholder consent where required. Director Independence 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 Eric Maire are independent directors. Review, Approval or Ratification of Transactions with Related Persons We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The company employs Pre-Approval Policies and Procedures Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures. Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years: 2025 2024 Audit fees (1) $ 75,000 $ 55,000 Audit related fees (2) - - Tax fees (3) - - All other fees - - Total $ 75,000 $ 55,000 (1) Audit fees - these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly consolidated financial statements. (2) Audit-related fees - these fees relate primarily to the auditors' review of our registration statements and audit related consulting. (3) Tax fees - no fees of this sort were billed by our independent registered public accounting firm during 2025 and 2024 fiscal years. All Other Fees We did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended July 31, 2025 and 2024. 24 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. Pre-Approval Policies and Procedures We do not have an audit committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during the fiscal years ended July 31, 2025 and 2024 were reviewed and approved by our Board before the respective services were rendered. Maintaining Principal Accountant's Independence 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. 25 ITEM 15. EXHIBITS Exhibit Number Description of Exhibit 31.01* Certification of Principal Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2022 31.02* Certification of Principal Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2022 32.01* Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 32.02* Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 101.INS** Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL 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 104* 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. *In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed. **Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. 26 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HAMMER TECHNOLOGY HOLDINGS CORP Date: October 29, 2025 /s/ Michael Cothill Michael P. Cothill Principal Executive Officer Date: October 29, 2025 /s/ Mark Stogdill Mark Stogdill Principal Financial Officer 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. Date: October 29, 2025 /s/ Michael Cothill Michael P. Cothill Principal Executive Officer, Director Date: October 29, 2025 /s/ Mark Stogdill Mark Stogdill Principal Financial Officer, Director Date: October 29, 2025 /s/ Michael Sevell Michael Sevell Director 27