HAMMER FIBER OPTICS HOLDINGS CORP - Quarter Report: 2016 January (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.

 

(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:

March 10, 2016: 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. at January 31, 2016 (with comparative figures as at July 31, 2015) and the condensed statements of operations for the three and six months ended January 31, 2016 and 2015 and the statements of cash flows for the six months ended January 31, 2016 and 2015 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 six months ended January 31, 2016 are not necessarily indicative of the results that can be expected for the year ending July 31, 2016.

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TANARIS POWER HOLDINGS, INC.

CONDENSED BALANCE SHEETS

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

4

TANARIS POWER HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

5

TANARIS POWER HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended January 31, 2016	For the six months ended January 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$   (16,294)	$     (12,637)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related parties	18,167	123
Changes in operating assets and liabilities: Changes in accounts payable	(1,873)	2,077
Net Cash Used in Operating Activities	-	(10,437)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit	-	(50,000)
Net cash used in investing activities	-	(50,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties	-	50,000
Cash Flows from Financing Activities	-	50,000
Net Decrease in Cash	-	(10,437)
Cash at Beginning of Period	-	12,587
CASH AT END OF PERIOD	$             -	$  2,150

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

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TANARIS POWER HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

January 31, 2016

(Unaudited)

1.

ORGANIZATION AND BASIS OF PRESENTATION

The Company, Tanaris Power Holdings, Inc. (formerly Recursos Montana S.A.), was incorporated 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.  

The Company was organized for the purpose of acquiring and developing mineral properties.  At the report date the Company has no mineral claims.  

The interim financial statements for the six months ended January 31, 2016 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, 2015, as filed with the Securities and Exchange Commission (“the SEC”).

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 no common stock equivalents outstanding at January 31, 2016 and 2015, 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 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.

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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.

Recent Accounting Pronouncements

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

3.

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”).  

On November 3, 2015, the Company sent a letter to Tanaris Power terminating the above noted Agreement due to a direct result of a material breach of the terms of the Agreement by Tanaris Power. The effect of this termination under the Agreement provides that, in the event of the termination, the Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company.

4.

ACQUISITION AND TERMINATION OF MINERAL CLAIMS

 On July 10, 2015, 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 to the Company.  

Effective November 3, 2015, the Company terminated the Agreement due to the Company never receiving title to the claims contemplated under the Agreement, after having made the initial payment of $7,500. The Company made no further payments under the Agreement.  The termination effectively voids the Agreement and relieves the Company of any obligations thereunder.  

5.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

During the three months ended January 31, 2016 and 2015, the Company’s CEO paid $18,167 and $123 in expenses, on behalf of the Company, respectively. $350,646 was reported as advances from related parties at January 31, 2016 and $332,479 at July 31, 2015. These advances are non-interest bearing, unsecured and payable on demand.

Our office is located in the private residence 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.

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6.

GOING CONCERN

The Company will need additional working capital to fund any future operations, 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 directors’ 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. (“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 under the name of Recursos Montana S.A.

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 were engaged in the acquisition and exploration of a mineral property in Quebec and in the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications.   Both the mineral property and the lithium-ion batteries project were terminated on November 3, 2015.

Presently the Company does not have any mineral properties nor any other project which it can generate revenues in the future.

We have not earned any revenues to date. We currently do not have sufficient financial resources to obtain and develop another mineral property or enter into an Agreement which will require us to outlay funds to develop it.  Accordingly, we will need to obtain additional financing in order to complete our future and unknown at this time plan of operation and meet our current obligations as they come due.

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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.

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 any requirements under a new unidentified project;
●		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.

PROPERTIES

On July 10, 2015, 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 will sell 100% of the right, title and interest in certain lithium properties located in Quebec, Canada to the Company.  For a detailed description of the Agreement refer to the Form 10-K as of July 31, 2015.

