Item 1.01            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 26th, 2021, Hammer Technology Holdings, (Formally Hammer Fiber Optics
Holdings Corp). a Nevada corporation (the "Company" or "HMMR") entered into a
Share Exchange Agreement (the "Share Exchange Agreement") with Telecom Financial
Services Ltd., a Delaware corporation ("TFS-LTD"), and the controlling
stockholders of TFS-LTD (the "TFS Shareholders"). Pursuant to the Share Exchange
Agreement, the Company will acquire 5,000,000 shares of common stock of TFS-LTD
from the TFS shareholders (the "TFS-LTD Shares") and in exchange the Company
shall issue to the TFS Shareholders 5,000,000 restricted shares of its common
stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, TFS-LTD
shall become a wholly owned subsidiary of the Company. The Share Exchange
Agreement contains customary representations, warranties and conditions to
closing.

Name Change

As a result of the Share Exchange, the Company will change the name of TFS-LTD to HammerPay (USA) Ltd (the "Name Change"), effective upon approval by the Delaware Division of Corporations.

Exchange Ratio

On the effective date of the Share Exchange, the total number of shares of Common Stock held by each stockholder in the stock of TFS-LTD will be converted into an equal number of shares of Common Stock of the Company.

Non Dilution



The transactions contemplated under this Share Exchange Agreement shall be
non-dilutive to the shareholders of the company as the shares of the company's
common stock issued hereunder to the TFS Shareholders shall be issued out of
prior reserved acquisition treasury stock of the Company

Description of Transaction



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.

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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.

The information disclosed under Item 1.01 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

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