HAMMER FIBER OPTICS HOLDINGS CORP - Annual Report: 2015 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(x)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934

	For the fiscal year ended July 31, 2015

( )

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transaction period from  to
	Commission File number 333-179886

TANARIS POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	98-1032170
State or other jurisdiction of incorporation or organization	(I.R.S. Employee Identification. No.)

1^ST Street, #3, Cerros del Atlantico, Puerto Plata, Dominican Republic

(Address of principal executive offices)

037-0022-0092

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   [   ] Yes    [X]  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    [   ]  Yes   [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X]  Yes   

[  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    [X] Yes  [    ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K   [    ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer   [   ]

Accelerated filer

          [   ]

Non-accelerated filer     [   ]  (Do not check if a small reporting company)

Small reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes [  ]   No   [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter. $10,800,000.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

November 12, 2015: 75,000,000 common shares

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933.   The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 1980).

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TABLE OF CONTENTS

PART 1		Page
ITEM 1.	Business.	4
ITEM 1A.	Risk Factors.	6
ITEM 1B.	Unresolved Staff Comments.	6
ITEM 2.	Properties.	6
ITEM 3.	Legal Proceedings.	9
ITEM 4.	Submission of Matters to Vote of Securities Holders	9
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	10
ITEM 6	Selected Financial Information.	11
ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	11
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.	16
ITEM 8.	Financial Statement and Supplementary Data.	16
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	16
ITEM 9A	Controls and Procedures.	16
ITEM 9B	Other information	17
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance.	18
ITEM 11.	Executive Compensation.	21
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	22
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.	24
ITEM 14	Principal Accounting Fees and Services.	28
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	29
	SIGNATURES	41

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PART I

ITEM 1.  BUSINESS

History and Organization

The following is only a summary of the information, financial statements and the notes included in this Form 10-K.  Unless the context indicates or suggests otherwise, the terms “Tanaris”, the “Company”, “we,” “our” and “us” means Tanaris Power Holdings, Inc.

Our Business

We were incorporated on September 23, 2010 pursuant to the laws of the State of Nevada under the name of Recursos Montana S.A. which on March 6, 2015 the Company amended its Articles of Incorporation to change its name to “Tanaris Power Holding, Inc.”  

Our address in the Dominican Republic is at 1st Street, #3, Cerros del Atlantico, Puerto Plata and with our telephone number being (037) 0022-0092. Our office is located in the private resident of the President of our Company and until such time as the Company can afford to rent its own facilities this arrangement will serve as our office.  To date there has been no charge for the use of this office.

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

 

We shall continue to be deemed an emerging growth company until the earliest of—

 

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

 

(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

 

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

 

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company we are exempt from Section 14A(a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

We are engaged in the acquisition and exploration of mineral properties.

We hope to be, upon finalization of our Agreement with Tanaris Power Inc. and The Blackhawk III Venture Trust, as more fully described below, to be in a position to commence sales and hence show eventually revenue from the sale of the lithium batteries.

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We have not earned any revenues to date. As mentioned above we hope to have sales and revenue upon the completion of our Agreement with Tanaris Power Inc. and The Blackhawk III Venture Trust. We do not anticipate earning revenues until such time as we enter into commercial production of the lithium batteries.  We currently do not have sufficient financial resources to meet the future costs of developing and selling  lithium batteries.  Accordingly, we will need to obtain additional financing in order to complete our plan of operation and meet our current obligations as they come due.

Our Company does not have any subsidiaries.  Our Company has no current plans, proposals or arrangement, written or otherwise, to seek a business combination with another entity excepted as noted in the following paragraphs.

On February 6, 2015, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Tanaris Power Inc. (“Tanaris Power”) and The Blackhawk III Venture Trust, the sole shareholder of Tanaris Power (the “Shareholder”), pursuant to which the Company will acquire all of the issued and outstanding capital stock of Tanaris Power (the “Stock Purchase”).  The cash consideration shall be paid in accordance with the schedule:

$50,000 due by January 30, 2015 (Paid);

$50,000 due by February 15, 2015 (Paid);

$50,000 due by February 28, 2015 (Paid);

$50,000 due by March 15, 2015 (Paid);

$50,000 due by March 30, 2015;

$50,000 due by April 30, 2015.

The total amount to be paid under this Agreement is $350,000 reduced by an amount of $50,000 previously paid.

The Company is in default under this Definitive Agreement due to having made payments of only $250,000 by July 31, 2015. Accordingly, the Company determined this deposit should be impaired and recorded a related impairment loss of $250,000 in the statement of operations.

Tanaris Power is the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications.

The Agreement has been approved by the Boards of Directors of the Company and Tanaris Power.  Subject to any other requisite approvals, and other customary closing conditions, the transaction is expected to be completed no later than three (3) days after the closing conditions set forth in the Agreement have either been satisfied or waed by the appropriate party.  It is anticipated that at the closing of the Stock Purchase, the entire management team of the Company will be replaced and the current directors of the Company shall resign.   

The Agreement includes customary representations, warranties and covenants of the Company, Tanaris Power and the Shareholder made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Agreement and are not intended to provide factual, business, or financial information about the Company, Tanaris Power or the Shareholder. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (iii) may have been used for purposes of allocating risk among the Company, Tanaris Power and the Shareholder, rather than establishing matters as facts, or (iv) may have been qualified by certain disclosures not reflected in the Agreement that were made to the other party in connection with the negotiation of the Agreement and generally were solely for the benefit of the parties to that agreement.   

The Agreement also includes certain termination provisions for the Company and Tanaris Power, including for material adverse effects to either party, willful misconduct, mutual agreement or if the closing date of the Stock Purchase has not occurred on or before June 30, 2015.

On February 6, 2015, Bruce Farmer was appointed as a member of the Board of Directors of the Company.

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On November 3, 2015, the Company announced the termination of the above noted agreement with Tanaris Power Inc. and Blackhawk III Venture Trust dated February 6, 2015.

 

We have no historical information to allow anyone to base an evaluation on our future performance. We have been incorporated since September 23, 2010 and have generated no revenue during our time in existence.  We do not know if we will be successful in our business operations in the future.   Like all new businesses we are a start-up company and will suffer all the problems of being a start-up company as follows:

●		possible delays in completion of requirements under the Stock Purchase Agreement;
●		trying to generate revenue or identify sources of cash, managing our assets and administrating ongoing financial commitments to our creditors;
●		adhering to all regulatory requirements both as a public company and as a company required to meet State and Federal filing requirements; and
●		ensuring our shareholders are informed about our development on a regular basis.

We have no full-time employees and our management devotes a small percentage of their time to the affairs of the Company.

The shareholders may read and copy any material filed by Tanaris with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.   The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which Tanaris has filed electronically with the SEC by assessing the website using the following address:  http://www.sec.gov.   Tanaris has no website at this time.

ITEM 1A        RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

ITEM 1B

UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments.

 

ITEM 2.  PROPERTIES

The Company has abandoned the Vunidawa Gold Claim in Fiji.  It has acquired a lithium property in Quebec, Canada as more fully described below.

On July 10, 2015 (the “Closing Date”), the Company entered into and consummated a Mineral Claim Purchase and Sale Agreement (the “Agreement”) with Antoine Fournier.  Pursuant to the terms of the Agreement, Mr. Fournier sold 100% of the right, title and interest in certain lithium properties located in Quebec, Canada (the “Properties”) to the Company as more fully described below.  

The purchase price for such sale is

(i)

a payment of $7,500 within 5 days of the Closing Date (paid on July 28, 2015)

(ii)

a payment of $10,000 and issuance of 250,000 shares of common stock of the Company within 60 days of the Closing Date,

(iii)

 issuance of 250,000 shares of common stock of the Company within 12 months from the Closing Date,

(iv)

 issuance of 250,000 shares of common stock of the Company within 24 months from the Closing Date; and

(v)

issuance of 1,000,000 shares of common stock of the Company within 36 months of the Closing Date.  

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In addition, the Company will pay an annual 5% royalty on the net smelter returns (gross revenue less the cost of transportation and smelter/treatment charges) from the Properties, with an option to repurchase 1% of the net smelter return at any time by paying $500,000 to Mr. Fournier.   Due to the Company having defaulted on this agreement, and as there are other indicators of impairment, the Company recorded a related impairment loss of $7,500 in its statement of operations. 

The properties are located in Quebec's two major lithium pegmatite districts and are centered on eight official occurrences listed in the government database of mineral occurrences. These properties are located in Quebec's vast territory where the only hardrock lithium production was ever implemented in North America.

Quebec is well-known for its lithium potential where there are currently over five different deposits that are advancing towards commercial production. One of these being a former Quebec mine where lithium was produced until 1966 and is again being readied for commercial production. The Quebec lithium is located in the Abitibi region, one of the two lithium districts in the province. The other district known as the James Bay region, is host to several more deposits namely the Whabouchi deposit. A positive feasibility study was recently completed on the deposit and the company is currently seeking funding to further advance these properties.

According to government records, each of Tanaris' occurrences is found in association with granitic pegmatite, the common host rock in which the lithium-bearing mineral spodumene is found. Pegmatites occur in clusters and several new pegmatites could eventually be found on each property through exploration. The properties cover an area of approximately 1150 hectares covering highly prospective geology. Historical data point to grades of up to 0.8% LiO2 which compares favorably to the cut-off grades used for the feasibility at the two most advanced projects.

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MINERAL CLAIMS

Property	NDS map Sheet	Row	Column	Range	Lot	Area (ha.)
Lac Gertrude	32J13	4	2			54.45
		4	3			54.45
Baillarrge-Ouest	32D08			3	2	42.83
				3	3	42.78
LaMotte VII-47	32D08	15	54			57.23
		16	53			57.22
		16	54			57.22
Gaitwin	32D08			9	61	42.92
				9	62	42.29
				10	57	36.93
Lac Masayaoui	32NO3	23	16			54.01
		23	17			54.01
Lac Marcaut	32N04	14	53			54.01
		14	54			54.01
Lac des Pointes	32K13	18	9			54.37
		19	9			54.36
Quebec Beryllium	32D08			1	19	55.25
				1	20	55.25
				1	21	55.25
				2	19	55.25
				2	20	55.25
				2	21	55.25
*The claims have been duly man designated and governmental acceptance is expected shortly

On November 3, 2015, the Company announced the termination of Mineral Claim Purchase and Sale Agreement dated July 10, 2015.

Employees

As of the date of this Form 10-K, we have no employees other than our executive officers and directors, each of whom are part-time employees devoting whatever time they feel necessary per week to our operations.  

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.  

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

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The Company’s Main Product

In the future the Company’s main product will be the development and sale of the lithiumion batteries and the extraction of lithium from its mineral properties located in Quebec, Canada.

Plant and Equipment

At the present time the Company has no plans to develop any large scale plant but it might have to do so in the future if the sales of the lithium-ion batteries develop to such as extent that it is necessary to have a plant with the required equipment.

Risk Associated with the Lithium Properties located in Quebec, Canada

Our Company is aware of certain risk associated with the lithium properties as follows:

1.

We realize that any money spent on the various lithium properties might be lost money never to be recovered due to very few mineral claims that are explored ever turn into actual mines which produce saleable minerals.

2.

We realize that even though we actually discover mineralization on our various mineral claims that it might not be of the tonnage nor grade to make it profitable to mine it.  Without the tonnage or grade there is no point in our Company trying to mine and sell the mineral on the claims. If we are planning to sell the lithium to other companies, it should be considered that the world price for lithium might fluctuate on a daily bases and hence even if the tonnage and grades are there the price might be too low to make it worthwhile for us to extract the minerals.

3.

Because we are small and have not undertaken sufficient exploration work on our lithium properties we might find it extremely difficult to raise money for future exploration work.  If our directors wish to explore they may have to contribute the funds to the Company themselves.

4.

If we are fortunate enough to discover an ore body of merit we might become involved in a legal dispute with another party as to our boundaries and governmental approval.   This will be expensive and time consuming to our Company and presently we do not have the funds to dispute a long-term court case.

5.

Mining has many risks attached to it which we are presently not insured against and may never be.   For example, our lithium claims might be subject to cave-ins or moving rocks which will injure our workers and which might lead to court action and government intervention.   Without insurance any funds we have on hand would have to be directed to disputing any claim made against us.

As mentioned above on November 3, 2015 the Company terminated the Mineral Claim Purchase Agreement dated July 10, 2015.

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings to which Tanaris is a party or to which the various lithium claims are subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

There has been no Annual General Meeting of Stockholders since Tanaris’ date of inception.  Management has not set a date for an Annual General Meeting of Stockholders.

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PART II

ITEM 5.      MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED  STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Tanaris’ common shares have been quoted on the OTCBB.  Tanaris has not paid any dividends on its common stock and it does not anticipate that it will pay dividends in the foreseeable future.  

Option Grants and Warrants outstanding since Inception.

No stock options have been granted since Tanaris’ inception.

There are no outstanding warrants for Tanaris’ shares.

ITEM 6.

SELECTED FINANCIAL INFORMATION

The following summary financial data was derived from our financial statements.   This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto.  You should read the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.

Operation Statement Data

	For the year Ended July 31, 2015	For the year Ended July 31, 2014
Revenue	$              -	$                 -
Impairment loss on deposits	250,000
Impairment loss on mineral claim	7,500
General and Administrative	93,450	33,584
Net loss	$  (350,950)	$    (33,584)
Weighted average shares outstanding (basic)	75,000,000	75,000,000
Weighted average shares outstanding (diluted)	75,416,667	75,000,000
Net loss per share (basic)	$  (0.00)	$  (0.00)
Net loss per share (diluted)	$  (0.00)	$  (0.00)

Balance Sheet Data:

	July 31, 2015	July 31, 2014
Cash	$         -	$     12,587
Deposit	-
Total Assets	-	12,587
Total Liabilities	357,931	19,568
Total Stockholders’ Deficiency	(357,931)	(6,981)

Our historical results do not necessary indicate results expected for any future periods.

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ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Form 10-K contains "forward-looking statements" that involve risks and uncertainties. The use of words such as "anticipate", "expect", "intend", "plan", "believe", "seek" and "estimate", and variations of these words and similar expressions to identify such forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this Form 10-K. These forward-looking statements address, among others, such issues as:

●		the estimated financial information we are furnishing in this Form 10-K;
●		our future projected earnings and cash flows;

●		the expansion of our business and its operations over the next few years;
●		Our future expectations of development projects.

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties, which could cause our actual results, performance and financial condition to differ materially from our expectation.

Consequently, these cautionary statements qualify all of the forward-looking statements made in this Form 10-K. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they would have the expected effect on us or our business or operations.

Our Business

We have not earned any revenues to date from either our mineral claims in Quebec nor from  commercial production of the lithiumion batteries.  As with the Mineral Claim Purchase and Sale Agreement we have not yet completed the requirements under the Stock Purchase Agreement relating to the lithium-ion batteries and hence are in no position to realize any revenue from this source. We currently do not have sufficient financial resources to meet the future costs of developing the lithium-ion batteries.  Accordingly, we will need to obtain additional financing in order to complete our plan of operation and meet our current obligations as they come due.

To meet our need for cash we must raise additional capital.  We will attempt to raise additional money through a private placement, public offering or through loans.  We have discussed this matter with our officers and directors.  At the present time, we have not made any arrangements to raise additional cash.  We require additional cash to continue operations.   If we cannot raise it we will have to go out of business.

We have no full-time employees and our management devotes a small percentage of their time to the affairs of the Company.

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PLAN OF OPERATIONS

Our financial commitments for the next twelve months consist of primarily related expenses of approximately $157,162 associated with the final payments under the Stock Purchase Agreement, Mineral Claim Purchase and Sale Agreement and various estimated expenses.   Including the above noted payment under the two Agreements we will have to incur the following estimated expenses, including amounts owed to third party creditors, over the next twelve months:

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RESULTS OF OPERATIONS

Results of Operations for the year ended July 31, 2015 compared to July 31, 2014

For the year ended July 31, 2015, we had a net loss of $350,950 and a net loss for the year ended July 31, 2014, of $33,584.  Our loss for the years ended July 31, 2015 and 2014 represents various expenses incurred with payment to our independent accountants, office expenses, legal expenses relating to the Share Purchase Agreement and Mineral Claim Purchase and Sale Agreement and various accrued expenses which have not been paid to date as follows:

Expense	July 31, 2015	July 31, 2014		Description
Accounting and audit	$ 13,400	$12,100		Audit fees and preparation of working papers for submission to our independent accountants and their review and examination.
Filing fees	7,474	18,535		Filing reports with SEC and Annual Report to the Secretary of State for Nevada.
Legal	71,647	-		Preparation of Agreements for stock purchase of company and for acquisition of mineral property.
Impairment loss on mineral claims	7,500	-		Impairment loss recorded on mineral claim acquisition due to default and other indicators of impairment.
Impairment loss on deposits	250,000	-		Impairment on deposits due to default.
Office	413	355		Office supplies including photocopying, courier and faxing documents.
Transfer agent	516	2,594		Annual list of officers and directors, resident agent service and business license and issuance of shares to the shareholders.
Total	$  350,950	$   33,584

Liquidity and Capital Resources

As of July 31, 2015 the Company had no cash and current liabilities of $357,931 representing a working capital deficiency of $357,931.

We cannot assure that additional capital required to finance our operations will be available on acceptable terms, if at all.  Any failure to secure additional financing may force us to modify our business plan.  In addition, we cannot be assured of profitability in the future.

Critical Accounting Policies

In presenting our financial statements in conformity with U.S. generally accepting accounting principles, or GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this Form 10-K.

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Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual results could vary from the estimates that were assumed in preparing these financial statements.

Mineral Properties

Acquisition Costs - The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that significant doubt exists regarding the future economic value of the mineral property or if the properties are sold or abandoned. Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.

The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

Exploration and Development Costs - Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Impairment of Mineral Rights - The Company reviews mineral rights for indicators of impairment on a quarterly basis and whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. The capitalized amounts may be written-down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. If the review indicates that the carrying amount of the asset may not be fully recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company’s current business model. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows. During the years ended July 31, 2015 and 2014, the Company recorded impairment to mineral rights of $7,500 and $0, respectively.

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed.  

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified.  

14

Corporate Organization and History Within Last Five years

The Company was incorporated under the laws of the State of Nevada on September 23, 2010 under the name Recursos Montana S.A.  The Company does not have any subsidiaries, affiliated companies or joint venture partners.   We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.      

To date the Company has been financed though the sale of common shares to its directors and officers in the amount of $75,000.   With no cash on hand as at July 31, 2015 there will be a need for additional funds within the next six months.   Our directors will have to make advances to our Company or else additional shares will have to be sold from our Treasury.  No decision has been made in this regard.  As of the July 31, 2015 our directors had advanced, or paid expenses on behalf of the Company, for an aggregate total of $332,479 to the Company.

Trends

We are in the start of stage regarding the lithium batteries and our Quebec mineral claims, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our shareholders.

Short and long-term Trend Liabilities

We are unaware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our business either in the long-term or long-term liquidity.

Internal and External Sources of Liquidity

There are no material internal or external sources of liquidity.

Known Trends, Events or Uncertainties having an Impact on Income

Since we are in the start-up stage and have not produced any income, there is a chance that it never will.  We do not know of any trends, events or uncertainties that are reasonably expected to have a material impact on income in the future.

Dividend Policy

We have never declared or paid any cash dividends or distributions on our common stock.   We currently intend to retain our future earnings to support operations and to finance future growth and expansion and, therefore, do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Compensation Plans

As at July 31, 2015 and up to the date of this Form 10-K, we have no shares of our common stock that are issued under compensation plans approved by our shareholders.

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ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements attached to this Form 10-K for the year ended July 31, 2015 have been audited by our independent accountants, Sadler Gibb & Associates, LLC, 2455 E. Parleys Way, Salt Lake City, Utah, 84119 attached hereto.

ITEM 9.

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A    CONTROLS PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer, Mr. Luis Asdruval Gonzalez Rodriguez, and Chief Accounting Officer, Mr. Miguel Guillen Kunhardt, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of July 31, 2015 (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer and Chief Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Accounting Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2015 fairly present our financial condition, results of operations and cash flows in all material respects.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

-

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

-

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

-

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

16

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company's management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of July 31, 2015, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management identified a material weakness in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is described below.

1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses.  As of July 31, 2015, the Company did not have a separate audit committee or a policy on fraud.  A whistleblower policy is not necessary given the small size of the organization.

2.

Due to the significant number and magnitude of out-of-period adjustments identified during the year- end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

3.

There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

As a result of the material weakness in internal control over financial reporting described above, the Company's management has concluded that, as of July 31, 2015, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.

Our independent accountants have stated, in their report included in this Form 10-K,  that “….but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting   Accordingly, we express no such opinion”.

Controls and Procedures

There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

ITEM 9B

OTHER INFORMATION

There is no other information to be reported under this Item.

17

PART III

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.

Our officers and directors and their respective ages and positions as of July 31, 2015 were as follows:

(1) Member of the audit committee

Luis Asdruval Gonzalez Rodriguez was appointed to the Board of Directors on September 23, 2010 and on the same day by a Directors’ Consent Resolutions was appointed as Chief Executive Officer and President.

Miguel Guillen Kunhardt was appointed to the Board of Directors on September 23, 2010 and on the same day by a Directors’ Consent Resolutions was appointed Chief Financial Officer, Chief Accounting Officer and Secretary Treasurer.

Bruce Farmer was appointed to the Board of Directors on February 10, 2015.

A description of the work experience of our three directors and officers is as follows.

Luis Asdruval Gonzalez Rodriguez has been our Chief Executive Officer, President and Director since our inception.  Mr. Rodriguez graduated from the Universidad Catolica Nordestana with a degree in Engineer Geology.  Mr. Roridguez’s business experience has involved working as an employee and/or consultant for various mining companies over the past eight years.  In 2004, Mr. Rodriguez commenced work as an engineer in of new project developments for Rosario Dominicana Mining Company until 2006.  From 2006 to 2008, Mr. Rodriguez working with Promotara AS as resident engineer and general supervisor.  Since 2008, he has worked with Kuky Silverio Industry.  Mr. Rodriguez has providing consulting services to various mining companies, including Falconado, Barrick Gold and Energold, and has provided independent feasibility and environmental impact studies on various mineral projects.

Mr. Rodriguez is a member of the Dominican Association of Engineers, Architects and Geologists.  

Miguel Guillen Kunhardt has been our Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer and Director since inception.  Mr. Kunhardt holds an electrical engineering degree from Institute of Technology, Dominican Republic in 1989 and a master in administrative engineering in 2004.  Mr. Kunhardt’s previous business experience includes director of the Electrical Corporation of the Dominican Republic from 1991 to 2003.  Previously, Mr. Kunhardt was employed with Unitrade International, a global logical corporation, whereby he was responsible for implementing and reviewing new projects and internal controls.  Mr. Kunhardt was also director and Chief Financial Officer of Ideal Standard, a ceramic company, where he was responsible for financial and tax matters of the company, and a project manager for Shwager Energy where he oversaw projects involving energy efficiency, electrical and control automatics for its international clients.  Currently, Mr. Kunhardt is the owner a various business in Dominican Republic, including gas stations and fast food businesses.

Mr. Kunhardt is currently a member of the Dominican and American Chamber of Commerce.

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Bruce Farmer is currently the President, CEO and Director of Tanaris Power Inc.  He has held those positions with Tanaris Power Inc. since the company was established in January 2015.  Since September 2014, Mr. Farmer has been the President and CEO of Kolasco Corp., a company focusing on translation and interpretation services.   Mr. Farmer is also President, CEO and Director of Enterprise Asset Management Inc. and Zippy Maid Inc., both of which he founded in February 2013.   Mr. Farmer is also currently Manager of Thunderbird Ventures LLC, which he established in April 2012.   Prior to his current and active ventures, Mr. Farmer founded and was President, CEO and Director of Capilano Capital Inc. from March 2014 to June 2014.  From January 2010 through December 2012, Mr. Farmer was President and CEO of Alisarda Explorations Ltd.   From November 2009 through May 2012 Mr. Farmer was President, CEO and Director of Blackhawk Resources Inc.   From 2009 through April 2012, Mr. Farmer was founder, President and CEO of US Terra Energy Corp.   In all, Mr. Farmer has in excess fo 25 years business and management experience, and over 30 years of expertise in information technology.

Our executive officers and directors do not have any formal training as a geologist and do not have training on the technical and managerial aspects of managing a mineral exploration company.  Mr. Rodriguez and Mr. Kunhardt have not had any prior managerial and consulting positions have been in the mineral exploration industry.  Accordingly, we will have to rely on the technical services of others to advise us on the managerial aspects specifically associated with a mineral exploration company.  Other than Mr. Farmer our other directors do not have any experience in the battery industry.

Term of Office

Members of our board of directors are appointed to hold office until the next annual meeting of our stockholders or until his successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Nevada Revised Statutes.   Our officers are appointed by our Board of Directors and hold office until removed by the Board.

Significant Employees

We have no significant employees other than our executive officers and directors.

Our officers and directors do not work full time for our Company but devote time to our Company as required.   Luis Rodriguez does devote at least 10 hours each month to the affairs of the Company which is over and above his other work commitments.   Miguel Kunhardt does devote whatever time is required of him; often in excess of 10 hours a month.   Mr. Farmer will devote what time is necessary to ensure the successful development of the battery component of the Company.   

None of our directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.

Term of Office

Members of our Board of Directors are appointed to hold office until the next annual meeting of our stockholders or until his successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Nevada Revised Statutes.   Our officers are appointed by our Board of Directors and hold office until removed by the Board.

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Involvement in Certain Legal Proceedings

To the knowledge of our Company, during the past ten years, none of our directors or executive officers:

(1)	has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;
(2)	was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offences);
(3)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

(i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

engaging in any type of business practice; or

(iii)

engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4)	was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
(5)	was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.
(6)	was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgement in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Board of Directors’ Audit Committee

The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

Our audit committee is comprised of Luis A. G. Rodriguez , our President and Chairman of the Audit Committee, and Miguel G. Kunhardt, our Chief Financial Officer and Secretary Treasurer neither of whom are independent. Neither of our two directors is considered an “audit committee financial expert” as defined in Item 407 of Regulation S-K and therefore in the future the Company will have to identify such an individual for a position on the Audit Committee.

Apart from the Audit Committee, the Company has no other Board committees.

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Since incorporation on September 23, 2010, our members of our Audit Committee have not yet held a meeting but plan to do so within the near future.

We have no other Board Committees other than the Audit Committee.

Significant Employees

At the present time we have no paid employees and will not have until such time as the Board of Directors deems it practical.   Presently our Officers and Directors fulfill many functions that would otherwise require our Company to hire employees or outside consultants other than what will be required under the Stock Purchase Agreement and the Mineral Claim Purchase and Sale Agreement.   

Family Relationships

Luis Rodriguez, Miguel Kunhardt  and Bruce Farmer are not related.

ITEM 11

EXECUTIVE COMPENSATION

 

Summary Compensation Table

No compensation was awarded to, earned by, or paid to our named executive officers or directors during the period from September 23, 2010 to July 31, 2015.  

Outstanding Equity Awards

We do not have any stock options outstanding.  No stock options or stock appreciation rights under any stock incentive plans were granted to our officers or directors since our inception.

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ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED PARTIES MATTERS

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 30, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities of our shares of common stock, (ii) our executive officers and directors, and (iii) our named executive officers as defined in Item 402(m)(2) of Regulation S-K. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Notes:

(1)

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 30, 2015.  As of September 30, 2015, there were 75,000,000 shares of our common stock issued and outstanding.  

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Changes in Control

There are no arrangements which may result in a change in control in the future other than has been noted in this Form 10K under the Share Purchase Agreement.

Related Party Transactions and Director Independence

Related Party Transactions

On September 29, 2010, we issued 45,000,000 shares of common stock at a price of $0.001 per share to Luis Asdruval Gonzalez Rodriguez, our Chief Executive Officer, President, director  and 30,000,000 shares of our common stock at a price of $0.001 per share to Miguel Guillen Kunhardt, our Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer, director.  The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act.  Under an effective registration statement the two directors sold a total of 30,000,000 common shares at a price of $0.002 per share.

During the year ended July 31, 2015, the Company’s CEO paid $74,164 in expenses, on behalf of the Company, and $7,500 for a claim acquisition payment, on behalf of the Company. During the year ended July 31, 2014, the Company’s CEO paid $815 in expenses on behalf of the Company. The CEO also paid $175,000 directly to Tanaris Power pursuant to the stock purchase agreement dated February 6, 2015. $332,479 and $815 were reported as advances from related parties on the balance sheet at July 31, 2015 and 2014 respectively.  These advances are non-interest bearing, unsecured and payable on demand.

Our office is located in the private resident of the President of our Company and until such time as the Company can afford to rent its own facilities this arrangement will serve as our office.  To date there has been no charge for the use of this office.

Director Independence

Our common stock is currently listed on the OTC Bulletin Board.  The OTC Bulletin Board inter-dealer quotation system does not have director independence requirements.  Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.  As Mr. Rodriguez, Mr. Kunhardt and Mr. Farmer are executive officers and directors, we have determined that they are not independent directors as defined under NASDAQ Rule 5605(a)(2).

Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Corporate Governance

Corporate governance is a term that refers broadly to the rules, processes, or laws by which businesses are operated, regulated and controlled.   The term can refer to internal factors defined by the officers, stockholders or constitution of a corporation, as well as to external forces such as consumer groups, clients and governmental regulations.  A well defined and enforced corporate governance provides a structure that, at least in theory, works for the benefit of everyone concerned by ensuring that the corporation adheres to accepted ethical standards and best practices as well as to formal laws.

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ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANACTIONS, AND DIRECTOR INDEPENDENCE

Market for Common Equity, Dividends and Related Stockholder Matters

Holders of Common shares

Our Company has two shareholders, being our two officers and directors, who hold 60% of the outstanding common shares of our Company; being 45,000,000 common shares.  The remaining common shares, being 30,000,000 common shares, are held by numerous shareholders registered with Cede & Co.

Market Information

Our common shares are presently quoted on the OTCBB.   Although the OTCBB does not have any listing requirements per se, to remain eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC; being as a minimum Forms 10-Q and 10-K.  Market makers will not be permitted to begin quotation of a security whose issuer does not meet these filing requirements. Securities already quoted on the OTCBB that become delinquent in their required filings will be moved following a 30 or 60 day grace period if they do not make their filing during that time.  

There might be no liquidity in our common stock resulting in trading prices been volatile with wide fluctuations.

Our common shares are not subject to outstanding options, warrants or securities convertible into common shares of our Company.  The issued and outstanding share certificates owned by our two directors have a legend printed on them restricting the certificates from being able to trade as in compliance with Rule 144.

Dividend Rights

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

The holders of our common stock are entitled to receive dividends pro-rata based on the number of shares held, when and if declared by our Board of Directors, from funds legally available for that purpose.  Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

(a)

we would not be able to pay our debts as they become due in the usual course of business; or

(b)

except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all Meetings of the shareholders.

The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.

There are no restrictions on dividends under any loan or other financing arrangements.

Our Articles of Incorporation and Bylaws do not contain provisions restricting our ability to pay dividends on our common stock.

24

Outstanding Equity Awards

Since incorporation on September 23, 2010, our Company has not granted any stock options or equity awards to our directors and officers or any other party.

We do not have an employee benefit stock option plan nor a dividend reinvestment plan. There are no outstanding warrants or rights attached to our common shares.

Outstanding Stock Opinion, Purchase Warrants and Convertible Securities

Our Company does not have any outstanding stock options to its two directors and officers.   There are no share purchase warrants outstanding as at the date of this Form 10-K are there convertible securities.   

Our authorized capital is 250,000,000 shares of common stock with a par value $0.001 per share.   There are only 75,000,000 common shares issued and outstanding as of the date of this Form 10-K.

Non-Cumulative Voting.

The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.

Equity Compensation Plans, Stock Options, Bonus Plans

No such plans or options exist.  None have been approved or are anticipated.  No Compensation Committee exists either.

Pension Benefits

We do not maintain any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Debt Securities and Other Securities

There are no debt securities outstanding or other securities.

Rule 144 Share Restrictions 

 

Under Rule 144, an individual who is not an affiliate of our Company and has not been an affiliate at any time during the three months preceding a sale and has been the beneficial owner of our shares for at least six months would be entitled to sell them without restriction.   This is subject to the continued availability of current public information about us for the first year which can be eliminated after a one-year hold.

Whereas an individual who is deemed to be an affiliate and has beneficially owned shares in our Company for at least six months can sell their shares in a given three month period as follows:

1.

One percent of the number of shares of our Company's common stock then outstanding, which the case of our current directors and officers, will equal approximately 450,000 shares as of the date of this Form 10-K; or

2.

The average weekly trading volume of our company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

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Under Rule 405 of the Securities Act, a reporting or non-reporting shell company cannot sell shares under Rule 144,  unless the company: (i) has ceased to be a shell company; (ii) is subject to the Exchange Act reporting obligations; (iii) has filed all required Exchange Act reports during the preceding twelve months; (iv) and at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

Employment Agreements

There are no employment agreements with our three directors or officers.

Penny Stock Rule

Our common shares are considered to be a “penny stock” because it will not meet one or more of the definitions in SEC Rule 3a51-1:

(i)		It has a price less than five dollars per share;
(ii)		It is not traded on a recognized national exchange;
(iii)		It is not quoted on a FINRA automated quotation system (NASDAQ), or even if so, has a price of less than five dollars per share; or
(iv)		It is issued by a company with net tangible assets of less than $2,000,000, if in business more than three years continuously, or $5,000,000, if the business is less than three years continuously, or with average revenues of less than $6,000,000 for the past three years.

A broker-dealer will have to undertake certain administrative functions required when dealing win a penny stock transaction.  Disclosure forms detailing the level of risk in acquiring our Company’s shares will have to be sent to an interested investor, current bid and offer quotations will have to be provided with an indication as to what compensation the broker-dealer and the salesperson will be receiving from this transaction and a monthly statement showing the closing month price of the shares being held by the investor.  In addition, the broker-dealer will have to receive from the investor a written agreement consenting to the transaction.  This additional administrative work might make the broker-dealer reluctant to participate in the purchase and sale of our Company’s shares. 

From our Company’s point of view, being subject to the Penny Stock Rule could make it extremely difficult for it to attract new investors for future capital requirements since many financial institutions are restricted under their by-laws from investing in shares under a certain dollar amount. Ordinary investors might not be willing to subscribe to shares in the capital stock of our Company due to the uncertainty as to whether the share price will ever be able to be high enough that the Penny Stock Rule is no longer a concern.

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance and that of our Company. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

Any new investor purchasing shares in our Company might consider whether they will be able to sell their shares at the price they acquired them or higher since if no broker-dealer becomes involved with our Company and our Company is unable to raise future investment capital the price per share may deteriorate to a point that an investor’s entire investment could be lost.

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Registered Agent

We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada.  Our registered agent for this purpose is American Corporate Enterprises, Inc., 123 W Nye Lane, Suite 129, Carson City, NV 89703.  All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

Transfer Agent

We have engaged the service of Action Stock Transfer Corp., Suite 214 - 2469 E. Fort Union Blvd., Salt Lake City, Utah, 84121 to act as transfer and registrar.

Anti-takeover Provision

In accordance with the laws of the State of Nevada and the Securities Regulation Act.

The Chapter 78 of Nevada Revised Statutes contains a provision governing "acquisition of controlling interest."  This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares" whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33 1/3%; 33 1/3 to 50%; or more than 50%.  

A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares.  The shareholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation.  Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

The control share acquisition act is applicable only to shares of "Issuing Corporations" as defined by the Nevada law.  An Issuing Corporation is a Nevada corporation, which: has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada; and does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 shareholders of record resident of Nevada.  Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met.  At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

The Nevada "Combination with Interested Shareholders Statute" may also have an effect of delaying or making it more difficult to effect a change in control of us.  This statute prevents an "interested shareholder" and a resident domestic Nevada corporation from entering into a "combination," unless certain conditions are met.  The statute defines "combination" to include any merger or consolidation with an "interested shareholder," or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an "interested shareholder" having: an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or representing 10 percent or more of the earning power or net income of the corporation.

Conflicts of Interest

Neither of our officers or directors are directors or officers of any other company involved in the mining industry or the battery industry other tan Mr. Farmer.  However there can be no assurance such involvement will not occur in the future. Such present and potential future, involvement could create a conflict of interest.

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To ensure that potential conflicts of interest are avoided or declared to our Company and its shareholders and to comply with the requirements of the Sarbanes Oxley Act of 2002, the Board of Directors adopted, on September 27, 2010, a Code of Ethics.  Our Company’s Code of Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of our Company and its officers and directors to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Ethics addresses general business ethical principles and other relevant issues.

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)

Audit Fees

The aggregate fees billed by the independent registered accountants for the years ended July 31, 2015 and 2014 were $10,800 and $7,800, respectively.

 

(2)

Audit-Related Fees

The aggregate fees billed in each of the two periods mentioned above for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Tanaris Power Holdings, Inc. financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3)

Tax Fees

The aggregate fees billed in July 31, 2015 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was NIL.

(4)

All Other Fees

During the period from inception to July 31, 2015 there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5)

Audit Committee’s Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with Tanaris to make any pre-approval policies meaningful.  Once Tanaris has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

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ITEM 15

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(*)

Included herein by reference to the Company’s registration statement on Form S-1 filed with the United States Securities and Exchange Commission on March 2, 2012.

(**) Included herein by reference to the Company’s registration statement on Form S-1A filed with the United States Securities and Exchange Commission on November 1, 2012.

(***)Included herein by reference to the Company’s news release under Form 8-K dated February 12, 2015.

(iv)Included herein by reference to the Company’s new release under Form 8-K dated July 21, 2015.

Financial Statement Schedules.  

The following financial statements are included in this report:

Title of Document	Page
Report of Sadler, Gibb & Associates, LLC	41
Balance Sheets as at July 31, 2015 and 2014	42
Statements of Operations for the years ended July 31, 2015 and 2014	43
Statement of Stockholders’ Deficiency for the years ended July 31, 2015 and 2014	44
Statements of Cash Flows for the years ended July 31, 2015 and 2014	45
Notes to the Financial Statements	46

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Tanaris Power Holdings, Inc.

(Formerly Recursos Montana S.A.)

We have audited the accompanying balance sheets of Tanaris Power Holdings Inc. (formerly Recursos Montana S.A.) “the Company” as of July 31, 2015 and 2014, and the related statements of operations, stockholders’ deficiency and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Tanaris Power Holding, Inc. (formerly Recursos Montana S.A.) as of July 31, 2015 and 2014, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated no revenues from its business operations, has incurred operating losses since inception and will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 9 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

November 12, 2015

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TANARIS POWER HOLDINGS, INC.

(formerly Recursos Montana S.A.)

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

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TANARIS POWER HOLDINGS, INC.

(formerly Recursos Montana S.A.)

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

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TANARIS POWER HOLDINGS, INC.

(formerly Recursos Montana S.A.)

 STATEMENT OF STOCKHOLDERS' DEFICIENCY

The accompanying notes are an integral part of these financial statements.

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TANARIS POWER HOLDINGS, INC.

(formerly Recursos Montana S.A.)

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

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TANARIS POWER HOLDINGS, INC.

(formerly Recursos Montana S.A.)

NOTES TO FINANCIAL STATEMENTS

July 31, 2015

1.

ORGANIZATION AND BASIS OF PRESENTATION

The Company, Tanaris Power Holdings Inc., was incorporated under the name of Recursos Montana S.A., under the laws of the State of Nevada on September 23, 2010 with the authorized capital stock of 250,000,000 shares at $0.001 par value. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to “Tanaris Power Holdings, Inc.”

Originally, the Company was organized for the purpose of acquiring and developing mineral properties.  The Company has decided to abandon its interest in the minerals on the Vunidawa Gold Claim in order to focus on its Definitive Agreement with Tanaris Power Inc. and Blackhawk III Venture Trust (See Note 4).

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Loss per Share

Basic net loss per share amounts are computed based on the weighted average number of shares actually outstanding.  Diluted net loss per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. There were 413,374 and 0 dilutive stock equivalents outstanding, respectively, at July 31, 2015 and 2014.

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed.   

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable.   When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Foreign Currency Translations

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

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Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

Non-Monetary items including equity are recorded at the historical rate of exchange; and

Revenues and expenses are recorded at the period average in which the transaction occurred.

Mineral Properties

Acquisition Costs – The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that significant doubt exists regarding the future economic value of the mineral property or if the properties are sold or abandoned. Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.

The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

Exploration and Development Costs - Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Impairment of Mineral Rights - The Company reviews mineral rights for indicators of impairment on a quarterly basis and whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. The capitalized amounts may be written-down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. If the review indicates that the carrying amount of the asset may not be fully recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company’s current business model. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows. During the years ended July 31, 2015 and 2014, the Company recorded impairment to mineral rights of $7,500 and $0, respectively.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified.  

Revenue Recognition

Revenue from the sale of minerals will be recognized when a contract is in place and minerals are delivered to the customer.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

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Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has early adopted this standard for presentation purposes in these financial statements.

The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

3.

DEPOSIT

The Company has entered into a Share Purchase Agreement, as more fully described under Definitive Agreement below, where on or before April 30, 2015, the Company was required to make payments of $350,000 to acquire 51% of the common shares of a subsidiary owned by Tanaris Power Inc. and The Blackwell III Venture Trust.  The Company is in default under this Definitive Agreement due to having made payments of only $250,000 by July 31, 2015. Accordingly, the Company determined this deposit should be impaired and recorded a related impairment loss of $250,000 in the statement of operations.

4.

DEFINITIVE AGREEMENT

On February 6, 2015, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Tanaris Power Inc. (“Tanaris Power”) and The Blackhawk III Venture Trust, the sole shareholder of Tanaris Power (the “Shareholder”), pursuant to which the Company will acquire all of the issued and outstanding capital stock of Tanaris Power (the “Stock Purchase”).  

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In consideration of the Stock Purchase, the Company agreed to (i) issue to the Shareholder shares of its common stock equal 51% of the issued and outstanding common stock of the Company at the closing, and (ii) pay to Tanaris Power cash consideration in the aggregate amount of $350,000.   The cash consideration shall be paid by the Company in bi-monthly payments of $50,000, with the final payment due on April 30, 2015.  Upon the consummation of the Stock Purchase, Tanaris Power will be a wholly-owned subsidiary of the Company.  The cash consideration shall be paid in accordance with the schedule:

$50,000 due by January 30, 2015 (paid);

$50,000 due by February 15, 2015 (paid);

$50,000 due by February 28, 2015 (paid);

$50,000 due by March 15, 2015 (paid);

$50,000 due by March 30, 2015;

$50,000 due by April 30, 2015.

The Company is presently in default on this agreement since it has not been able to timely make all of the scheduled payments. Additionally, Tanaris Power has the ability to convert any portion of the cash consideration that is not timely paid for at least 5 business days after such applicable due date, into shares of common stock of the Company. The conversion price is equal to the volume weighted average closing bid and ask price of the common stock of the Company as reported on Bloomberg Business, during the 90 days prior to any conversion.

Tanaris Power is the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications.

The Agreement has been approved by the boards of directors of the Company and Tanaris Power. Subject to any other requisite approvals, and other customary closing conditions, the transaction is expected to be completed no later than three (3) days after the closing conditions set forth in the Agreement have either been satisfied or waived by the appropriate party.  It is anticipated that at the closing of the Stock Purchase, the entire management team of the Company will be replaced and the current directors of the Company shall resign.   

The Agreement includes customary representations, warranties and covenants of the Company, Tanaris Power and the Shareholder made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Agreement and are not intended to provide factual, business, or financial information about the Company, Tanaris Power or the Shareholder. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (iii) may have been used for purposes of allocating risk among the Company, Tanaris Power and the Shareholder, rather than establishing matters as facts, or (iv) may have been qualified by certain disclosures not reflected in the Agreement that were made to the other party in connection with the negotiation of the Agreement and generally were solely for the benefit of the parties to that agreement.  

The Agreement also includes certain termination provisions for the Company and Tanaris Power, including for material adverse effects to either party, willful misconduct, mutual agreement or if the closing date of the Stock Purchase has not occurred on or before June 30, 2015.

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5.

MINERAL CLAIM

On July 10, 2015 (the “Closing Date”), the Company entered into and consummated a Mineral Claim Purchase and Sale Agreement (the “Agreement”) with Antoine Fournier.  Pursuant to the terms of the Agreement, Mr. Fournier sold 100% of the right, title and interest in certain lithium properties located in Quebec, Canada (the “Properties”) to the Company as more fully described below.  

The purchase price for such sale is:

 

(i)

a payment of $7,500 within 5 days of the Closing Date (paid on July 28, 2015)

(ii)

a payment of $10,000 and issuance of 250,000 shares of common stock of the Company within 60 days of the Closing Date,

(iii)

 issuance of 250,000 shares of common stock of the Company within 12 months from the Closing Date,

(iv)

 issuance of 250,000 shares of common stock of the Company within 24 months from the Closing Date; and

(v)

issuance of 1,000,000 shares of common stock of the Company within 36 months of the Closing Date.  

In addition, the Company will pay an annual 5% royalty on the net smelter returns (gross revenue less the cost of transportation and smelter/treatment charges) from the Properties, with an option to repurchase 1% of the net smelter return at any time by paying $500,000 to Mr. Fournier. Due to the Company having defaulted on this agreement, and as there are other indicators of impairment, the Company recorded a related impairment loss of $7,500 in its statement of operations. 

6.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

During the year ended July 31, 2015, the Company’s CEO paid $74,164 in expenses, on behalf of the Company, and $7,500 for a claim acquisition payment, on behalf of the Company. During the year ended July 31, 2014, the Company’s CEO paid $815 in expenses on behalf of the Company.. The CEO also paid $175,000 directly to Tanaris Power pursuant to the stock purchase agreement dated February 6, 2015. $332,479 and $815 were reported as advances from related parties on the balance sheet at July 31, 2015 and 2014 respectively.  These advances are non-interest bearing, unsecured and payable on demand.

Our office is located in the private resident of the President of our Company and until such time as the Company can afford to rent its own facilities this arrangement will serve as our office.  To date there has been no charge for the use of this office.

7.

INCOME TAXES

The Company’s net operating losses and related valuation allowances are shown below:

The total valuation allowance as of July 31, 2015 was $147,197 which increased by $119,323 for the year ended July 31, 2015.

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As of July 31, 2015 and 2014, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended July 31, 2015, and 2014 and no interest or penalties have been accrued as of July 31, 2015 and 2014. As of July 31, 2015 and 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2011 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

8.

CAPITAL STOCK

On September 29, 2010, Company completed a private placement consisting of 75,000,000 common shares at $0.001 per share sold to its two Directors for a total consideration of $75,000.   On April 26, 2013, the directors sold under the Company’s effective registration statement 30,000,000 common shares at a price of $0.002 per share.  

9.

GOING CONCERN

The Company will need additional working capital to accomplish its intended purpose of exploring its mining claim, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy, which it believes will accomplish this objective through director advances, additional equity funding, and long term financing, which will enable the Company to operate for the coming year.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

10.

SUBSEQUENT EVENTS

On November 3, 2015, the Company announced the termination of the Stock Purchase

Agreement dated February 6, 2015 between the Company, Tanaris Power Inc. and The   Blackhawk III Venture Trust.   At the same time, the Company announced the   termination of the Mineral Claim Purchase and Sale Agreement dated July 10, 2015 as   more fully described in footnote 5 above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TANARIS POWER HOLDING INC.

(Registrant)

By:   LUIS ASDRUVAL GONZALEZ RODRIGUEZ

Luis Asdruval Gonzalez Rodriguez

Chief Executive Officer,

President and Director

Date: November 13, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

By:   LUIS ASDRUVAL GONZALEZ RODRIGUEZ

Luis Asdruval Gonzalez Rodriguez

Chief Executive Officer,

President and Director

Date: November 13, 2015

By: MIGUEL GUILLEN KUNHARDT

Miguel Guillen Kunhardt

Chief Accounting Officer,

Chief Financial Officer and Director

Date: November 13, 2015

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