What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-03-17 compared with 2025-12-15 · 66 added, 33 removed, 86 unchanged (54% of the section changed)

25 unchanged sentences

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

Results of Operations for the Three Months Ended October 31, 2025 Compared to the Three Months Ended October 31, 2024

Results of Operations

For the Three Months Ended January 31, 2026 Compared to the Three Months Ended January 31, 2025

2026 2025 $ Change % Change

Selling, general and administrative expenses 108,199 176,928 (68,729 ) (38.85)%

1 unchanged sentence

Total operating expenses $ 139,274 $ 347,575 $ (208,301 ) (59.93)%

Net revenues for the three months ended October 31, 2025 and 2024 were $0.

We did not generate any revenues during the three months ended October 31, 2025 as our mobile payments platform had not yet launched.

During the three months ended October 31, 2025, we incurred total operating expenses of $165,107 compared with $355,586, a decrease of approximately $190,479 or 54%, for the comparable period ended October 31, 2024.

Net revenues for the three months ended January 31, 2026 and 2025 were $0.

We did not generate any revenues during the three months ended January 31, 2026 as our mobile payments platform had not yet launched.

During the three months ended January 31, 2026, we incurred total operating expenses of $139,274 compared with $347,575, a decrease of approximately $208,301 or 60%, for the comparable period ended January 31, 2025.

The decrease in operating expenses is primarily the result of decreased depreciation and amortization expenses.

We fully impaired our customer contract asset during the year ended July 31, 2025 which resulted in a decrease in intangible asset amortization.

Additionally, Selling, general and administrative expenses were higher during the three months ended January 31, 2025 primarily due to expenses associated with the launch of our HammerPay software.

We had a decrease in selling, general and administrative expense of $68,729 or 39% for the three months ended January 31, 2026 compared to the three months ended January 31, 2025.

The decrease in selling, general and administrative expense is due primarily to a decrease in professional fees of $31,847, a decrease in corporate and IT expense of $36,434, and a decrease in rent expense of $449.

We recorded depreciation and amortization expense of $31,075 and $170,647 during the three months ended January 31, 2026 and 2025, respectively.

Our depreciation and amortization expense for the three months ended January 31, 2026 was composed of amortization of the software asset of $30,941, and depreciation of property and equipment of $135.

Our depreciation and amortization expense for the three months ended January 31, 2025 was composed primarily of amortization of the customer contract asset of $168,892.

2026 January 31,

2025 $ Change % Change

Other income (expense)

Interest expense $ (4,021 ) $ - $ (4,021 ) 100.00%

Gain (loss) on change in fair value of warrant liability (9,585 ) 67,737 (77,322 ) (114.15)%

Total other income (expense) $ (13,606 ) $ 67,737 $ (81,343 ) (120.08)%

During the three months ended January 31, 2026, we recorded total other expense of $13,606 primarily consisting of a loss on the change in fair value of warrant liability of $9,585;

and interest expense of $4,021.

During the three months ended January 31, 2025 we incurred total other income of $67,737 consisting primarily of the loss on change in fair value of warrant liability of $67,737.

During the three months ended January 31, 2026 we recorded a net loss from continuing operations of $152,880, compared to a net loss from continuing operations of $279,838 for the three months ended January 31, 2025.

The increase was primarily due to a significant increase in operating expenses in the second quarter of 2025 due to the launch of our HammerPay software, which impacted results in the prior-year period.

For the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025

2026 2025 $ Change % Change

Selling, general and administrative expenses 242,231 363,487 (121,256 ) (33.36)%

Depreciation and amortization expense 62,150 339,674 (277,524 ) (81.70)%

Total operating expenses $ 304,381 $ 703,161 $ (398,780 ) (56.71)%

Net revenues for the six months ended January 31, 2026 and 2025 were $0.

We did not generate any revenues during the six months ended January 31, 2026 as our mobile payments platform had not yet launched.

During the six months ended January 31, 2026, we incurred total operating expenses of $304,381 compared with $703,161, a decrease of approximately $398, 780 or 57%, for the comparable period ended January 31, 2025.

The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense.

We fully impaired our customer contract asset during the three months ended July 31, 2025 which resulted in a decrease in intangible asset amortization.

We had a decrease in selling, general and administrative expense of $52,527 or 28% for the three months ended October 31, 2025 compared to the three months ended October 31, 2024.

