HAMMER FIBER OPTICS HOLDINGS CORP - Quarter Report: 2015 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X )

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934

 (  )

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

TANARIS POWER HOLDINGS INC.

(formerly Recursos Montana S.A)

 

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) 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.  Yes [X] No

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]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  Yes [  ]   No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

June 8, 2015: 75,000,000 common shares

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PART 1 – FINANCIAL STATEMENTS

ITEM 1.

FINANCIAL STATEMENTS

The accompanying condensed balance sheets of Tanaris Power Holdings Inc. (formerly Recursos Montana S.A.) at April 30, 2015 (with comparative figures as at July 31, 2014) and the condensed statements of operations for the three and nine months ended April 30, 2015 and 2014 and the statements of cash flows for the nine months ended April 30, 2015 and 2014 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the nine months ended April 30, 2015 are not necessarily indicative of the results that can be expected for the year ending July 31, 2015.

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TANARIS POWER HOLDINGS INC.

(formerly Recursos Montana S.A.)

CONDENSED BALANCE SHEETS

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

4

TANARIS POWER HOLDINGS INC.

(formerly Recursos Montana S.A.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

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TANARIS POWER HOLDINGS INC.

(formerly Recursos Montana S.A.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements

6

TANARIS POWER HOLDINGS INC.

(formerly Recursos Montana S.A.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

April 30, 2015

(Unaudited)

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 February 19, 2015, the Company changed 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 as noted below.  

The interim financial statements for the nine months ended April 30, 2015 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Form 10-K, for the year ended July 31, 2014, as filed with the SEC.

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 555,556 and 0 dilutive stock equivalents outstanding, respectively, at April 30, 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.   

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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:

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.

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.

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 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.

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.

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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 $200,000 by April 30, 2015.

4.

DEFINITIVE AGREEMENT

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

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 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 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;

$50,000 due by February 15, 2015;

$50,000 due by February 28, 2015;

$50,000 due by March 15, 2015;

$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 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.

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Tanaris 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. 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 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 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 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, 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.

5.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

During the nine months ended April 30, 2015 and 2014, the Company’s CEO paid $3,555 and $186 in expenses, on behalf of the Company, respectively, and advanced $75,000 to the Company during the nine months ended April 30, 2015. The CEO also paid $125,000 directly to Tanaris pursuant to the stock purchase agreement dated February 6, 2015. $204,370 and $815 were reported as advances from related parties on the balance sheet at April 30, 2015 and July 31, 2014 respectively.  These advances are non-interest bearing, unsecured and payable on demand.

6.

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.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of Tanaris Power Holdings Inc. (formerly Recursos Montana S.A.) (“Tanaris” or the “Company”) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Our Company was formed under the laws of the State of Nevada on September 23, 2010.

Our offices are located at 1st Street, #3, Cerros del Atlantico, Puerto Plata, Dominican Republic and can be reached at 037-0022-0092.

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 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 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.

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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 lithiumion batteries.  We currently do not have sufficient financial resources to meet the future costs of developing the lithiumion 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. (“Tanarais”) and The Blackhawk III Venture Trust, the sole shareholder of Tanaris (the “Shareholder”), pursuant to which the Company will acquire all of the issued and outstanding capital stock of Tanaris (the “Stock Purchase”).  The cash consideration shall be paid in accordance with the schedule:

$50,000 due by January 30, 2015;

$50,000 due by February 15, 2015;

$50,000 due by February 28, 2015;

$50,000 due by March 15, 2015;

$50,000 due by March 30, 2015;

$50,000 due by April 30, 2015.

Tanaris 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.  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 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 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 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, 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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Employees

As of the date of this filing, we have no employees other than our executive officers and directors, each of whom are part-time employees devoting approximately five hours per week to our operations.  It is expected that their time will increase with the future development of the lithium-ion batteries under the above noted Agreement.

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.

The Company’s Main Product

In the future the Company’s main product will be the development and sale of the lithiumion batteries.

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.

Liquidity and Capital Resources

Over the next twelve months our company will need the following funds to carry on its business and complete the distribution of funds as required under the above noted Agreement.   

Estimated expenses	Amount		Purpose
Bookkeeping services	$  4,800		Preparation of the accounts each quarter for submission to our Company’s independent public accountants.
Independent accountants	8,400		Examination of the year-end financial statements and review of the various quarterly financial statements.
Edgar filings	6,400		Filing fees for edgarizing various forms.
Filing fees	650		To maintain Company in good standing in the State of Nevada
Office and miscellaneous	1,000		Estimated office supplies, etc.
Stock purchase	150,000		Under the Agreement the Company has an outstanding balance of $150,000 in order to adhere to the requirements of the Agreement.
Transfer agent’s fees	1,200		Issuance of share certificates and other matters.
Estimated expenses	$ 172,450

The Company has no cash in order to meet the above requirements over the next twelve months.

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Overview

Since our incorporation on September 23, 2010 we have incurred losses as at April 30, 2015 of $99,250. We have prepared our financial statements on a going concern basis; therefore assuming we will be able to realize our assets and discharge our obligations in the normal course of business.   Our financial statements included in this Form 10-Q have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of operations.   We have never earned any revenue since our inception.

Results of Operations for the three and nine months ended April 30, 2015 and 2014

From September 23, 2010 (date of inception) to April 30, 2015, we have incurred a cumulative net loss of $99,250.  The following analysis set forth the various expenses we have incurred for the three and nine months ended April 30, 2015 and 2014:

	Three months ended April 30, 2015	Three months ended April 30, 2014	Nine Months Ended April 30, 2015	Nine Months Ended April 30, 2014
Accounting and auditing	$   2,500	$     2,300	$   10,700	$   9,800
Consulting	-	-	-	-
Exploration	-	-	-	-
Filing fees (*)	1,780	1,560	5,804	16,960
Impairment of mineral claim Cost	-	-	-	-
Incorporation costs	-	-	-	-
Legal	-	-	-	-
Office	50	47	225	240
Transfer agent fees	302	300	540	2,094
Total Expenses	$   4,632	$     4,207	$  17,269	$  29,094

(*)

The Company applied for DTC eligibility resulting in a cost of $12,000.  

Balance Sheet as of April 30, 2015

Our cash position as at April 30, 2015 was NIL compared with our cash position as at July 31, 2014 being $12,587.

The only funds we have received since incorporation other than the $200,000 advances from a related party is from the sale of shares to our directors in the amount of 75,000,000 common shares at a price of $0.001 per share for a total amount of $75,000.

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As at April 30, 2015 we have the following accounts payable:

Bookkeeping services (*)	$   19,546		Preparation of the accounts for submission to our independent accountants
Edgarizing fees	24		Balance owing on fees charged for Form 10-K and 10-Q
Office expenses	310		Photocopying and courier charges
Total accounts payable	$  19,880

(*) The above amount was invoiced by an independent bookkeeping service for preparation of financial statements for submission to Sadler Gibb & Associates., our independent accountants. The bookkeeping service is not our Chief Executive Officer and is not affiliated with our Chief Executive Officer.

Our total stockholders’ equity as of April 30, 2015 was a negative $(24,250) and as of July 31, 2014 was a negative amount of $(6,981).   Our issued and outstanding shares as of April 30, 2015 were 75,000,000 common shares.

Trends

Management is unaware of any trends either currently or in the past which will have an impact on our operations.

Critical Accounting Policies and Estimates

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-Q.

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.

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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.   An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Recent Accounting Pronouncements

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

Public Market for Common Stock

Our shares are currently quoted on the OTC Bulletin Board (“OTCBB”). In order to remain on the OTCBB we must adhere to the rules and regulations of the OTCBB and the SEC.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;  (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant  terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's  account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

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Holders of Our Common Stock

As of the date of this Form 10-Q, we have 46 stockholders of which two are directors and officers.

Rule 144 Shares

In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

A person who is an affiliate and who has beneficially owned shares of a company’s common stock for at least six months, subject to the continued availability of current public information about us, is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

One percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 450,000 shares as of the date of this prospectus; or

2.

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

Rule 144 is not available for either a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, unless the company:

●

has ceased to be a shell company;

●

is subject to the Exchange Act reporting obligations;

●

has filed all required Exchange Act reports during the preceding twelve months; 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.

Registration Rights

We have not granted registration rights to any person.

Dividends

There are no restrictions in our Articles of Incorporation or Bylaws that would prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

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

2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of April 30, 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.

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 noted below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2015 fairly present our financial condition, results of operations and cash flows in all material respects

Material Weaknesses

Management assessed the effectiveness of our internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of April 30, 2015, we did not have an audit committee nor 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 remediated, 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. We maintain an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

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Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended April 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART 11 – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.  There are no material proceedings to which our executive officers, directors and stockholders are a party adverse to us or has a material interest adverse to us.  

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 West Nye Lane, Station 129, Carson City, NV 89706.  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).

ITEM 1A

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There has been no change in our securities since the fiscal year ended July 31, 2014.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

 MINE SAFETY DISCLOSURE

Not Applicable

ITEM 5.

OTHER INFORMATION

Refer to the Stock Purchase Agreement entered into on February 6, 2015 between the Company on one hand and Tamaris Power Inc. and The Blackhawk III Ventue Trust as contained within this Form 10-Q.

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ITEM 6.

EXHIBITS

(a)  (3)   Exhibits

The following exhibits are included as part of this report by reference:

3(i)		Articles of Incorporation (incorporated by reference from Recursos’ Registration Statement on Form S-1 filed on March 2, 2012, Registration No.333-179886)
3(ii)		By-laws (incorporated by reference from Recursos’ Registration Statement on Form S-1 filed on March 2, 2012, Registration No. 333-179886)
		Material Definitive Agreement between Tanaris Power Inc, Blackhawk III Venture Trust and Recursos Montana S.A. dated February 6, 2015 and filed under Form 8-K with the SEC on February 12, 2015 Registration No. 333-179886)

31.1

     Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley

         Act of 2002 (*)  

31.2

     Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley

         Act of 2002 (*)

32.1

     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted

          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

32.2

     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted

     pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (*)

101.INS XBRL Instance Document (*)

101 SCH XBRL Taxonomy Extension Schema Document (*)

101 CAL XBRL Taxonomy Extension Calculation Linkbase Document (*)

101 LAB XBRL Taxonomy Extension Labels Linkbase Document (*)

101 PRE XBRL Taxonomy Extension Presentation Linkbase Document (*)

101 DEF XBRL Taxonomy Extension Definition Linkbase Document (*)

(*) Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

21