Effective November 3, 2015, the Company terminated the Agreement due to the Company never receiving title of the claims contemplated under the Agreement after having made the initial payment of $7,500 and thereafter made no further payments under the Agreement.  The termination effectively voids the Agreement and relieves the Company of any obligations thereunder.  

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.  

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

At present we do not have a main product since we do not have a project which we can develop.   Having terminated the Stock Purchase Agreement entered into on February 6, 2015 for the developing and selling of lithium batteries and the Mineral Claim Purchase Agreement dated July 10, 2015 relating to the purchase of 100% of the rights, title and interest in certain lithium properties located in Quebec, Canada the Company no longer has a project to develop.   Nevertheless, management is seeking to identify a new project of merit for the Company.   To date, none have been identified.

Plant and Equipment

With the termination of the Mineral Claim Purchase Agreement mentioned above there is no need for the Company to build any plant or to install any equipment on any mineral property at this time.

Liquidity and Capital Resources

Over the next twelve months, our Company will need the following funds to carry on its business.   

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	10,500		Examination of the year-end financial statements and review of the various quarterly financial statements.
Edgar filings	5,500		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.
Transfer agent’s fees	1,200		Issuance of share certificates and other matters.
Estimated expenses	$ 23,650

Taking into consideration that there is no cash on hand the following is our net cash position required over the next twelve months:

Estimated expenses for the twelve months as shown above	$   23,650
Add. Accounts payable – January 31, 2016	23,579
Additional cash needed	$   47,229

Overview

Since our incorporation on September 23, 2010 we have incurred losses as at January 31, 2016 of $449,225.   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 – Three and Six months ended January 31, 2016 and 2015.

From September 23, 2010 (date of inception) to January 31, 2016, we have incurred a cumulative net loss of $449,225.  The following analysis set forth the various expenses we have incurred for the three and six months ended January 31, 2016 and 2015:

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(*)

The increase in accounting and audit fees is the result of the fiscal year 2014 audit not being performed until November 2014.   

Balance Sheet as of January 31, 2016

Our cash position as at January 31, 2016 was $0 with a similar cash position as of July 31, 2015.

The only funds we have received since incorporation 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 and cash advances in the amount of $250,000 which were required under the Stock Purchased Agreement dated February 6, 2015 and terminated on November 3, 2015 and $7,500 for the initial payment under the Mineral Claim Purchase and Sale Agreement dated July 10, 2015 and terminated on November 3, 2015.   These funds were advanced to the Company by one of its directors and are on a demand basis without any interest thereon.

As at January 31, 2016 we have the following accounts payable:

Bookkeeping services (*)	$   23,146		Preparation of the accounts for submission to our independent accountants.
Office	433		Photocopying and fax charges.
Total accounts payable	$  23,579

(*) 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’ deficiency as of January 31, 2016 was $374,225 and as of July 31, 2015 was $357,931.   Our issued and outstanding shares as of January 31, 2016 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.

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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.

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.

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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.

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 Form 10-Q; 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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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 January 31, 2016 (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 January 31, 2016 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 January 31, 2016, 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.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended January 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – 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 by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information 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, 2015.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

 MINE SAFETY DISCLOSURE

Not Applicable

ITEM 5.

OTHER INFORMATION

On November 1, 2015, the Board of Directors, acting at the behest of the majority of the shareholders of the Company removed Bruce Farmer as a director of the Company.  This action was the direct result of the announced termination of the Stock Purchase Agreement (the “Agreement”) dated February 6, 2015 by and among the Company, Tanaris Power Inc. and The Blackhawk III Venture Trust, who is the sole shareholder of Tanaris Power Inc., which failed to close due to not providing financials and other financial information consistent with Section 5.02(g) of the Agreement.  The cancellation of the Agreement was set forth in a Form 8- K dated November 3, 2015.  

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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)
10.1		Assignment Agreement dated October 28, 2010 between Morris Ventures LLC and Recursos Montana SA (incorporated by reference from Recursos’ Registration Statement on Form S-1 filed on March 2, 2012 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.

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