The decrease in selling, general and administrative expense is due primarily to a decrease in professional expense of $43,361 and a decrease in corporate and IT expense of $9,419, offset by an insignificant increase in rent expense of $253.

We recorded depreciation and amortization expense of $31,075 and $169,027 during the three months ended October 31, 2025 and 2024, respectively.

Our depreciation and amortization expense for the three months ended October 31, 2025 was composed of amortization of the software asset of $30,940, and depreciation of property and equipment of $135.

Our depreciation and amortization expense for the three months ended October 31, 2024 was composed of amortization of the customer contract asset of $137,952, amortization of the software asset of $30,940, and depreciation of property and equipment of $135.

We fully impaired our customer contract asset during the year ended July 31, 2025 which resulted in a decrease in intangible asset amortization.

Additionally, Selling, general and administrative expenses were higher during the six months ended January 31, 2025 primarily due to expenses associated with the launch of our HammerPay software.

We had a decrease in selling, general and administrative expense of $121,256 or 33% for the six months ended January 31, 2026 compared to the six months ended January 31, 2025.

The decrease in selling, general and administrative expense is due primarily to a decrease in professional fees of $77,084, a decrease in Corporate and IT expense of $43,976, and a decrease in rent expense of $196.

We recorded depreciation and amortization expense of $62,150 and $339,674 during the six months ended January 31, 2026 and 2025, respectively.

Our depreciation and amortization expense for the six months ended January 31, 2026 was composed of amortization of the software asset of $61,880, and depreciation of property and equipment of $270.

Our depreciation and amortization expense for the six months ended January 31, 2025 was composed primarily of amortization of the customer contract asset of $337,784.

2026 January 31,

2025 $ Change % Change

Other income (expense)

2 unchanged sentences

Total other income (expense) $ 2,626 $ 10,648 $ (8,022 ) (75.34)%

During the three months ended October 31, 2025, we recorded total other income of $16,232 primarily consisting of a gain on the change in fair value of warrant liability of $18,600;

During the six months ended January 31, 2026, we recorded total other income of $2,626 primarily consisting of a gain on the change in fair value of warrant liability of $9,015;

offset by interest expense of $6,389.

During the three months ended October 31, 2024 we incurred total other expense of $57,089 consisting primarily of the loss on change in fair value of warrant liability of $56,937 and interest expense of $152.

During the three months ended October 31, 2025 we recorded a net loss from continuing operations of $148,875, compared to a net loss from continuing operations of $412,675 from the three months ended October 31, 2024.

During the six months ended January 31, 2025 we incurred total other expense of $10,648 consisting primarily of the loss on change in fair value of warrant liability of $10,800 and interest expense of $152.

During the six months ended January 31, 2026 we recorded a net loss from continuing operations of $301,755, compared to a net loss from continuing operations of $692,513 from the six months ended January 31, 2025.

The decrease in net loss from continuing operations is due primarily to a large decrease in our operating expenses.

1 unchanged sentence

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements.

As of October 31, 2025, we had $40,828 in cash compared to $18,054 at July 31, 2025, an increase of $22,774.

As of October 31, 2025, we had total current assets of $40,828 and total current liabilities of $745,186, or negative working capital of $704,358, compared to total current assets of $19,304 and total current liabilities of $877,663, or negative working capital of $858,359 as of July 31, 2025.

As of January 31, 2026, we had $28,312 in cash compared to $18,054 at July 31, 2025, an increase of $10,258.

As of January 31, 2026, we had total current assets of $28,312 and total current liabilities of $725,775, or negative working capital of $697,463, compared to total current assets of $19,304 and total current liabilities of $877,633, or negative working capital of $858,359 as of July 31, 2025.

This is an increase in working capital of $160,896 driven primarily by a decrease in accounts payable and accrued expenses, and a decrease in the current liabilities from related party convertible notes payable.

2 unchanged sentences

Our ability to remain a going concern is dependent upon whether we can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as we are substantially sustained as a going concern through cash flow from operations.

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of expending our operations.

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of expanding our operations.

We plan to generate positive cash flow from the expansion of our fintech initiatives, such as our mobile payments platform.

We may also choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements.

We may also choose to raise additional funds through public or private equity or debt financing, a bank line of credit, borrowings from affiliates or other arrangements.

We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all.

1 unchanged sentence

There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.

See the analysis below of the cash flow statement for the three months ended October 31, 2025 and 2024 for further details pertaining to liquidity.

See the analysis below of the cash flow statement for the six months ended January 31, 2026 and 2025 for further details pertaining to liquidity.

2026 2025 $ Change

Net cash used in operating activities - continuing operations $ (328,442 ) $ (497,336 ) $ 168,894

1 unchanged sentence

Net cash provided by financing activities - continuing operations 338,700 493,806 (155,106 )

Net cash used in operating activities - discontinued operations

Net cash provided by operating activities - discontinued operations - 1,636,827 1,636,827

Net cash used in investing activities - discontinued operations - (1,691,958 ) (1,691,958 )

2 unchanged sentences

Cash Flow from Continuing Operating Activities

During the three months ended October 31, 2025 the cash used in operating activities from continuing operations was $187,226.

The cash used in operating activities was primarily the result of the decrease in accounts payable and accrued expenses of $52,076, and the net loss from continuing operations of $148,875, offset primarily by amortization of $30,940.

During the three months ended October 31, 2024 the cash used in operating expenses from continuing operations was $320,837.

The cash used by operating expenses was primarily the result of a net loss from continuing operations of $412,675, and the decrease in accounts payable and accrued expenses of $129,126, offset primarily by amortization of $168,892 and the change in fair value of warrant liabilities of $56,937.

During the six months ended January 31, 2026 the cash used in operating activities from continuing operations was $328,442.

The cash used in operating activities was primarily the result of a decrease in accounts payables of $81,072, and the net loss from continuing operations of $301,755.

During the six months ended January 31, 2025 the cash used in operating activities from continuing operations was $497,336.

The cash used in operating activities was primarily the result of amortization expense of $337,784, a decrease in accounts payable and accrued expenses of $128,697, and the net loss from continuing operations of $692,513.

Cash Flow from Continuing Investing Activities

We did not have cash flows from investing activities from continuing operations for the three months ended October 31, 2025 and 2024.

We did not have cash flows from investing activities from continuing operations for the six months ended January 31, 2026 and 2025.

Cash Flow from Continuing Financing Activities

During the three months ended October 31, 2025, we had cash provided by financing activities from continuing operations of $210,000.

During the six months ended January 31, 2026, we had cash provided by financing activities from continuing operations of $338,700.

The cash provided by financing activities was the result of proceeds from related party convertible notes.

During the three months ended October 31, 2024, we had cash provided by financing activities from continuing operations of $313,806.

The cash flows from financing activities were composed of proceeds from related party convertible notes of $995,806, offset by the repayment of convertible notes payable of $682,000.

During the six months ended January 31, 2025, cash flow provided by financing activities was $493,806.

The cash provided by financing activities was primarily the result of proceeds from related party convertible notes payable of $1,175,806 offset by the repayment of convertible notes payable of $682,000.

Going Concern

For the three months ended October 31, 2025, the Company incurred a net loss from continuing operations of $148,875, cash used in operating activities of $187,226, and $0 of revenue generated from continuing operations.

As of October 31, 2025, the Company had a working capital deficiency of $704,358.

As of October 31, 2025, substantial doubt existed as to the Company's ability to continue as a going concern as a result of these factors.

For the six months ended January 31, 2026, the Company incurred a net loss from continuing operations of $301,755, cash used in operating activities of $328,442, and $0 of revenue generated from continuing operations.

As of January 31, 2026, the Company had a working capital deficiency of $697,463.

As of January 31, 2026, substantial doubt existed as to the Company's ability to continue as a going concern as a result of these factors.

The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing.

12 unchanged sentences

Our warrant fair value estimates are based on the Black Scholes model using quoted market prices and estimated volatility factors based on historical prices of the Company's common stock.

Valuations derived from the Back-Scholes model are subject to ongoing internal and external verification and review.

Valuations derived from the Black-Scholes model are subject to ongoing internal and external verification and review.

The inputs used in the Black-Scholes model involve our judgment and changes to those inputs may impact our net loss.

11 unchanged sentences

Changes in market conditions or operating results could materially impact these estimates.

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.

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 and was fully impaired by July 31, 2025.

As a result, the Company recognized an impairment of $1,888,242 in the year ended July 31, 2025.

Off-Balance Sheet Arrangements

1 unchanged sentence

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-Q

Item 2. Management’s Discussion and Analysis