SecProbe.io

Mail Stop 3720

September 30 , 2016

Michael Cothill
Chief Executive Officer
Hammer Fiber Optics Holdings Corp.
311 Broadway
Point Pleasant Beach, NJ 08742

Re: Hammer Fiber Optics Holdings Corp.
 Amendment No. 1 to Form 8-K
 Filed September 21, 2016
 File No. 001 -35876

Dear Mr. Cothill :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response  and any amendment you may file in response  to these
comments, we may  have  additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our August 12, 2016 letter.

Item 5.06 Change in Shell Company Status, page 3

1. We note your response to our prior comment one.  SEC Release No. 33 -8587 (“Release”)
defines a “shell company” as a registrant with no or nominal operations and either no or
nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting
of any amount of cash and cash equivalents and nominal other assets.  The Release
intentionally does not define the term “nominal” because the term embodies the
application of a principal that is not inappropriately vague or ambiguous.  Despite the
activities you describe such as diligently pursuing plans of operati ons, we are unable to
agree with your conclusion that you were not previously deemed  to be a shell company.
Please disclose here that you were previously deemed a shell company as defined by Rule
405 of the Securities Act.

Michael Cothill
Hammer Fiber Optics Holdings, Corp.
September 30 , 2016
Page 2

Business , page 3

2. We note you r response to our prior comment three.  Please disclose here that Recursos
Montana S.A. was a shell company and clarify that you did not reach the exploration
stage so that your description is consistent with prior filings.

3. We note your response to our pr ior comment four.  We further note that you refer to your
wholly -owned subsidiary as HFO Holdings, Hammer Fiber Optics Holdings Corp., and
HMMR Fiber Optics Holding Corp.  Please define the term the first time you use it and
be consistent throughout your d isclosure.

4. We note your response to our prior comment six.  Please amend your filing to include the
information provided in your response pursuant to Item 101(h)(4)(x) of Regulation S -K.

5. We note your response to our prior comment seven.  Please refer  to the following
statements and revise your disclosure throughout to clarify that the following statements
reflect your opinions, beliefs or otherwise:

 Page 5:  “We have therefore decided to enter this market without the involvement
and/or validation o f the incumbent operators who are all actively engaged in
depreciating their existing massive legacy technology CAPEX commitments.”
 Page 10:  “The Hammer Wireless Access Technology has been awarded to
Hammer on an EXCLUSIVE basis across the entire State of New Jersey, USA.”
 Page 11:  “Competition in the chosen markets covered by the Company is
virtually non -existent…”
 Page 11:  “This is evident from literally hundreds of reports from all the main
providers in the area.  For example: “Verizon current CEO found even bigger
profits could be made from its prestigious wireless division.  McAdams has
shifted … with wireless home phone  replacements and wireless broadband.””

Management’s Discussion and Analysis

Forward -Looking Statements, page 15

6.   We note your response to our prior comment nine.  Please remove your references to
Section 27A of the Securities Act of 1933 and Sect ion 21E of the Securities Exchange
Act of 1934 as these safe harbors for forward -looking statements do not apply to issuers
of penny stock.

Results of Operations, page 16

7.  We note your response to our prior comment ten.  Please amend your filing to include the
information provided in your response.

Michael Cothill
Hammer Fiber Optics Holdings, Corp.
September 30 , 2016
Page 3

Item 6. Executive Compensation, page 21

8. We note your response to our prior comment fifteen.  Please explain the specific types of
compensation that are included in the “All Other Compensation” colum n.  If you are
unable to explain what is included, please tell us why.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange A ct of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

You may contact Claire DeLabar , Senior Staff Accountant,  at (202) 551 -3349  or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and re lated matters.  Please contact La hdan Rahmati, Law Clerk, at
(202) 551 -8199, or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202)
551-3810  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications