Item 2.01            COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The Acquisitions

On December 30, 2021, Hammer Fiber Optic Holdings Corp, (the "Company") completed the previously announced purchase of Telecom Financial Services Ltd. ("TFS-LTD"), whereby the Company acquired all of the outstanding equity ownership interests in TFS-LTD (the "Acquisition"). The purchase price for all of the Company Units of TFS-LTD is five million (5,000,000) shares of the Company's Common Stock from treasury stock. The shares of the Company's Common Stock to be issued are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.

The foregoing provides only a brief descriptions of the material terms of the Share Exchange Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the Share Exchange Agreement filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference.

Furthermore, the acquisition does not meet the criteria for "significant subsidiary" under Regulation S-X 3.05 as provided in the Regulation S-X testing filed as Exhibit 99.3 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The shares to be issued under the Share Exchange Agreement shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"); and (ii) the Share Exchange Agreement, shall be issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the United States. The Share Exchange Agreement is an exempt transaction pursuant to Section 4(2) of the Securities Act as the share exchange was a private transaction by the Company and did not involve any public offering. Additionally, we relied upon the exemption afforded by Rule 506 of Regulation D of the Securities Act which is a safe harbor for the private offering exemption of Section 4(2) of the Securities Act whereby an issuer may sell its securities to an unlimited number of accredited investors, as that term is defined in Rule 501 of Regulation D. Further, we relied upon the safe harbor provision of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside of the United States that are not made to "U.S. persons" or for the account or benefit of a "U.S. person", as that term is defined in Rule 902 of Regulation S.


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The information disclosed under Item 2.01 is incorporated into this Item 3.02 in its entirety.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits    Descriptions

  99.1            Share Exchange Agreement, Dated
                October 26, 2021 by and among the
                Company, Telecom Financial Services Ltd
                and the shareholders of TFS

  99.2            Press Release

  99.3            Regulation S-X Testing Telecom
                Financial Services Limited

104             Cover Page Interactive Data File
                (embedded within the Inline XBRL
                document)

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