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May 14, 2024
Erik B. Levitt
Principal Financial Officer
Hammer Fiber Optics Holdings Corp
6151 Lake Osprey Drive
Sarasota, FL 34 240
Re:Hammer Fiber Optics Holdings Corp
Form 10-K filed on February 16, 2024
Form 10-Q filed on March 27, 2024
File No. 001-35876
Dear Erik B. Levitt:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q filed on March 27, 2024
Item 4. Controls and Procedures, page 25
1.Please disclose the results of your assessment of the effectiveness of your disclosure
controls and procedures as of January 31, 2024 in your Quarterly reports. See Item 4 -
 Controls and Procedures of Form 10-Q that requires you to furnish the information
required by Item 307 of Regulation S-K. In addition, you should disclose any changes in
internal control over financial reporting that occurred during the fiscal quarter that has
materially affected, or is reasonably likely to materially affect, your internal control over
financial reporting. Refer to Item 308(c) of Regulation S-K. Please apply this to all your
future periodic filings.
Form 10-K filed February 16, 2024
Item 9A(T). Controls and Procedures, page 17
2.We noted your conclusions that disclosure controls and procedures and internal control

 FirstName LastNameErik B.  Levitt
 Comapany Name Hammer Fiber Optics Holdings Corp
 May 14, 2024 Page 2
 FirstName LastName
Erik B.  Levitt
 Hammer Fiber Optics Holdings Corp
May 14, 2024
Page 2
over financial reporting were not effective. Please disclose any material weakness in your
internal control over financial reporting that identified by management in your future
filings. Refer to Item 308 of Regulation S-K.
Consolidated Balance Sheets, page F-3
3.We noted as of July 31, 2023, you owe Loans payable in amount of $1,443,294 to various
parties. It appears such balance included both loans (Note 18) and convertible notes (Note
10); however, based on your disclosures in note 18 and Note 10, we cannot reconcile the
amount of $1,443,294.  In this regard, please revise your footnotes disclosures to address
the following:
•Please break down loans payable in amount of $1,443,294 by respective
classifications (i.e. convertible debt, loans payable), and further distinguishing
between related party/non-related party debt on the face of balance sheets.
•Disclose the material contractual terms for loan amounts due and provide a tabular
schedule to reconcile such amounts due to your consolidated financial statements.
Note 3 - Summary of significant accounting policies, page F-8
4.We noted that you have intangible and other assets in amount of $7.32 million which are
94.2% of your total assets as of July 31, 2024. As such, please disclose your accounting
policy regarding your goodwill. Revise your balance sheet to separately disclose your
goodwill balance on the face of the statement. Refer to 350-20-45-1. In addition, revise
your indefinite lived intangible assets accounting policy to disclose your policy for
acquired intangible assets. We refer you to guidance in ASC 350-30-50.  In this regard,
your current disclosures for indefinite lived intangible assets footnote on page F-9
incorrectly discusses property, plant and equipment and inventory component
prepayments which are not indefinite lived intangible assets. Please revise in future
filings.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology