What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-06-15 compared with 2026-03-17 · 55 added, 68 removed, 84 unchanged (59% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act").

24 unchanged sentences

Results of Operations

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

For the Three Months Ended April 30, 2026 Compared to the Three Months Ended April 30, 2025

2026 2025 $ Change % Change

2 unchanged sentences

Total operating expenses $ 134,785 $ 381,875 $ (247,090 ) (65)%

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

Net revenues for the three months ended April 30, 2026 and 2025 were $0.

We did not generate any revenues during the three months ended April 30, 2026 as our mobile payments platform had not yet launched.

During the three months ended April 30, 2026, we incurred total operating expenses of $134,785 compared with $381,875, a decrease of approximately $247,090 or 65%, for the comparable period ended April 30, 2025.

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

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

Selling, general and administrative expenses were also higher during the three months ended April 30, 2025, primarily due to elevated professional fees incurred in connection with the Company's strategic restructuring and the divestiture of telecommunications assets.

We had a decrease in selling, general and administrative expense of $109,138, or 51%, for the three months ended April 30, 2026 compared to the three months ended April 30, 2025.

The decrease was driven primarily by a decrease in professional fees of $113,037, partially offset by a $3,513 increase in corporate and IT expenses.

We recorded depreciation and amortization expense of $31,071 and $169,023 during the three months ended April 30, 2026 and 2025, respectively.

Our depreciation and amortization expense for the three months ended April 30, 2026 was composed of amortization of the software asset of $30,941 and depreciation of property and equipment of $130.

Our depreciation and amortization expense for the three months ended April 30, 2025 was composed primarily of amortization of the customer contract asset of $168,893 and depreciation of property and equipment of $130.

April 30, 2026 April 30, 2025 $ Change % Change

Other income (expense)

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Total other income (expense) $ 39,294 $ (4,135 ) $ 43,429 (1,050)%

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

During the three months ended April 30, 2026, we recorded total other income of $39,294 primarily consisting of interest expense of $5,150 and the gain from change in fair value of warrant liability of $44,444.

During the three months ended April 30, 2025 we incurred total other expense of $4,135 consisting primarily of the loss on change in fair value of warrant liability of $3,480, and interest expense of $655.

During the three months ended April 30, 2026, we recorded a net loss from continuing operations of $95,491, compared to a net loss from continuing operations of $386,010 for the three months ended April 30, 2025.

The decrease of $290,519, or approximately 75%, was primarily due to lower depreciation and amortization expense following the full impairment of our customer contract intangible asset during the year ended July 31, 2025, lower selling, general and administrative expense, and a non-cash gain on the change in fair value of warrant liability in the current period compared to a loss in the prior-year period.

For the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025

April 30, 2026 April 30, 2025 $ Change % Change

Cost of sales - - - 0.00%

Selling, general and administrative expenses 345,945 576,339 (230,394 ) (40)%

1 unchanged sentence

Total operating expenses $ 439,166 $ 1,085,036 $ (645,870 ) (60)%

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 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,

We did not generate any revenues from continuing operations for the nine months ended April 30, 2026 and 2025.

During the nine months ended April 30, 2026, we incurred total operating expenses of $439,166 compared with $1,085,036, a decrease of approximately $645,870 or 60%, for the comparable period ended April 30, 2025.

The decrease was driven primarily by lower depreciation and amortization expense of $415,476, or 82%, resulting from the full impairment of our customer contract intangible asset during the year ended July 31, 2025, which eliminated the related amortization in the current period.

Selling, general and administrative expense also decreased by $230,394, or 40%, due primarily to a decrease in professional fees of $190,122 and a decrease in corporate and IT expense of $40,272.

We recorded depreciation and amortization expense of $93,221 and $508,697 during the nine months ended April 30, 2026 and 2025, respectively.

Our depreciation and amortization expense for the nine months ended April 30, 2026 was composed of amortization of the software asset of $92,821 and depreciation of property and equipment of $400.

Our depreciation and amortization expense for the nine months ended April 30, 2025 was composed primarily of amortization of the customer contract asset of $506,677 and depreciation of property and equipment of $2,020.

For the nine months ended

2026 2025 $ Change % Change

1 unchanged sentence

Interest expense (11,539 ) (807 ) (10,732 ) 1,330%

Gain (loss) on change in fair value of warrant liability 9,015 10,800 (1,785 ) (16.53)%

Warranty adjustment to fair value 53,459 7,320 46,139 (630)%

Total other income (expense) $ 41,920 $ 6,513 $ 35,407 544%

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 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.

During the nine months ended April 30, 2026, we recorded total other income of $41,920, primarily consisting of a gain on the change in fair value of the warrant liability of $53,459, partially offset by interest expense of $11,539.

During the nine months ended April 30, 2025, we recorded total other income of $6,513, consisting primarily of a gain on change in fair value of warrant liability of $7,320, partially offset by interest expense of $807.

Liquidity and Capital Resources

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

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.

As of April 30, 2026, we had $17,459 in cash compared to $18,054 at July 31, 2025, a decrease of $595.

As of April 30, 2026, we had total current assets of $17,459 and total current liabilities of $685,843, or negative working capital of $668,384, 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.

This is an increase in working capital of $189,975, primarily driven by reductions in current liabilities.

Accounts payable and accrued expenses decreased by $76,561, reflecting the settlement of outstanding obligations during the period.

In addition, $61,800 of related-party convertible notes payable was forgiven as a capital contribution, reducing current liabilities, while warrant liabilities decreased by $53,459 due primarily to a decline in fair value of the warrant liability.

We have financed our operations since inception primarily through debt from related parties.

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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 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 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.

Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders' ownership in us and could also result in a decrease in the market price of our common stock.

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 six months ended January 31, 2026 and 2025 for further details pertaining to liquidity.

See the analysis below of the cash flow statement for further details pertaining to liquidity.

For the nine months ended

2026 2025 $ Change

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

Net cash used in investing activities - continuing operation - - -

Net cash provided by (used in) operating activities - continuing operations $ (432,795 ) $ (711,183 ) $ 278,388

Net cash provided by investing activities - continuing operations - - -

Net cash provided by financing activities - continuing operations 432,200 704,806 (272,606 )

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

Net cash provided by (used in) operations - discontinued operations - 1,636,826 1,636,826

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

Net cash provided by financing activities - discontinued operations - 14,080 (14,080 )

Net cash provided by (used in) financing activities - discontinued operations - 14,080 (14,080 )

Net increase (decrease) in cash and cash equivalents $ (595 ) $ (47,429 ) $ (46,834 )

Cash Flow from Continuing Operating Activities

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 six months ended January 31, 2026 and 2025.

Cash Flow from Continuing Financing Activities

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 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.

Changes in Cash Flows from Continuing Operating Activities

During the nine months ended April 30, 2026, cash used in operating activities was $432,795.

The cash used in operating activities was primarily the result of the net loss from continuing operations of $397,246, a non-cash gain on the change in fair value of warrant liability of $53,459, and a decrease in accounts payable and accrued expenses of $76,561, partially offset by non-cash amortization expense of $92,821.

During the nine months ended April 30, 2025, cash used in operating activities was $711,183, consisting primarily of the net loss from continuing operations of $1,078,523 and a decrease in accounts payable and accrued expenses of $129,037, partially offset by non-cash amortization expense of $506,677.

Changes in Cash Flows from Continuing Investing Activities

There were no investing activities during the nine months ended April 30, 2026 and 2025.

Changes in Cash Flows from Continuing Financing Activities

During the nine months ended April 30, 2026, cash provided by financing activities was $432,200, consisting entirely of proceeds from related party convertible notes.

During the nine months ended April 30, 2025, cash provided by financing activities was $704,806, consisting of proceeds from related party convertible notes of $1,386,806, partially offset by the repayment of convertible notes payable of $682,000.

Going Concern

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.

For the nine months ended April 30, 2026, the Company incurred a net loss from continuing operations of $397,246, cash used in operating activities of $432,795, and $0 of revenue generated from continuing operations.

As of April 30, 2026, the Company had a working capital deficiency of $668,384.

As of April 30, 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.

31 unchanged sentences

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