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SEC Comment Letter for HAMMER TECHNOLOGY HOLDINGS CORP. (HMMR) (CIK 0001539680) (HMMR) — Feb 4, 2015

HAMMER TECHNOLOGY HOLDINGS CORP. (HMMR) (CIK 0001539680)
Date: Feb. 4, 2015 · CIK: 0001539680 · Accession: 0000000000-15-006694

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File numbers found in text: 001-35876

Date
July 31, 2014
Author
/s/ Brigitte Lippmann (for)
Form
UPLOAD
Company
HAMMER TECHNOLOGY HOLDINGS CORP. (HMMR) (CIK 0001539680)

Letter

February 3 , 2015 Via E -mail Luis Asdruval Gonzalez Rodriguez President and Chief Executive Officer Recursos Montana S.A. 1st Street, #3, Cerros del Atlantico Puerto Plata, Dominican Republic

Re: Recursos Montana S.A. Form 10 -K for Fi scal Year Ended July 31, 2014 Filed November 14, 2014 File No. 001-35876

Dear Mr. Rodriguez :

We have reviewed your filing and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested information , or by advising us when you will provide the requested response. I f you do not believe our comment applies to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to th is comment , we may have additional comments.

Form 10 -K for the Fiscal Year Ended July 31, 2014 Form 10 -Q for the Qu arterly Period Ended October 31 , 2014

1. In both your Form 10 -K filed on November 14, 2014 and your Form 10 -Q filed on December 19, 2014, you disclose that you have “no current plans, proposals or arrangement, written or otherwise, to seek a business combination with another entity.” However, in your press release dated November 7, 2014, you announced that you entered into an agreement to purchase Tanaris Power, a company that develops lithium -ion batteries. Please tell us the nature and amount of the consideration that you are required to pay in connection with the acquisition of Tanaris Power and your planned source of funding for any cash payments that are required. Also, please tell us why you have not disclosed this transaction in your filings as a subsequent event in the MD&A section and in the financial statement footnotes. If material, please amend your filings to disclose this transaction. Refer to the guidance outlined in ASC 855 -10-55-2 and ASC 855-10-S99-2. Also tell us why you have not filed a Form 8 -K for the entry into a material agreement for this transaction.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. February 3 , 2015 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Ac t rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commissi on from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Linda Cvrkel at (202) 551 -3813 or James Giugliano at (202) 551-3319 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Reg an at (202) 551 -3269 or Brigitte Lippmann at (202) 551 -3713 with any other questions.

Sincerely,
/s/ Brigitte Lippmann (for)

Show Raw Text
February 3 , 2015

Via E -mail
Luis Asdruval Gonzalez Rodriguez
President and Chief Executive Officer
Recursos Montana S.A.
1st Street, #3, Cerros del Atlantico
Puerto Plata, Dominican Republic

 Re:  Recursos Montana S.A.
Form 10 -K for Fi scal Year Ended July 31, 2014
Filed November 14, 2014
File No. 001-35876

Dear Mr. Rodriguez :

We have reviewed your filing and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information , or by advising us when you will provide the requested response.  I f you do not
believe our comment applies  to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to th is comment , we may
have additional comments.

Form 10 -K for the Fiscal Year Ended July 31, 2014
Form 10 -Q for the Qu arterly Period Ended October 31 , 2014

1. In both your Form 10 -K filed on November 14, 2014 and your Form 10 -Q filed on
December 19, 2014, you disclose that you have “no current plans, proposals or
arrangement, written or otherwise, to seek a business combination with another
entity.”   However, in  your press release dated November 7, 2014, you announced that
you entered into an agreement to purchase Tanaris Power, a company that develops
lithium -ion batteries. Please tell us the nature and amount of the consideration that you
are required to pay in  connection with the acquisition of Tanaris Power and your planned
source of funding for any cash payments that are required. Also,  please tell us why you
have not disclosed this transaction in your filings as a subsequent event in the MD&A
section and in  the financial statement footnotes.   If material, please amend your filings to
disclose this transaction.  Refer to the guidance outlined in ASC 855 -10-55-2 and ASC
855-10-S99-2.  Also tell us why you have not filed a Form 8 -K for the entry into a
material agreement for this transaction.

Luis Asdruval Gonzalez Rodriguez
Recursos Montana S.A.
February 3 , 2015
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Ac t rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Linda Cvrkel  at (202) 551 -3813  or James Giugliano  at (202)
551-3319  if you have questions regarding comments on the financial statements and
related matters.  Please contact Ruairi Reg an at (202) 551 -3269 or Brigitte  Lippmann  at
(202) 551 -3713 with any other  questions.

       Sincerely,

/s/ Brigitte Lippmann (for)

       John Reynolds
       Assistant Director

cc:   Mark Lee , Esq.
 Greenberg Traurig, LLP