SecProbe.io

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 January 15, 2026

Erik B. Levitt
Principal Financial Officer
Hammer Fiber Optics Holdings Corp
6151 Lake Osprey Drive
Sarasota, FL 34 240

 Re: Hammer Fiber Optics Holdings Corp
 Form 10-K for Fiscal Year Ended July 31, 2025
 File No. 001-35876
Dear Erik B. Levitt:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Hammer Technology Holdings: CORRESP - Filed by newsfilecorp.com

    HAMMER FIBER OPTICS HOLDINGS CORP.

    6151 Lake Osprey Drive

    Sarasota, FL. 34240

    August 29, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporate Finance

    Office of Technology.

    Washington, D.C. 20549

    Attn: Becky Chow and Stephen Krikorian

                Re:

                Hammer Fiber Optics Holding Corp.

                Form 10-K filed on February 16, 2024

                Form 10-Q filed on March 27, 2024

                File No. 001-35876

    Dear Ms. Chow and Mr. Krikorian,

    By letter dated August 1, 2024, the staff (the "Staff," "you" or "your") of the U.S. Securities and Exchange Commission (the "Commission") provided Hammer Fiber Optics Holdings Corp. (the "Company," "we," "us" or "our") with further comments after your review of our correspondence to you dated July 19, 2024 in regard to the Company's Form 10-K filed with the Commission on February 16, 2024 and Form 10-Q filed with the Commission on March 27, 2024. We are in receipt of your letter and set forth below are the Company's responses to the Staff's comments. For your convenience, the comments are listed below, followed by the Company's responses.

    Correspondence filed on July 19, 2024 Note 3 - Summary of significant accounting policies, page F-18

    1. We noted your response to our prior comment 2, and we also note that your specific indefinite-lived intangible assets represent associated customer contracts and relationships with United Bank for Africa (the "Customer') and related technology. Please address the following:

        Explain how you consider ASC 805-20-55-24, that customer contracts and relationships with United Bank for Africa (the "Customer') and related technology may represent three distinct intangible assets. Please provide your analysis and refer to the authoritative accounting guidance you relied upon.

    RESPONSE: We have agreed with the SEC's position that the three distinct intangible assets-customer contracts, relationships with United Bank for Africa (the "Customer"), and related technology-are identifiable as part of the acquisition. We are in the process of engaging a valuation firm to perform a thorough valuation exercise. This will enable us to accurately allocate the purchase price between these distinct intangible assets.

        Explain the specific factors or indicators you considered that your customer contracts and relationships with United Bank for Africa (the "Customer') and related technology have an indefinite life. Refer to ASC 350-30-35-4. Please provide your analysis to support no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of each of your distinct intangible assets

    RESPONSE: After consulting with both our outsourced accounting firm and the valuation firm we intend to engage, we are inclined to agree that customer contracts and related technology should have defined useful lives. Once the valuation is completed and the values are assigned to the customer contracts and related technologies, we will proceed with defining the useful lives for these assets and making the necessary amortization adjustments. Once we have completed our analysis, we will re-state our prior audited financial statements. As this will take time to complete, we ask for an extension to complete the work as described.

    Please feel free to contact me if you have any further questions or comments.

    Very Truly Yours,

                /s/ Mark Stogdill

                Mark Stogdill

                Principal Financial Officer

August 1, 2024
Erik B. Levitt
Principal Financial Officer
Hammer Fiber Optics Holdings Corp
6151 Lake Osprey Drive
Sarasota, FL 34 240
Re:Hammer Fiber Optics Holdings Corp
Form 10-K filed on February 16, 2024
Form 10-Q filed on March 27, 2024
Correspondence filed on July 19, 2024
File No. 001-35876
Dear Erik B. Levitt:
            We have reviewed your July 19, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 28, 2024 letter.
Correspondence filed on July 19, 2024
Note 3 - Summary of significant accounting policies, page F-18
We noted your response to our prior comment  2, and we also note that your specific
indefinite-lived intangible assets represent associated customer contracts and relationships
with United Bank for Africa (the "Customer') and related technology.  Please address the
following:
• Explain how you consider ASC 805-20-55-24, that customer contracts and
relationships with United Bank for Africa (the "Customer') and related technology
may represent three distinct intangible assets. Please provide your analysis and refer
to the authoritative accounting guidance you relied upon..
Explain the specific factors or indicators you considered that your customer contracts
and relationships with United Bank for Africa (the "Customer') and related
technology have an indefinite life. Refer to ASC 350-30-35-4.  Please provide your •1.

August 1, 2024
Page 2
analysis to support no legal, regulatory, contractual, competitive, economic, or other
factors limit the useful life of each of your distinct intangible assets.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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    Hammer Technology Holdings: CORRESP - Filed by newsfilecorp.com

    HAMMER FIBER OPTICS HOLDINGS CORP.

    6151 Lake Osprey Drive

    Sarasota, FL. 34240

    July 19, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporate Finance

    Office of Technology.

    Washington, D.C. 20549

    Attn: Becky Chow and Stephen Krikorian

                Re:

                Hammer Fiber Optics Holding Corp.

                Form 10-K filed on February 16, 2024

                Form 10-Q filed on March 27, 2024

                File No. 001-35876

    Dear Ms. Chow and Mr. Krikorian,

    By letter dated June 28, 2024, the staff (the "Staff," "you" or "your") of the U.S. Securities and Exchange Commission (the "Commission") provided Hammer Fiber Optics Holdings Corp. (the "Company," "we," "us" or "our") with further comments after your review of our correspondence to you dated June 11, 2024 in regard to the Company's Form 10-K filed with the Commission on February 16, 2024 and Form 10-Q filed with the Commission on March 27, 2024. We are in receipt of your letter and set forth below are the Company's responses to the Staff's comments. For your convenience, the comments are listed below, followed by the Company's responses.

    1. The Certifications pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act Rules ("Sec. 302 certification"), and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ("Sec. 906 certification") must signed by both CEO and the CFO of the company in future periodic filings.

    RESPONSE: The Company will file Certifications pursuant to Sec. 302 certification and Sec. 906 certification by both the CEO and CFO in our future periodic filings.

    2. We noted your response to our prior comment 4, and we also note that you have recorded customer contracts in aggregate of $4,477,113 as indefinite live assets. Please clarify why you have concluded that the customer contract qualify as an indefinite lived intangible assets. Refer to ASC 805-20-55-25. Describe your consideration of whether the customer might not renew and become a customer of a competitor or going out of business(e.g. customer turnover).

    RESPONSE:  These specific indefinite-lived intangible assets represent associated customer contracts and relationships with United Bank for Africa (the "Customer') and related technology. The Company has an ongoing business relationship with this Customer. Currently, there is no indication that our ongoing relationship will cease to exist at any given point in time. Further, there is no indication that our Customer is facing insolvency. It is the Company's intent to continue this relationship for an indefinite period of time, supported by numerous indicators suggesting its continuation and expenditure in the future. This relationship is non-exclusive to the Customer. The fact that the Customer maintains relationships with multiple providers, including our competitors, is a common practice in our industry and does not indicate any weakening of our business relationship. This dual relationship does not signify the termination or diminishment of our ongoing relationship with the Customer. We believe that our relationship with the Customer will continue to be robust and mutually beneficial. If a specific timeline for our existing relationship becomes apparent, we will reassess the measurement period. To make it more clear for the users of the financial statements, we will revise our disclosure to indicate this relationship by replacing the word "contract" with "relationship" within the disclosure in the Company's future periodic filings.

    Please feel free to contact me if you have any further questions or comments.

    Very Truly Yours,

                /s/ Michael Cothill

                Michael Cothill

                Principal Executive Officer

United States securities and exchange commission logo
June 28, 2024
Erik B. Levitt
Principal Financial Officer
Hammer Fiber Optics Holdings Corp
6151 Lake Osprey Drive
Sarasota, FL 34 240
Re:Hammer Fiber Optics Holdings Corp
Form 10-K filed on February 16, 2024
Form 10-Q filed on March 27, 2024
Correspondence filed on June 11, 2024
File No. 001-35876
Dear Erik B. Levitt:
            We have reviewed your June 11, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our May 14,
2024 letter.
Correspondence filed on June 11, 2024
Certificiations, page 25
1.The Certifications pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
Act Rules ("Sec. 302 certification"), and 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 ("Sec. 906 certification") must signed by
both CEO and the CFO of the company in future periodic filings.
Note 3 - Summary of significant accounting policies, page F-18
2.We noted your response to our prior comment 4, and we also note that you have
recorded customer contracts in aggregate of $4,477,113 as indefinite live assets. Please
clarify why you have concluded that the customer contract qualify as an indefinite lived
intangible assets. Refer to ASC 805-20-55-25. Describe your consideration of whether the

 FirstName LastNameErik B.  Levitt
 Comapany Name Hammer Fiber Optics Holdings Corp
 June 28, 2024 Page 2
 FirstName LastName
Erik B.  Levitt
 Hammer Fiber Optics Holdings Corp
June 28, 2024
Page 2
customer might not renew and become a customer of a competitor or going out of
business(e.g. customer turnover).
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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    Hammer Technology Holdings: CORRESP - Filed by newsfilecorp.com

    HAMMER FIBER OPTICS HOLDINGS CORP.

    6151 Lake Osprey Drive

    Sarasota, FL. 34240

    June 11, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporate Finance

    Office of Technology.

    Washington, D.C. 20549

    Attn: Becky Chow and Stephen Krikorian

                Re:
                Hammer Fiber Optics Holding Corp.

                Form 10-K filed on February 16, 2024

                Form 10-Q filed on March 27, 2024

                File No. 001-35876

    Dear Ms. Chow and Mr. Krikorian,

    By letter dated May 14, 2024, the staff (the "Staff," "you" or "your") of the U.S. Securities and Exchange Commission (the "Commission") provided Hammer Fiber Optics Holdings Corp. (the "Company," "we," "us" or "our") with its comments to the Company's Form 10-K filed with the Commission on February 16, 2024 and Form 10-Q filed with the Commission on March 27, 2024. We are in receipt of your letter and set forth below are the Company's responses to the Staff's comments. For your convenience, the comments are listed below, followed by the Company's responses.

    1. Please disclose the results of your assessment of the effectiveness of your disclosure controls and procedures as of January 31, 2024 in your Quarterly reports. See Item 4 - Controls and Procedures of Form 10-Q that requires you to furnish the information required by Item 307 of Regulation S-K. In addition, you should disclose any changes in internal control over financial reporting that occurred during the fiscal quarter that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting. Refer to Item 308(c) of Regulation S-K. Please apply this to all your future periodic filings.

    RESPONSE: The Company's disclosure regarding the effectiveness of our disclosure controls and procedures as of January 31, 2024 is updated pursuant to the requirements of Item 307 of Regulation S-K, as stated below:

    Evaluation of Disclosure Controls and Procedures

    Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

    At the end of the period covered by this Quarterly Report, we conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2024, the disclosure controls and procedures of our Company were not effective.

    The Company's disclosure regarding the changes in internal control over financial reporting as of January 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting is updated pursuant to the requirements of Item 308(c) of Regulation S-K, as stated below:

    Changes in Internal Control over Financial Reporting

    During the fiscal year 2024, we engaged an outsourced firm with a panel of CPA consultants in 2024 to assist in building internal controls and preparing financial reports, and to establish best practices and help us document and implement all the checks and balances needed for all financial areas.

    Except as listed above, there were no other changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

    2. We noted your conclusions that disclosure controls and procedures and internal control  over financial reporting were not effective. Please disclose any material weakness in your internal control over financial reporting that identified by management in your future filings. Refer to Item 308 of Regulation S-K.

    RESPONSE:  The Company will disclose any material weakness in our internal controls over financial reporting identified by management in our future periodic filings in accordance with the provisions of Item 308 of Regulation S-K.

    3. We noted as of July 31, 2023, you owe Loans payable in amount of $1,443,294 to various parties. It appears such balance included both loans (Note 18) and convertible notes (Note 10); however, based on your disclosures in note 18 and Note 10, we cannot reconcile the amount of $1,443,294. In this regard, please revise your footnotes disclosures to address the following:

    • Please break down loans payable in amount of $1,443,294 by respective classifications (i.e. convertible debt, loans payable), and further distinguishing between related party/non-related party debt on the face of balance sheets.

    • Disclose the material contractual terms for loan amounts due and provide a tabular schedule to reconcile such amounts due to your consolidated financial statements.

    RESPONSE : The Company's balance per notes payable is now segregated into three different categories based on the nature of the debt -  Notes Payable, Convertibles Notes Payable and Convertible Notes Payable - Related Parties, as presented below, and will be presented on the face of the balance sheet in the Company's future periodic filings.

    The Company updated the related debt disclosure by creating a separate footnote for each note category described per above as separated per consolidated balance sheet, disclosing contractual terms for each individual loan and adding a tabular schedule to each footnote to reconcile with the consolidated financials. These changes will be reflected in the Company's future periodic filings, as stated below:.

    NOTE 9 - NOTES PAYABLE

    On March 20, 2023, 1stPoint Communications entered into a financing agreement with a financial institution in the amount of $58,000 and $2,320 in transaction fees. As of January 31, 2024 and July 31, 2023 the principal remaining under this financial agreement was $0 and $17,234.

    During the fiscal year 2022, the Company entered into a non-interest bearing loan with a financial institution in the amount of $10,972. As of January 31, 2024 and July 31, 2023 the principal remaining was $10,972.

    On February 26, 2021, Endstream Communications entered into a financing agreement with a financial institution in the amount of $40,000. The amount was refinanced on March 25, 2022 and again on November 16, 2022 in the amount of $141,750. As of January 31, 2024 and July 31, 2023 the principal remaining was $9,621 and $40,234.

    As of January 31, 2024 and July 31, 2023, notes payable consisted of the following:

            January 31, 2024

            July 31, 2023

            Notes payable
            $
            20,593

            $
            68,440

            Less: current portion, net

            (20,593
            )

            (68,440
            )

            Long-term notes payable, net
            $
            -

            $
            -

    NOTE 10 - RELATED PARTY CONVERTIBLE DEBT

    On August 22, 2019, the Company entered into a convertible note with a related party in the amount of $12,000. $4,500 has been repaid. The amount will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest on this note has been forgiven by all parties. As of January 31, 2024 and July 31, 2023, the balance of this note was $7,500.

    On August 24, 2019, the Company entered into a convertible note with two related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $12,000 and $6,000 respectively. Both notes bear interest at a rate of 6% annually and any interest may be accrued as either cash or stock at the option of the Company. The interest on this note has been forgiven by all parties. As of January 31, 2024 and July 31, 2023, the balances of these notes were $12,000 and $6,000 for both periods.

    On March 24, 2020, the Company entered into a convertible note with the Chief Financial Officer in the amount of $43,000. The amount will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest on this note has been forgiven by all parties. As of January 31, 2024 and July 31, 2023, the balance of this note was $43,000.

    On April 20, 2020, the Company entered into a convertible note with the Chief Financial Officer in the amount of $36,300 with an original maturity date of April 20, 2024. The amount will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest on this note has been forgiven by all parties. As of January 31, 2024 and July 31, 2023, the balance of this note was $36,300.

    On September 1, 2020, the Company entered into a promissory note for the sum of $100,000 with a non-executive director. The amount will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest on this note has been forgiven by all parties. The note has been amended several times, with a total increase in funding of $61,300. As of January 31, 2024 and July 31, 2023, the balance of this note was $161,300.

    On February 26, 2021, the Company entered into a convertible note with a related party in the amount of $25,000. The note bears interest at a rate of 6%, compounded monthly and payable upon repayment or conversion. Interest has been waived by the lender. The note has been amended several times, with a total increase in funding of $853,535. As of January 31, 2024 and July 31, 2023, the balance of this note was $878,535 and $472,500, respectively.

    On January 5, 2022, the Company entered into a convertible note with a related party in the amount of $24,253. The amount will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest on this note has been forgiven by all parties. As of January 31, 2024 and July 31, 2023, the balance of this note was $24,253.

    As of January 31, 2024,and July 31, 2023 all of the related party payables are reported as current liabilities in the Condensed Consolidated Balance Sheet and all interest and maturity dates have been waived by the holders of all promissory notes from all related parties.

            January 31, 2024

            July 31, 2023

            Convertible notes payable - related parties
            $
            1,168,888

            $
            762,854

            Less: current portion, net

            (1,168,888
            )

            (762,854
            )

            Long-term convertible notes payable - related parties
            $
            -

            $
            -

    NOTE 11 - CONVERTIBLE DEBT

    On February 11, 2022, the Company entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P. ("Mast"). Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note. The Mast Note has an original issue discount of $55,000, resulting in gross proceeds to the Company of $495,000. Mast has piggyback registration rights pursuant to the terms of the Mast SPA.

    The Company entered into the First Amendment to the Mast Note as of March 6, 2023, through which both parties agreed to increase the principal balance of the note by $62,000. As of January 31, 2024 and July 31, 2023, the balance of the Mast Note was $612,000.

    Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares of Company common stock to Mast as additional consideration for the purchase of the Mast Note.

    The Mast Note bears interest at a rate of 12% per annum and matures on February 11, 2025. Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law. The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option. Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, that Mast is entitled to deduct $1,750 from the conversion amount in each case to cover Mast's fees associated with conversion. Mast's right to exercise each of the Mast Warrants is subject to a 4.99% equity blocker. Each of the Mast Warrants expires on the five-year anniversary of issuance.

    The foregoing description of the Mast SPA, the Mast Note and the Mast Warrants does not purport to be complete and is qualified in its entirety by reference to the Mast SPA, the Mast Note, the First Mast Warrant and the Second Mast Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to Form 8-K filed on February 23, 2022.

    On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos"). Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note. The Talos Note has an original issue discount of $27,500, resulting in gross proceeds to the Company of $247,500. Talos has piggyback registration rights pursuant to the terms of the Talos SPA. Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth the

United States securities and exchange commission logo
May 14, 2024
Erik B. Levitt
Principal Financial Officer
Hammer Fiber Optics Holdings Corp
6151 Lake Osprey Drive
Sarasota, FL 34 240
Re:Hammer Fiber Optics Holdings Corp
Form 10-K filed on February 16, 2024
Form 10-Q filed on March 27, 2024
File No. 001-35876
Dear Erik B. Levitt:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q filed on March 27, 2024
Item 4. Controls and Procedures, page 25
1.Please disclose the results of your assessment of the effectiveness of your disclosure
controls and procedures as of January 31, 2024 in your Quarterly reports. See Item 4 -
 Controls and Procedures of Form 10-Q that requires you to furnish the information
required by Item 307 of Regulation S-K. In addition, you should disclose any changes in
internal control over financial reporting that occurred during the fiscal quarter that has
materially affected, or is reasonably likely to materially affect, your internal control over
financial reporting. Refer to Item 308(c) of Regulation S-K. Please apply this to all your
future periodic filings.
Form 10-K filed February 16, 2024
Item 9A(T). Controls and Procedures, page 17
2.We noted your conclusions that disclosure controls and procedures and internal control

 FirstName LastNameErik B.  Levitt
 Comapany Name Hammer Fiber Optics Holdings Corp
 May 14, 2024 Page 2
 FirstName LastName
Erik B.  Levitt
 Hammer Fiber Optics Holdings Corp
May 14, 2024
Page 2
over financial reporting were not effective. Please disclose any material weakness in your
internal control over financial reporting that identified by management in your future
filings. Refer to Item 308 of Regulation S-K.
Consolidated Balance Sheets, page F-3
3.We noted as of July 31, 2023, you owe Loans payable in amount of $1,443,294 to various
parties. It appears such balance included both loans (Note 18) and convertible notes (Note
10); however, based on your disclosures in note 18 and Note 10, we cannot reconcile the
amount of $1,443,294.  In this regard, please revise your footnotes disclosures to address
the following:
•Please break down loans payable in amount of $1,443,294 by respective
classifications (i.e. convertible debt, loans payable), and further distinguishing
between related party/non-related party debt on the face of balance sheets.
•Disclose the material contractual terms for loan amounts due and provide a tabular
schedule to reconcile such amounts due to your consolidated financial statements.
Note 3 - Summary of significant accounting policies, page F-8
4.We noted that you have intangible and other assets in amount of $7.32 million which are
94.2% of your total assets as of July 31, 2024. As such, please disclose your accounting
policy regarding your goodwill. Revise your balance sheet to separately disclose your
goodwill balance on the face of the statement. Refer to 350-20-45-1. In addition, revise
your indefinite lived intangible assets accounting policy to disclose your policy for
acquired intangible assets. We refer you to guidance in ASC 350-30-50.  In this regard,
your current disclosures for indefinite lived intangible assets footnote on page F-9
incorrectly discusses property, plant and equipment and inventory component
prepayments which are not indefinite lived intangible assets. Please revise in future
filings.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Acceleration Request

Hammer Fiber Optics Holdings Corp.

15 Corporate Place South, Suite 100

Piscataway, New Jersey 08854

(844) 413-2600

January 31, 2020

CORRESPONDENCE FILED ON EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attn:  Mitchell Austin

Re:Hammer Fiber Optics Holdings Corp.  (referred to herein as the “Registrant”)

Registration Statement filed on Form S-1 - Originally Filed on January 29, 2020; Amendment Number 1 filed on January 31, 2020 (File No.  000-1539680)

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No.  000-1539680 ) filed on January 29, 2020 and subsequently amended on January 31, 2020 (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Daylight Time on February 4,  2020, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i)should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to our legal counsel, Frederick M. Lehrer of Frederick M. Lehrer, P. A., at flehrer@securitiesattorney1.com.

Sincerely yours,

/s/Erik Levitt

Erik Levitt, Chief Executive Officer

January 31, 2020
Erik Levitt
Chief Executive Officer
Hammer Fiber Optics Holdings Corp.
15 Corporate Place South, Suite 100
Piscataway, New Jersey 08854
Re:Hammer Fiber Optics Holdings Corp.
Registration Statement on Form S-1
Filed January 29, 2020
File No. 333-236142
Dear Mr. Levitt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Frederick M. Lehrer, Esq.

Mail Stop 3720

December 6, 2016

Michael Cothill
Chief Executive Officer
Hammer Fiber Optics Holdings Corp.
311 Broadway
Point Pleasant Beach, NJ 08742

Re: Hammer Fiber Optics Holdings Corp.
Form 8 -K
Filed July 21, 2016
File No. 001 -35876

Dear Mr. Cothill :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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SEC Response Letter

December 1st, 2016

Mr. Larry Sprigel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Hammer Fiber Optics Holdings Corp.

Form 8-K

Filed July 21, 2016

File No. 001-35876

Dear Mr. Sprigel and Ms. Murphy:

Hammer Fiber Optics Holdings Corp., a Nevada corporation (the “Company”), has received and reviewed your letter dated September 30, 2016, pertaining to the Company’s above-referenced filing (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”).  Specific to your comments, our responses below are in addition to those filed via the Edgar system. The following numbered responses correspond to those numbered comments as set forth in the comment letter dated October 20, 2016.

Forward-Looking Statements, page 15

6.

We note your response to our prior comment nine. Please remove your references to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as these safe harbors for forward-looking statements do not apply to issuers of penny stock.

RESPONSE:

As requested we have amended our filing to remove the language from the Forward-Looking Statements which does not apply to issuers of penny stock

END OF COMMENT RESPONSES

In connection with the Company’s responding to the comments set forth in the July 28, 2016 letter, the Company acknowledges 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 Commission 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.

A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

Very truly yours,

/s/ Mark Stogdill

Mark Stogdill, Chief Executive Officer

311 Broadway, Point Pleasant Beach, NJ 08742 · Phone (732) 333-3808 · Fax (732) 451 -2573

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SEC Response

October 26, 2016

Mr. Larry Sprigel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Hammer Fiber Optics Holdings Corp.

Form 8-K

Filed July 21, 2016

File No. 001-35876

Dear Mr. Sprigel and Ms. Murphy:

Hammer Fiber Optics Holdings Corp., a Nevada corporation (the “Company”), has received and reviewed your letter dated September 30, 2016, pertaining to the Company’s above-referenced filing (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”). Specific to your comments, our responses below are in addition to those filed via the Edgar system. The following numbered responses correspond to those numbered comments as set forth in the comment letter dated October 20, 2016.

Item 5.06 Change in Shell Company Status, page 3

1.

We note your response to our prior comment one. SEC Release No. 33-8587 (“Release”) defines a “shell company” as a registrant with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. The Release intentionally does not define the term “nominal” because the term embodies the application of a principal that is not inappropriately vague or ambiguous. Despite the activities you describe such as diligently pursuing plans of operations, we are unable to agree with your conclusion that you were not previously deemed to be a shell company. Please disclose here that you were previously deemed a shell company as defined by Rule 405 of the Securities Act.

RESPONSE: Although we disagree with the Commission’s determination, we have amended the Filing accordingly.

Business, page 3

2.

We note your response to our prior comment three. Please disclose here that Recursos Montana S.A. was a shell company and clarify that you did not reach the exploration stage so that your description is consistent with prior filings.

RESPONSE: We have revised Page 3 to include the following language: “The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company’s principal activity was as a pre-exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company. During this time, the Company was deemed a “shell company” in the pre-exploration stage of our business and was ultimately unable to commence exploration activities.”

3.

We note your response to our prior comment four. We further note that you refer to your wholly-owned subsidiary as HFO Holdings, Hammer Fiber Optics Holdings Corp., and HMMR Fiber Optics Holding Corp. Please define the term the first time you use it and be consistent throughout your disclosure.

RESPONSE: We have amended the Filing according. There should now be sufficient clarity.

311 Broadway, Point Pleasant Beach, NJ 08742 · Phone (732) 333-3808 · Fax (732) 451 -2573

4.

We note your response to our prior comment six. Please amend your filing to include the information provided in your response pursuant to Item 101(h)(4)(x) of Regulation S-K.

RESPONSE: The amended 8-K filing now includes the information provided in our original response letter regarding Item 101(h)(4)(x)

5.

We note your response to our prior comment seven. Please refer to the following statements and revise your disclosure throughout to clarify that the following statements reflect your opinions, beliefs or otherwise:

Page 5: “We have therefore decided to enter this market without the involvement and/or validation of the incumbent operators who are all actively engaged in depreciating their existing massive legacy technology CAPEX commitments.”

RESPONSE: This statement is now revised to read: “We have therefore decided to enter this market without the involvement and/or validation of the incumbent operators who, in our opinion, are all actively engaged in depreciating their existing massive legacy technology CAPEX commitments.”

Page 10: “The Hammer Wireless Access Technology has been awarded to Hammer on an EXCLUSIVE basis across the entire State of New Jersey, USA.”

RESPONSE: This is not an opinion but a right that is expressed in the contract between HMMR and Global Reach Communications that was attached as an exhibit in the last amended filing. We have revised the statement to read as follows: “The Hammer Wireless Access Technology has been awarded to Hammer on an EXCLUSIVE basis across the entire State of New Jersey, USA (See Exhibit XXXXX for further information regarding the terms and condition of the agreement.”

Page 11: “Competition in the chosen markets covered by the Company is virtually non-existent…”

RESPONSE: This statement is now revised to say: “In our estimation, competition in the chosen markets covered by the Company is limited to only the incumbent operator and national satellite providers…”

Page 11: “This is evident from literally hundreds of reports from all the main providers in the area. For example: “Verizon current CEO found even bigger profits could be made from its prestigious wireless division. McAdams has shifted … with wireless home phone replacements and wireless broadband.”

RESPONSE: This paragraph has been rewritten and we have cited the source of the quote from the CEO of Verizon as follows: “In our estimation, competition in the chosen markets covered by the Company is limited to only the incumbent operator and national satellite providers, and is more likely to stay that way since actions by the largest provider of potential fiber optic service has stalled. For example, according to industry website, www.stopthecap.com, “Verizon current CEO found even bigger profits could be made from its prestigious wireless division. McAdam has shifted the bulk of Verizon’s spending out of its wireline and fiber optic networks straight into high profit Verizon Wireless. If he can manage it, he’d like to shift New Jersey’s rural customers to that wireless network as well, with wireless home phone replacements and wireless broadband” http://stopthecap.com/2015/06/04/verizon-new-jersey-its-good-to-be-king-but-not-so-good-if-you-are-without-fios/

Management’s Discussion and Analysis

Forward-Looking Statements, page 15

6.

We note your response to our prior comment nine. Please remove your references to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as these safe harbors for forward-looking statements do not apply to issuers of penny stock.

RESPONSE: We have amended the Filing accordingly.

Results of Operations, page 16

7.

We note your response to our prior comment ten. Please amend your filing to include the information provided in your response.

RESPONSE: The filing has been amended to include language pertaining to the fact that there was no revenues during the previous 10K period and that cash flow increased as a result of investments.

Item 6. Executive Compensation, page 21

8.

We note your response to our prior comment fifteen. Please explain the specific types of compensation that are included in the “All Other Compensation” column. If you are unable to explain what is included, please tell us why.

RESPONSE: “All Other Compensation” as noted in the executive compensation summary was the value of a stock award both executives had received as part of their recruitment to their respective positions. Compensation was based on the par value of stock at issuance.

END OF COMMENT RESPONSES

In connection with the Company’s responding to the comments set forth in the September 30, 2016 letter, the Company acknowledges 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 Commission 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.

A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

Very truly yours,

/s/ Mark Stogdill

Mark Stogdill, Chief Executive Officer

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SEC Letter

October 21th, 2016

VIA EDGAR SUBMISSION

Mr. Larry Sprigel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Hammer Fiber Optics Holdings Corp.

Form 8-K

Filed July 21, 2016

Amended 8-K

Filed September 21, 2016

File No. 001-35876

Dear Sirs/Madams:

In regards to your comment letter dated September 30, 2016, regarding Hammer Fiber Optics Holdings Corp. September 21, 2016 Amended Form 8-K filing, we are requesting an additional 3 business days to respond to the comment letter.  The newly requested submission date is Wednesday, October 26, 2016.  It is important for us to use the additional time to provide a thorough and satisfactory response to each question in the comment letter.

Very truly yours,

/s/ Mark Stogdill

Mark Stogdill

Chief Executive Officer

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SEC Letter

October 14th, 2016

VIA EDGAR SUBMISSION

Mr. Larry Sprigel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Hammer Fiber Optics Holdings Corp.

Form 8-K

Filed July 21, 2016

Amended 8-K

Filed September 21, 2016

File No. 001-35876

Dear Sirs/Madams:

We are in receipt of your comment letter dated September 30, 2016, regarding Hammer Fiber Optics Holdings Corp. September 21, 2016 Amended Form 8-K filing.  We are requesting an additional 5 business days to respond due to time constraints associated with providing reasonable and adequate answers to some of the SEC inquiries.

Very truly yours,

/s/ Mark Stogdill

Mark Stogdill

Chief Executive Officer

Mail Stop 3720

September 30 , 2016

Michael Cothill
Chief Executive Officer
Hammer Fiber Optics Holdings Corp.
311 Broadway
Point Pleasant Beach, NJ 08742

Re: Hammer Fiber Optics Holdings Corp.
 Amendment No. 1 to Form 8-K
 Filed September 21, 2016
 File No. 001 -35876

Dear Mr. Cothill :

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

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response  and any amendment you may file in response  to these
comments, we may  have  additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our August 12, 2016 letter.

Item 5.06 Change in Shell Company Status, page 3

1. We note your response to our prior comment one.  SEC Release No. 33 -8587 (“Release”)
defines a “shell company” as a registrant with no or nominal operations and either no or
nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting
of any amount of cash and cash equivalents and nominal other assets.  The Release
intentionally does not define the term “nominal” because the term embodies the
application of a principal that is not inappropriately vague or ambiguous.  Despite the
activities you describe such as diligently pursuing plans of operati ons, we are unable to
agree with your conclusion that you were not previously deemed  to be a shell company.
Please disclose here that you were previously deemed a shell company as defined by Rule
405 of the Securities Act.

Michael Cothill
Hammer Fiber Optics Holdings, Corp.
September 30 , 2016
Page 2

Business , page 3

2. We note you r response to our prior comment three.  Please disclose here that Recursos
Montana S.A. was a shell company and clarify that you did not reach the exploration
stage so that your description is consistent with prior filings.

3. We note your response to our pr ior comment four.  We further note that you refer to your
wholly -owned subsidiary as HFO Holdings, Hammer Fiber Optics Holdings Corp., and
HMMR Fiber Optics Holding Corp.  Please define the term the first time you use it and
be consistent throughout your d isclosure.

4. We note your response to our prior comment six.  Please amend your filing to include the
information provided in your response pursuant to Item 101(h)(4)(x) of Regulation S -K.

5. We note your response to our prior comment seven.  Please refer  to the following
statements and revise your disclosure throughout to clarify that the following statements
reflect your opinions, beliefs or otherwise:

 Page 5:  “We have therefore decided to enter this market without the involvement
and/or validation o f the incumbent operators who are all actively engaged in
depreciating their existing massive legacy technology CAPEX commitments.”
 Page 10:  “The Hammer Wireless Access Technology has been awarded to
Hammer on an EXCLUSIVE basis across the entire State of New Jersey, USA.”
 Page 11:  “Competition in the chosen markets covered by the Company is
virtually non -existent…”
 Page 11:  “This is evident from literally hundreds of reports from all the main
providers in the area.  For example: “Verizon current CEO found even bigger
profits could be made from its prestigious wireless division.  McAdams has
shifted … with wireless home phone  replacements and wireless broadband.””

Management’s Discussion and Analysis

Forward -Looking Statements, page 15

6.   We note your response to our prior comment nine.  Please remove your references to
Section 27A of the Securities Act of 1933 and Sect ion 21E of the Securities Exchange
Act of 1934 as these safe harbors for forward -looking statements do not apply to issuers
of penny stock.

Results of Operations, page 16

7.  We note your response to our prior comment ten.  Please amend your filing to include the
information provided in your response.

Michael Cothill
Hammer Fiber Optics Holdings, Corp.
September 30 , 2016
Page 3

Item 6. Executive Compensation, page 21

8. We note your response to our prior comment fifteen.  Please explain the specific types of
compensation that are included in the “All Other Compensation” colum n.  If you are
unable to explain what is included, please tell us why.

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 A ct of
1934 and all applicable Exchange Act 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 Commission 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 Uni ted States.

You may contact Claire DeLabar , Senior Staff Accountant,  at (202) 551 -3349  or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and re lated matters.  Please contact La hdan Rahmati, Law Clerk, at
(202) 551 -8199, or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202)
551-3810  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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SEC Response Letter

September 20, 2016

Mr. Larry Sprigel, Assistant Director

Celeste M. Murphy, Legal Branch Chief Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Hammer Fiber Optics Holdings Corp.

Form 8-K

Filed July 21, 2016

File No. 001-35876

Dear Mr. Sprigel and Ms. Murphy:

Hammer Fiber Optics Holdings Corp., a Nevada corporation (the “Company”), has received and reviewed your letter dated August 12, 2016, pertaining to the Company’s above-referenced filing (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”).  Specific to your comments, our responses below are in addition to those filed via the Edgar system. The following numbered responses correspond to those numbered comments as set forth in the comment letter dated August 12, 2016.

Item 5.06 Change in Shell Company Status, page 3

1.

We note your disclosure in Section 2.3 on page 2 of Exhibit 10.01, Share Exchange Agreement, on Form 8-K filed April 28, 2016, that “Management represents that during the existence of the entity there has always been a viable business with ongoing operations and has had more than nominal operations.” We further note that you indicated by check mark on the cover page of your Form 10-K filed October 25, 2013 that you were a shell company. However, on Form 10-Q filed December 12, 2013 you did not indicate by check mark that you were a shell company. Please disclose here that you were previously deemed a shell company as defined by Rule 405 of the Securities Act. Further, please explain how you made the determination between October 25, 2013 and December 12, 2013 that you were no longer a shell company and why you did not file Item 5.06 disclosure at that time.

RESPONSE:

The indication that we were shell reflected on the October 25, 2013 that the Company was a shell was an inadvertent clerical mistake. The Company believes that its past operations were sufficient to satisfy the requirements necessary to not be deemed a shell since inception. Please refer to our response to comment 3, below.

Business, page 3

2.

Please disclose how long Hammer Fiber Optic Investments, Ltd. has been in business.

RESPONSE:

We have revised Page 3 to include the following language:

“Hammer Fiber Optics Investments, Ltd. was formed in the State of Delaware on June 13, 2014.”

3.

We note your disclosure on Form 10-Q filed on December 19, 2014 that you did not reach the exploration stage and considered yourself to be a “pre-exploration stage company.” Please disclose here that Recursos Montana S.A. was a shell company and clarify that you did not reach the exploration stage so that your description is consistent with prior filings.

RESPONSE:

We respectfully submit to the Commission that the Company is not a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934; instead, the Company has been a “start-up” company which the Commission explicitly differentiates in Footnote 172 to SEC Release No. 33-8869 from “shell” companies covered under Rule 144(i)(1)(i) (the “Rule”). In adopting the definition of a shell company in SEC Release No. 33-8587 (the “Release”), the Commission stated that it intentionally did not define the term “nominal” and it did not set a quantitative threshold of what constitutes a shell company.

In the Release, the Commission states:

“We are not defining the term “nominal,” as we believe that this term embodies the principle that we seek to apply and is not inappropriately vague or ambiguous. We have considered the comment that a quantitative threshold would improve the definition of a shell company; however, we believe that quantitative thresholds would, in this context, present a serious potential problem, as they would be more easily circumvented. We believe further specification of the meaning of “nominal” in the definition of a “shell company” is unnecessary and would make circumventing the intent of our regulations and the fraudulent misuse of shell companies easier.”

Accordingly, the threshold for what is considered “nominal” is, to a large degree, subjective and based upon facts and circumstances of each individual case. As disclosed in the Company’s prior filings including, on its Annual, Quarterly and Current Reports, that the Company is and has been actively engaged in the implementation and deployment of its business plan. Should the direction of that business plan change, as long as there is no break between the former business direction and plan of operation and the implementation and deployment of the then “new” direction of the Company, such change of course, if determined by Management to be in the best interest of the Company and its shareholders, should not constitute a red flag or be definitive quantitative evidence that the Company is or was a “shell company.”

Accordingly, as the instant matter is related foregoing, the Company has been diligently pursuing its plans of operation since its inception. To this end the following is a brief description of the Company’s prior activities and should illuminate the natural progression of the Company from inception to its current business plan and plan of operations:

·

The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company’s principal activity was as an exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company.

·

On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc. Tanaris Power Holdings, Inc. was 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.

·

On April 25, 2016, the Company entered into a Shares Exchange Agreement with Hammer Fiber Optics Investments Ltd. Hammer Fiber Optic Investments Ltd. is an alternative telecommunications carrier that is poised to position itself as the premier provider of diversified dark fiber networking solutions as well as high capacity broadband wireless access networks in the New Jersey [Southern and Central region] and the Metro Philadelphia area.

The Company’s operations have been more than just “nominal.” The Company’s original management only recently changed hands and those founders worked diligently, since the Company’s inception, to identify and pursue viable business opportunities and when those opportunities arose the Company and its management use every reasonable effort to exploit the business plan and plan of operations of the Company for the ultimate benefit of the Company’s shareholders.

As the Commission points out in the Release, there are no established quantitative thresholds to determine whether a company’s operations are in-fact “nominal”. Instead, the determination is to be made on a case-by-case basis.  Respectfully the Company submits that operations are more than “nominal” and that it is not a “shell company.”

2

4.

We note that you refer to your wholly-owned subsidiary as HFO Holdings, Hammer Fiber Optics Holdings Corp., and HMMR Fiber Optics Holding Corp. Please define the term the first time you use it and be consistent throughout your disclosure.

RESPONSE:

We have amended the filing accordingly.

5.

Please clarify that your shares of common stock began trading on the OTC BB under the ticker symbol “HMMR” so that investors are not confused about where your stock currently trades.

RESPONSE:

We have revised Page 3 to include the following language:

“Accordingly, thereafter the Company’s name was changed and our shares of common stock began trading on the Over the Counter Bulletin Board (OTCBB) under our new ticker symbol “HMMR” as of May 27, 2016.”

6.

Please estimate the amount that your company spent during each of the last two fiscal years on research and development activities. Please refer to Item 101(h)(4)(x) of Regulation S-K.

RESPONSE:

During the fiscal year July 31st, 2015 the company spent $596,591.75 on research and development activities for the company’s Air system to obtain operability in the necessary distribution frequency of 28 GHZ.  No capital was spent in the fiscal year July 31st 2014.

7.

Provide us with copies of any reports and industry analysis that you cite or upon which you rely. Please mark these sources carefully to enable us to easily identify what material was used in the document and where it was used.

We refer you to the following statements:

·

Page 5: “We have therefore decided to enter this market without the involvement and/or validation of the incumbent operators who are all actively engaged in depreciating their existing massive legacy technology CAPEX commitments.”

RESPONSE:

This comment is our opinion of the market as it stands today.  Trying to introduce a new high speed wireless technology via the incumbent operators would be ineffective as it is unlikely for them to introduce new technology that would render their own massive investments redundant.  So, we decided it would be best not to strategically align with the incumbent and deploy this network architecture independently.  Attached is an example of how incumbents are depreciating their legacy infrastructure:  http://arstechnica.com/information-technology/2014/08/why-verizon-is-trying-very-hard-to-force-fiber-on-its-customers/3/

·

Page 9: “As per capita incomes start improving as a result of the Hammer Fiber Optic project, more people will be able to afford access to Hammer services …”

RESPONSE:

This statement should be amended to say the following: “as per capita incomes start improving as a result of a better economic outlook, more people will be able to afford access to Hammer services in the region and it is as or more affordable than competitive offerings for similar speeds.”

·

Page 10: “The Hammer Wireless Access Technology has been awarded to Hammer on an EXCLUSIVE basis across the entire State of New Jersey, USA.”

RESPONSE:

Exclusivity Agreement will be provided and attached to this submission.

3

·

Page 11: “Competition in the chosen markets covered by the Company is virtually non-existent ….”

RESPONSE:

Competition in the chosen markets covered by the Company is reduced typically to a single incumbent operator and satellite services and is more likely to stay that way since actions by the largest providers of potential fiber optic service has stalled.  These markets are suburban and rural markets and many of them were affected adversely by Hurricane Sandy.  This link describes the incumbent’s intention not to return to an impaired market within part of our projected service area with their traditional landline services:  http://www.nytimes.com/2013/10/15/technology/on-a-new-jersey-islet-twilight-of-the-landline.html?_r=0

·

Page 11: “This is evident from literally hundreds of reports from all the main providers in the area. For example: “Verizon current CEO found even bigger profits could be made from its prestigious wireless division. McAdams has shifted … with wireless home phone replacements and wireless broadband.”

RESPONSE:

This quote was part of an article discussing Verizon’s move into wireless 5G distribution.  The link to the source is http://stopthecap.com/2016/08/02/verizon-5g-finally-fiber-broadband-service-verizon-executives-like/

Risk Factors, page 11

8.

Please add risk factor disclosure to inform investors that a large portion of your shares are held by the directors and named executive officers of the company and that, as a result, investors may have limited influence on the company’s corporate governance.

“Our directors and named executive officers are also our principal stockholders, as such they will be able to exert significant influence over matters submitted to stockholders for approval, which could delay or prevent a change in corporate control or result in the entrenchment of management or the Board of Directors, possibly conflicting with the interests of other stockholders.

Our directors and named executive officers are also our principal stockholders as such they exert significant influence in determining the outcome of corporate actions requiring stockholder approval and otherwise control of our business. This control could have the effect of delaying or preventing a change in control or entrenching management or the Board of Directors, which could conflict with the interests of our other stockholders and, consequently, could adversely affect the market price of our common stock.”

Management’s Discussion and Analysis

Forward-Looking Statements, page 15

9.

Please remove your references to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as these safe harbors for forward-looking statements do not apply to issuers of penny stock.

RESPONSE:

We have amended the Filing to remove the references to 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Results of Operations, page 16

10.

Please state whether the company recorded any income during the fiscal year ended July 31, 2015. Please explain how cash increased from $10,415 at July 31, 2014 to $1,384,527 at July 31, 2015.

RESPONSE:

No income was recorded during the fiscal year ending July 31, 2015.  Cash increased during that period from investment capital.

4

11.

Please expand the disclosure to explain the nature of the management fees capitalized as of July 31, 2015 and the reason for capitalizing these fees rather than expensing the fees as incurred.

RESPONSE:

During the period ending July 31, 2015 the management of the company was directly involved in putting the equipment and network architecture in service along with other employees as the management’s background was in network design and implementation.  Several management members were explicitly hired for the ground level expertise in setting up network architecture.

Liquidity and Capital Resources, page 16

12.

Please disclose here that your independent auditors have expressed the opinion that there is substantial doubt about the ability of the Company to continue as a going concern.

RESPONSE:

We have amended the Filing to include the following language:

“As at July 31, 2015, the Company has a going concern assumption as the Company has earned insignificant revenue, has no certainty of earning revenues in the future, has a working capital deficit and an accumulated deficit since inception. The Company will require additional financing to continue operations–either from management, existing shareholders, or new shareholders through equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.”

Off-Balance Sheet Arrangements, page 16

13.

Please consolidate the two sections entitled “Off-Balance Sheet Arrangements” or advise.

RESPONSE:

We have amended the filing accordingly.

Item 5. Directors and Executive Officers

Identification of Executive Officers and Directors of the Company, page 18

14.

Please provide all information required by Item 401 of Regulation S-K. For example, you did not provide ages of all directors and executive officers nor positions and offices with the registrant held by each such person.

RESPONSE:

We have amended the Filing accordingly.

Item 6. Executive Compensation, page 21

15.

Please provide a footnote explanation to “All Other Compensation” so that investors will understand what is included in this column.

RESPONSE:

We have amended the Filing to include the following footnote, as footnote #2,

Mail Stop 3720

September 19, 2016

Michael Cothill
Chief Executive Officer
Hammer Fiber Optics Holdings Corp.
311 Broadway
Point Pleasant Beach, NJ 08742

Re: Hammer Fiber Optics  Holdings Corp.
Form 8 -K
Filed July 21, 2016
File No. 001 -35876

Dear Mr. Cothill :

 We issued comments to you on the above captioned filing on August 12, 2016 .  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  October 3, 2016.

 If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments an d complete our
review of your filing a nd your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letter s relating to disclosure filings it has reviewed.

 Please contact Lahdan Rahmati, Law Clerk, at (202) 551 -8199  or Carlos Pacho, Senior
Assistant Chief Accountant, at (202) 551 -3835 with any questions.

         Sincerely,

        /s/ Terry French for

        Larry Spirgel
        Assistant Director
        AD Office 11 – Telecommunications

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SEC Letter

September 1, 2016

VIA EDGAR SUBMISSION

Mr. Larry Sprigel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Hammer Fiber Optics Holdings Corp.

Form 8-K

Filed July 21, 2016

File No. 001-35876

Dear Sirs/Madams:

We are in receipt of your comment letter dated August 12, 2016, regarding Hammer Fiber Optics Holdings Corp. July 21, 2016, Form 8-K filing.  We are requesting an additional 10 business days to respond due to time constraints associated with updating our interim financial statements of operations for the year ended April 30, 2016 As a result, we will submit our response letter by September 12, 2016.

Very truly yours,

/s/ Mark Stogdill

Mark Stogdill

Chief Executive Officer

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SEC Response Letter

Date:  August 26th, 2016

To Whom It May Concern:

On August 12th, 2016 Hammer Fiber Optics Holding Corp. received a comment letter from the United States Securities and Exchange Commission regarding the Form 8-K filed by the company on July 21st, 2016.  On August 25th, Hammer Fiber Optics Holding Corp (HMMR) requested a 5 business day extension on filing a response to the comment letter.  The extension was approved by SEC staffer Ladman Rahmati with the new date of reply extended to September 2nd, 2016.

Yours Sincerely,

/s/ Mark Stogdill

Mark Stogdill

President & Chief Executive Officer

Hammer Fiber Optics Holdings Corp

311 Broadway Point Pleasant Beach NJ 08742 (732)-333-3808 www.hammerfiber.com

Mail Stop 3720

August 12 , 2016

Michael Cothill
Chief Executive Officer
Hammer Fiber Optics Holdings Corp.
311 Broadway
Point Pleasant Beach, NJ 08742

Re: Hammer Fiber Optics Holdings Corp.
 Form 8-K
 Filed July 21, 2016
 File No. 001 -35876

Dear Mr. Cothill :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response  and any amendment you may file in response  to these
comments, we may have  additional comments.

Form 8 -K filed July 21, 2016

Item 5.06 Change in Shell Company Status, page 3

1. We note your disclosure in Section 2.3 on page 2 of Exhibit 10.01, Share Exchange
Agreement, on Form 8 -K filed April 28, 2016, that “ Management represents that during
the existence of the entity there has always been a viable business with ongoing
operatio ns and has had more than nominal operations. ”  We further note that you
indicated by check mark on the cover page of your Form 10 -K filed October 25, 2013
that you were a shell company.  However, on Form 10 -Q filed December 12, 2013 you
did not indicate by  check mark that you were a shell company.  Please disclose here that
you were previously deemed a shell company as defined by Rule 405 of the Securities
Act.  Further, please explain how you made the determination between October 25, 2013

Michael Cothill
Hammer Fiber Optics Ho ldings, Corp.
August 12, 2016
Page 2

 and December 12,  2013 that you were no longer a shell company and why you did not
file Item 5.06 disclosure at that time.

Business , page 3

2. Please disclose how long Hammer Fiber Optic Investments, Ltd. has been in business.

3. We note your disclosure on Form 10 -Q filed on  December 19, 2014 that you did not
reach the exploration stage and considered yourself to be a “pre -exploration stage
company.”  Please disclose here that Recursos Montana S.A. was a shell company and
clarify that you did not reach the exploration stage s o that your description is consistent
with prior filings.

4. We note that you refer to your wholly -owned subsidiary as HFO Holdings, Hammer
Fiber Optics Holdings Corp., and HMMR Fiber Optics Holding Corp.  Please define the
term the first time you use it and  be consistent throughout your disclosure.

5. Please clarify that your shares of common stock began trading on the OTC BB under the
ticker symbol “HMMR” so that investors are not confused about where your stock
currently trades.

6. Please estimate the amount that your company spent during each of the last two fiscal
years on research and development activities.  Please refer to Item 101(h)(4)(x) of
Regulation S -K.

7. Provide us with copies of any reports and industry analysis that you cite or upon which
you rely.  Please mark these sources carefully to enable us to easily identify what material
was used in the document and where it was used.  We refer you to the following
statements:

 Page 5:  “We have therefore decided to enter this market without the  involvement
and/or validation of the incumbent operators who are all actively engaged in
depreciating their existing massive legacy technology CAPEX commitments.”
 Page 9:  “As per capita incomes start improving as a result of the Hammer Fiber
Optic projec t, more people will be able to afford access to Hammer services  … .”
 Page 10:  “The Hammer Wireless Access Technology has been awarded to
Hammer on an EXCLUSIVE basis across the entire State of New Jersey, USA.”
 Page 11:  “Competition in the chosen ma rkets covered by the Company is
virtually non -existent  … .”
 Page 11:  “This is evident from literally hundreds of reports from all the main
providers in the area.  For example: “Verizon current CEO found even bigger
profits could be made from its pre stigious wireless division.  McAdams has
shifted … with wireless home phone replacements and wireless broadband.””

Michael Cothill
Hammer Fiber Optics Ho ldings, Corp.
August 12, 2016
Page 3

 Risk Factors, page 11

8. Please add risk factor disclosure to inform investors that a large portion of your shares are
held by the directors  and named executive officers of the company and that, as a result,
investors may have limited influence on the company’s corporate governance.

Management’s Discussion and Analysis

Forward -Looking Statements, page 15

9.   Please remove your references to Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 as these safe harbors for forward -looking
statements do not apply to issuers of penny stock.

Results of Operations, page 1 6

10. Please state whether the company recorded any income during the fiscal year ended July
31, 2015.  Please explain how cash increased from $10,415 at July 31, 2014 to
$1,384,527 at July 31, 2015.

11. Please expand the disclosure to explain the nature of the management fees capitalized as
of July 31, 2015 and the reason for capitalizing these fees rather than expensing the fees
as incurred.

Liquidity and Capital Resources, page 16

12. Please disclose her e that your independent auditors have expressed the opinion that there
is substantial doubt about the ability of the Company to continue as a going concern.

Off-Balance Sheet Arrangements, page 16

13. Please consolidate the two sections entitled “Off -Balan ce Sheet Arrangements” or advise.

Item 5.   Directors and Executive Officers

Identification of Executive Officers and Directors of the Company, page 18

14. Please provide all information required by Item 401 of Regulation S -K.  For example,
you did not prov ide ages of all directors and executive officers nor positions and offices
with the registrant held by each such person.

Item 6.  Executive Compensation, page 21

Michael Cothill
Hammer Fiber Optics Ho ldings, Corp.
August 12, 2016
Page 4

 15. Please provide a footnote explanation to “All Other Compensation” so that investors will
understand what is included in this column.

Item 7.  Certain Relationships and Related Party Transactions, page 22

16. We note your disclosure that no associate or affiliate has any material interest in any
transaction that has occurred during the past fiscal year.  However, Item 404(d) of
Regulation S -K requires disclosure for the prior two fiscal years.  Please revise or  advise.

Item 9.  Market Price o f and Dividends of the Registrant ’s Common Equity and Related
Stockholder Matters,  page 23

17. Please provide all information required by Item 201 o f Regulation S -K.  For example,
you did not provide information regarding market information for the company’s shares
and holders of the company’s shares.

Exhibits , page 25

18. We are unable to locate the Amendment to the Articles of Incorporation because they
were not filed with the SEC on March 1, 2015.  Please advise or refile this exhibit.

Exhibit 99.1 - Financial Statement s

19. Please include the unaudited interim financial statements of Hammer Fiber Optic
Investments, Ltd. as of April 30, 2016 in the Form 8 -K.

Report of Independent Registered Public Accounting Firm, page 1

20. Please ask your accountants to revise the explanatory language regarding going concern
basis to include reference to the disclosure of management’s plan pursuant to AU Section
508.

Note 2 – Summary of Significant Accounting Policies, page 6

Capitalized Software Costs, page 6

21. Please expand the disclosure to clarify why the consulting fees  incurred during the period
were capitalized rather than expensed as incurred.  Describe the nature of the costs and
the basis for determining whether the projects were in the preliminary project stage or the
application development stage.  See ASC 350 -40-25-1 and 350 -40-25-2 for guidance.

Note 10 – Subsequent Events, page 9

Michael Cothill
Hammer Fiber Optics Ho ldings, Corp.
August 12, 2016
Page 5

 22. We note that the share exchange agreement has not yet been finalized or closed as of the
date o f the financial statements.  Please clarify the disclosure to state that the transaction
was consummated on July 19, 2016.

23. Please expand the disclosure to clarify whether the Private Placement of $2,400,000 since
August 1, 2015 and the loan of $2,400,000  on January 13, 2016 were separate
transactions.

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 appli cable Exchange Act 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 commen ts, 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 Commission 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 Claire DeLabar , Senior Staff Accountant,  at (202) 551 -3349  or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and re lated matters.  Please contact Lahdan Rahmati, Law Cle rk, at
(202) 551 -8199, or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202)
551-3810  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

March 18 , 2015

Luis Asdruval Gonzalez Rodriguez
President and Chief Executive Officer
Tanaris Power Holdings, Inc.
1ST Street, #3, Cerros del Atlantico
Puerto Plata, Dominican Republic

 Re:  Tanaris Power Holdings, Inc. f/k/a 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 completed our review of your filing.  We remind you that our  comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  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 Exch ange Act of 1934 and all applicable rules require.

       Sincerely,

/s/ Brigitte Lippmann (for)

       John Reynolds
       Assistant Director

cc:  Mark Lee , Esq.
       Greenberg Traurig, LLP

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March 10, 2015

Via EDGAR and FedEx

John Reynolds

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:

Tanaris Power Holdings Inc. (f/k/a Recursos Montana S.A.)

Form 10-K for Fiscal Year Ended July 31, 2014

Filed November 14, 2014

File No. 001-35876

Dear Mr. Reynolds:

Tanaris Power Holdings Inc. (f/k/a Recursos Montana S.A.), a Nevada corporation (the “Company”) is responding to the comment in the letter from the Staff of the Securities and Exchange Commission (“Staff”) dated February 3, 2015, relating to the Company’s Form 10-K for Fiscal Year Ended July 31, 2014 filed on November 14, 2014 (“Form 10-K”).

Form 10-K for the Fiscal Year Ended July 31, 2014

Form 10-Q for the Quarterly 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.

Company Response 1:

The Company respectfully informs the Staff that at the time of the November 7, 2014 news release the Company had signed a non-binding memorandum of understanding, which devolved into negotiations which were ongoing; hence the December 16 and 30, 2014 news releases to clarify the ongoing negotiations. A binding, definitive agreement has now been executed and filed in a current report on Form 8-K on February 12, 2015.

1

Securities and Exchange Commission

Division of Corporation Finance

March 10, 2015

***

We hope that the foregoing addresses the Staff’s comment.  In the event the Staff has no further comments, we would appreciate written correspondence to that effect.

If you have any questions regarding this response, please do not hesitate to contact me directly at (916) 442-1111.

TANARIS POWER HOLDINGS INC.

/s/ Luis Asdruval Gonzalez Rodriguez

_____________________________

Luis Asdruval Gonzalez Rodriguez

President and Chief Executive Officer

2

Securities and Exchange Commission

Division of Corporation Finance

March 10, 2015

ACKNOWLEDGEMENT

In connection with Tanaris Power Holdings Inc.’s (the “Company”) letter dated March 10, 2015, addressed to the Securities Exchange Commission (the “Commission”), we acknowledge the following:

·

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 Commission 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.

TANARIS POWER HOLDINGS, INC.

/s/ Luis Asdruval Gonzalez Rodriguez

_____________________________

Luis Asdruval Gonzalez Rodriguez

President and Chief Executive Officer

3

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

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RECURSOS MONTANA S.A.

1st Street, #3, Cerros del Atlantico

Puerto Plata, Dominican Republic

April 10, 2013

Via Edgar

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.,

Washington, D.C., 20549

Re:          Recursos Montana, S.A

Registration Statement on Form S-1

File No.  333-179886

Attention: Mr. John Reynolds, Assistant Director, Division of Corporate Finance

Dear Mr. Reynolds:

Recursos Montana S.A. (the “Company”) hereby requests that the above-captioned registration statement be ordered effective at 12:00 pm EST on Friday, April 12, 2013, or as soon as practicable thereafter.

The Company wishes to state that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequate and accuracy of the disclosure in the filing, and

●

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly;

Recursos Montana S.A

“Luis A.G. Rodriguez”

Luis A.G. Rodriguez

President, Chief Executive Officer

and Director

-1-

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Recursos Montana S.A.

1st Street, #3, Cerros del Atlantico

Pureto Plata, Dominican Republic

Securities Exchange Commission

Re:           Recursos Montana S.A. (the “Company”)

-

SEC Comment Letter dated March 22, 2013

In response to the SEC Comment Letter dated March 22, 2013, the Company has filed Amendment no. 4 to the Registration Statement (the “Registration Statement”).  Our responses to your comments are set out in detail below.

1.

We reviewed your response to our prior comment 2, noting your assertion that a revised audit report had been included in your amended registration statement.  However, upon review of the audit report we note it had not been revised.  Thus, our comment will be reissued.   Please direct your Independent Registered Public Accounting Firm to revise the opinion paragraph of their audit report to opine on the results of operations and cash flows for the year ended July 31, 2012 in addition to the other periods included.

The audit opinion paragraph reads as follows in response to the above noted comment:

“In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Recursos Montana S.A. (a Pre-Exploration Stage Company) as of July  31, 2012 and 2011, and the results of its operations and its cash flows for each of years in the two-year period ended July 31, 2012, and for the period from September 23, 2010 (date of inception) to July 31, 2011, and for the period from September 23, 2010 (date of inception) to July 31, 2012, in conformity with accounting principles generally accepted in the United States of America.”

2.

We note you reported changes in accountants in 8-K/A filed on December 19, 2012.  Please revise your disclosure here to report the change in accountants and include all the disclosure required by Item 304 of Regulation S-K.

We have included the requirements of Item 304 of Regulation S-K as shown on page 39.

In filing the Form S-1A amendment #4, the Edgar program, when the live filing was done, requested the Company wait several minutes before re-trying the filing.   When the re-try was completed, we noticed that there were two filings on the Form S-1A amentment #4 on the website.   These are duplicates of the same filing.   We are sorry if this causes any unnecessary problems.

Yours very truly

Recursos Montana S.A.

“LUIS A. G. RODRIGUEZ

Luis A. G. Rodriguez

Chief Executive Officer, President

and Director

-1-

March 22, 2013

Via Email
Luis A. G. Rodriguez
Chief Executive Officer
Recursos Montana S.A.
1st Street, #3, Cerros del Atlantico
Puerto Plata, Dominic Republic

Re: Recursos  Montana S.A.
Amended Registration Statement on Form S -1
Filed March 6, 2013
  File No. 333 -179886

Dear Mr.  Rodriguez :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us  with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do n ot believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -1, filed March 6, 2013

Financial Statements

Report of Independent Registered Public Accounting Firm, page 19

1. We reviewed your response to our prior comment 2, noting your assertion that a revised
audit report has been included in your amended registration statem ent.  However, upon
review of the audit report we note it has not been revised.   Thus, our comment will be
reissued.   Please direct your Independent Registered Public Accounting Firm to revise the
opinion paragraph of their audit report to opine on the res ults of operations and cash
flows for the year ended July 31, 2012 in addition to the other periods included.

Luis A. G. Rodriguez
Recursos Montana S.A.
March 22, 2013
Page 2

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
39

2. We note you reported change in accountants in 8 -K/A filed on December 19,
2012.   Please revise your disclosure here to report the change in accountants and include
all the disclosures required by Item 304 of Regulation S -K.

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclo sure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may Raj Rajan at (202) 551 -3388  or Brian Bhandari at (202) 551 -3390  if you have
questions regarding comments on the financial statements and related matters.  Please co ntact
Jay Williamson at (202) 551 -3393  or David Link  at (202) 551 -3356  with any other questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

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Recursos Montana S.A.

1st Street, #3, Cerros del Atlantico

Pureto Plata, Dominican Republic

March 5, 2013

Securities Exchange Commission

Re:           Recursos Montana S.A. (the “Company”)

-

SEC Comment Letter dated November 15, 2012

In response to the SEC Comment Letter dated November 15, 2012, the Company has filed Amendment no. 3 to the Registration Statement (the “Registration Statement”).  Our responses to your comments are set out in detail below.

1.

We note your response to prior comment 1 of our letter dated August 31, 2012 and the disclosure added.  Please clarify when Mr. McAdams estimated the costs associated with your Phase I exploration program and whether any intervening events or other considerations have cause you to re-assess the costs or timing.  In this respect, it is unclear whether you believe you will be able to hire a local geologist at similar rates or will incur additional expenses not included in Mr. McAdams’ estimates.  In this regard we note your estimate does not appear to include the approximately $350/day geologist referred to on page 32.  Please revise and advise.

We have revised the section titled “Properties – Vunidawa Gold Claim – Conclusions and Recommendations” by inserting the following disclosure on page 15:

“Due to the fact that we entered into a verbal agreement with Mr. McAdams in October 2010 and the Company was unable to immediately commence with its exploration activities, Mr. McAdams, who now has other commitments, is not available as hoped for undertaking the work previously discussed with him.  The anticipated costs of completing Phase I outlined in Mr. McAdams’ report include his anticipated fee of $350 per day, which is incorporated under the item geochemical surface sampling.  Even though management will be engaging a local geologist to carry out the Phase I exploration program, management believes that it will be able to hire a local geologist at the similar rate and that no intervening events have occurred to cause the price of this initial exploration program to increase.”

2.

Please direct your Independent Registered Public Accounting Firm to revise the opinion paragraph of the audit report to opine on the results of operations and cash flows for the year ended July 31, 2012 in addition to the other periods included.

We have included the revised audit report of our Independent Registered Public Accounting Firm the Registration Statement.

-1-

3.

We note the revision made in response to prior comment 4 of our letter dated August 31, 2012.  Your revision eliminated the clause in which you define the abbreviation “NGCL,” please revise.

Please refer to Exhibit 5.1 for the amended legal opinion.

Yours very truly

Recursos Montana S.A.

“LUIS A. G. RODRIGUEZ

Luis A. G. Rodriguez

Chief Executive Officer, President

and Director

-2-

December 21 , 2012

Via Email
Luis A. G. Rodriguez
Chief Executive Officer
Recursos Montana S.A.
1st Street, #3, Cerros del Atlantico
Puerto Plata, Dominic Republic

Re: Recursos  Montana S.A.
 Item 4.01 Form 8 -K
Filed November 21, 2012
File No. 333 -179886

Dear Mr. Rodriguez :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission o r any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act o f 1934 and all applicable rules require.

        Sincerely,

        /s/Craig Arakawa

        Craig Arakawa
        Staff  Accountant
        Office of Beverages, Apparel and
Mining

CORRESP
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Recursos Montana S.A.

1st Street, #3, Cerros del Atlantico

Pureto Plata, Dominican Republic

Securities Exchange Commission

Re:                Recursos Montana S.A. (the “Company”)

-

SEC Comment Letter dated November 29, 2012

In response to the SEC Comment Letter dated November 29, 2012, the Company has filed Amendment Form 8-K.  Our responses to your comment is set out in detail below.

1.

We note your disclosure related to the reports of your former auditors, Madsen & Associates CPAs, Inc. make reference to “the financial statements as of and for the period from inception on September 23, 2010 through July 31, 2011.”  However, we note that the opinion provided by your former auditor included in your Form S-1A filed on November 1, 2012 covers the financial statements as of July 31, 2012 and 2011 and the period from inception on September 23, 2010 through July 31, 2011 and the fiscal year ended July 31, 2012.  Please revise your disclosure to refer to the reports issued by your former auditor for the two most recent fiscal years to comply with Item 304 (a)(1)(ii) of Regulation S-K.

The error in the original filed Form 8-K has been amended to in order to reflect the correct accounting periods.

Yours very truly

Recursos Montana S.A.

“LUIS A. G. RODRIGUEZ

Luis A. G. Rodriguez

Chief Executive Officer, President

and Director

-1-

November 29, 2012

Via Email
Luis A. G. Rodriguez
Chief Executive Officer
Recursos Montana S.A.
1st Street, #3, Cerros del Atlantico
Puerto Plata, Dominic Republic

Re: Recursos  Montana S.A.
 Item 4.01 Form 8 -K
Filed November 21, 2012
File No. 333 -179886

Dear Mr. Rodriguez :

We have reviewed your filing and have the following comments.  Where  indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with more information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process i s to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any ot her aspect of our review.  Feel free to call us at the
telephone number  listed at the end of this letter.

Form 8 -K filed November 21 , 2012

1. We note your disclosure related to the reports of your former auditors, Madsen &
Associates CPAs, Inc. makes refer ence to “the financial statements as of and for the
period from inception on September 23, 2010 through July 31, 2011.”  However, we note
that the opinion provided by your former auditor included in your Form S -1/A filed on
November 1, 2012 covers the fina ncial statements as of July 31, 2012 and 2011 and the
period from inception on September 23, 2010 through July 31, 2011 and the fiscal year
ended July 31, 2012.  Please revise your disclosures to refer to the reports issued by your
former auditor for the t wo most recent fiscal years to comply with Item  304(a)(1)(ii) of
Regulation S -K.

Luis A. G. Rodriguez
Recursos Montana S.A .
November 29, 2012
Page 2

 As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to pro vide us
with marked copies of the amendment to expedite our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses to our comments.

  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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information inv estors require for an
informed investment decision.  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 connec tion with responding to our comments, please provide, in writing, a 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 respon se to staff comments do not foreclose the
Commission 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 law s of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.

You may contact me at (202)  551-3650 if you have questions regarding our comments.

       Sincerely,

       /s/Craig H. Arakawa

       Craig H. Arakawa
       Staff Accountant

November 15, 2012

Via Email
Luis A. G. Rodriguez
Chief Executive Officer
Recursos Montana S.A.
1st Street, #3, Cerros del Atlantico
Puerto Plata, Dominic Republic

Re: Recursos  Montana S.A.
Amended Registration Statement on Form S -1
Filed November 1 , 2012
  File No. 333 -179886

Dear Mr.Rodriguez :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do  not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -1, file d November 1 , 2012

Properties, page 10

1. We note your response to prior comment 1 of our letter dated August 31, 2012 and the
disclosure added.  Please clarify when Mr. McAdams estimated the costs associated with
your Phase I exploration program and whethe r any intervening events or other
considerations have caused you to re -assess the costs or timing.  In this respect it is
unclear whether you believe you will be able to hire a local geologist at similar rates or
will incur additional expenses not included  in Mr. McAdams’ estimates.  In this regard
we note your estimate does not appear to include the approximately $350/day geologist
referred to on page 32.  Please revise or advise.

Luis A. G. Rodriguez
Recursos Montana S.A.
November 15, 2012
Page 2

 Financial Statements

Report of Independent Registered Public Accounting Firm, page 19

2. Please direct your Independent Registered Public Accounting Firm to revise the opinion
paragraph of the audit report to opine on the results of operations and cash flows for the
year ended July 31, 2012 in addition to the other periods inclu ded.

Exhibits

Exhibit 5.1

3. We note the revision made in response to prior comment 4 of our letter dated August 31,
2012.  Your revision eliminated the clause in which you define the abbreviation
“NGCL,” please revise.

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 Act of 193 3 and
all applicable Securities  Act 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.

You may Raj Rajan at (202) 551 -3388  or Brian Bhandari at (202) 551 -3390  if you have
questions regarding comments on the financial statements and related matters.  Please co ntact
Jay Williamson at (202) 551 -3393  or David Link  at (202) 551 -3356  with any other questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

CORRESP
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Recursos Montana S.A.

1st Street, #3, Cerros del Atlantico

Pureto Plata, Dominican Republic

Securities Exchange Commission

Re:                   Recursos Montana S.A. (the “Company”)

-

SEC Comment Letter dated August 31, 2012

In response to the SEC Comment Letter dated August 31, 2012, the Company has filed Amendment no. 2 to the Registration Statement (the “Registration Statement”).  Our responses to your comments are set out in detail below.

1.

We note the text added to page 14 responsive to prior comments 14 to 16 and reissued in part.   Please revise to discuss the components of each phase of your plan in greater specificity, including who will conduct the work, how you calculated the cost of each phase, and how you will determine the advisability of proceeding with phase two.   Additionally, please address the parameters of your claim and the extent to which you will need to negotiate additional agreements for the right to undertake the activities in each phase, given that you do not own the approximately 185 acres.

We have revised the section titled “Properties – Vunidawa Gold Claim – Conclusions and Recommendations” on page 14 by inserting the following disclosure:

“Phase I will consist of air photo interpretation of the mineral structures on the Vunidawa Gold Claim.  It is expected that approximately 4.8 line kilometers of magnetic and very low frequency electromagnetic (VLF-Em) surveying will be completed on the Vunidawa claim.  It is hoped that this work will identify VLF-EM conductors and alterations.   The Company will contract with its geologist to fly a multi-sensor airborne geophysical survey over the entire Vunidawa claim.  It is expected that approximately 750 line kilometers of combined magnetic and radiometric measurements at line spacing of 150 meters will be completed.  Once this information has been obtained and analyzed, a geological mapping of the results will be undertaken to determine future areas of interest and mineralization.   In addition to the air photo, a geochemical sampling program will be undertaken where soil, stream sediment and rock samples will be collected for assaying.   These assays will concentrate on gold, mercury and other minerals which might be present on the Vunidawa.   It is estimated that between 100 and 150 samples will have to be taken and assayed.   It is expected that these samples will have to be collected with a hand auger (a tool used for boring into the soil) at depths ranging from 10 to 90 cm before the surface with approximately 50 meter spacing between them.   All samples to be obtained will be analyzed for any mineralization by a local laboratory in Fiji using industry standard ICP-mass spectrometry methods with hot aqua solution.   All exploration activities on the Vunidawa Claim will be conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices.

-1-

The cost of completing each phase of Phase I based on the McAdams’ report is as follows:

Phase I

Fijian Dollars

U.S. Dollars

Airborne geophysical surveying

$   10,200

$   5,630

Geological mapping

9,800

5,416

Geochemical surface sampling (including sample collection and assaying)

27,500

15,180

Total exploration costs per Phase I

$  47,500

$  26,226

Due to the fact that we entered into a verbal agreement with Mr. McAdams in October 2010 and the Company was unable to immediately commence with its exploration activities, Mr. McAdams, who now has other commitments, is not available as hoped for undertaking the work previously discussed with him.  Management will have to seek another geologist to undertake its exploration work in the near future.

Once the geologist has analyzed the results of Phase I and discussed the results with the Board of Directors a decision will be made by the Directors as to whether to precede with Phase II.   Depending on the results of Phase I, we will follow-up with a diamond drill program on the Vunidawa Gold Claim.  The drill program will focus on key targets identified in the Phase I exploration program and will total approximately 1,000 to 1,500 feet of diamond drilling.  We anticipate that the drill program will take one month to complete and will cost approximately $200,000.

The Company has the sole rights to the minerals on the Vunidawa Claim and will not have to negotiate with any third party to undertake its exploration work.   The mineral rights will remain with the Company until such time as either the Company abandons the claim or transfers the mineral rights to a third party when entering into a joint venture.”

2.

Also, please supplementary provide the “geological evaluation report”.

The geological evaluation report has been included as Exhibit A to this letter.

3.

We note your response to prior comment 12 and 20.  Please provide a complete, written summary of the oral agreement with Mr. McAdams as an exhibit and revise page 38 of your prospectus to identify “the consulting geologist currently conducting the exploratory work on the Vunidawa Gold Claim.”  It appears that your exhibit and revised disclosure should address your arrangements with Mr. McAdams regarding the current exploration at $350 per day as well as the 2010 undertaking to investigate and provide a geological report.  In this regard, it is unclear why your prospectus disclosure does not address when the daily exploration began and whether it has continued since that date.  Please revise accordingly.

We have set out the following disclosure of the oral agreement with Mr. McAdams in Exhibit 99.2:

"During the last couple of days of October 2010, Luis Rodriguez contacted an attorney he knew in Fiji named Mr. Prakash Sharma in hopes that his law firm would recommended a geologist to visit a mineral claim his company, Recursos Montana, has acquired from one of Mr. Sharma’s clients, Morris Ventures LLC.  Mr. Sharma recommended Mr. James McAdams, Professional Geologist, who had been a geologist for the past thirty-five years and was a member of the Geological Society of Fiji.   Mr. Sharma explained to Mr. McAdams that he had been approached by Mr. Rodriguez, a resident of the Dominical Republic, who had acquired a mineral claim called Vunidawa Gold Claim which is located near the City of Korovou in Fiji.   He indicated that Mr. McAdams should visit the Vunidawa Claim in order to prepare a geological report including a recommended exploration program, if the mineral claim warranted it.  Mr. McAdams was advised that the geological report he would be preparing might be used in a filing statement with the United States Securities and Exchange Commission and therefore would have to comply with their requirements.   No written agreement was entered into between Recursos Montana and Mr. McAdams.

-2-

It was also indicated that once the visit to the Vunidawa Claim and the geological report was completed Mr. McAdams’ services would not be required on a continual basis.    It was not said but the feeling on the part of management of Recursos Montana was that any future exploration work would be directed to Mr. McAdams."

In response to Mr. McAdams providing us with consulting services on a going forward basis, we advise that due to the fact that the verbal agreement was entered into in October 2010 and the Company was unable to immediately commence with its exploration activities, Mr. McAdams, who now has other commitments, is not available as hoped for undertaking the work previously discussed with him.  Management will have to seek another geologist to undertake its exploration work in the near future.

In addition to the above exhibit under 99.2, the Company has changed the wording on page 33 to read as follows:

“We plan to enter into a verbal arrangement with a consulting geologist who will be conducting the exploratory work on the Vunidawa Gold Claim under Phase I whereby we anticipate that we will pay him approximately $350 per day.  As such consulting geologist has not been engaged at this time, there is no assurance that we will be able to retain such consulting geologist or that the fee will be $350 per day.”

Since the exploration work under Phase I has not yet been done the following wording has been inserted on page 33.

“The exploration work under Phase I has not yet begun.”

4.

Please remove the statement “I am admitted to practice in California and Arizona, but not admitted to practice in the State of Nevada.  However, I am generally familiar with the General Corporation Laws of the State of Nevada…”

Please refer to Exhibit 5 for the amended legal opinion.

Yours very truly

Recursos Montana S.A.

“LUIS A. G. RODRIGUEZ

Luis A. G. Rodriguez

Chief Executive Officer, President

and Director

-3-

Exhibit A - Geological Report

SUMMARY OF EXPLORATION

ON THE VUNIDAWA PROPERTY KOROVOU, FIJI

Vunidawa Gold Claim

(MINING TENEMENT 1225)

Latitude 17º49'12” South

Longitude 178º 21' 00” East

For Recursos Montata S. A. 1st Street #3

Cerros del Atlantico

Puerto Plata

Dominican Republic

by

James McAdams

November 5, 2010

-4-

TABLE OF CONTENTS

Page

SUMMARY

3

INTRODUCTION AND TERMS OF REFERENCE

4

DISCLAIMER

4

PROPERTY DESCRIPTION AND LOCATION

4

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND

TOPOGRAPHY

5

HISTORY

5

GEOLOGICAL SETTING

5

REGIONAL GEOLOGY OF THE AREA

5

STRATIGRAPHY

5

INTRUSIVE

6

STRUCTURE

6

DEPOSIT TYPES

6

MINERALIZATION

7

EXPLORATION

7

PROPERTY GEOLOGY

7

DRILLING SUMMARY

7

SAMPLING METHOD; SAMPLE PREPARATION; DATA VERIFICATION

7

ADJACENT PROPERTIES

8

INTERPRETATIONS AND CONCLUSIONS

8

RECOMMENDATIONS

8

BUDGET

9

STATEMENT OF QUALIFICATIONS

10

APPENDIX I – REFERENCES

11

APPENDIX II – LOCATION MAP

12

-5-

SUMMARY

Recursos Montana S. A. has purchased a 100% interest in Vunidawa Gold Claim. The property consists of one – 9 unit claim block containing 72.5 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Fiji.

Vunidawa Gold Claim, located about 60 km Southwest of the city of Korovou, Fiji, and 65 km Northwest of Nausori, Fiji, is a gold exploration project, located 40 km East of the past producing Korovou Gold Mine. The claims are accessible by all weather government maintained roads to the town of Korovou (to the Southwest) and to Suva to the South East. Year round deep sea port facilities at Suva and the skilled population base found between Korovou and Suva is readily available.

The past producing mines yielded 1.11 million ounces of gold during the years 1956 and 2002.

The property is underlain by rocks of the Savura Volcanic Group and is derived from a potassium-rich magma of shoshonite association evolving from an absarokite parent magma to shoshonite, bankite and monzonite derivates.

Past work on Vunidawa Gold Claim since 2002 has indicated the presence of sulphide mineralization containing gold and silver values.

A recommended two phased mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying will enhance the targets for diamond drilling. This exploration program to fully evaluate the prospects of the Vunidawa Gold Mine, at a cost of FJD$40,500, is fully warranted to be undertaken.

-6-

INTRODUCTION

In 2010, Recursos Montana S. A. acquired a 100% interest in the Vunidawa Gold Claim (Mining Tenement 1225) that was staked to cover gold zones within the similar Tavua Volcanic Group of rocks that host zones that were mined at the Korovou Gold Mine. Korovou Gold Mine is located approximately 40 kilometers to the east of the Vunidawa Gold Claim, produced in excess of 105,000 ounces of gold annually and is currently being reactivated on a limited basis.

The tenement is located 60 kilometers Southwest of Korovou, Fiji.

Previous exploration work to investigate the mineral potential of the property has outlined some favourable areas for continued exploration and development.

This report was initiated by the President of Recursos Montana S. A. to summarize the exploration potential of the Vunidawa Gold Claim and its mineral prospects, to be filed with the appropriate regulatory bodies.

DISCLAIMER

In order to write the report, historical and current geological reports of the area and of the property were reviewed. A visit to the area of the property was made in November, 2010 for the purpose of evaluating the exploration potential of the area. The reports by previous qualified persons as presented from a literature search of the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Fiji in its annual reports, papers, Geological Survey maps and assessment reports provide most of the technical basis for this report.

PROPERTY DESCRIPTION AND LOCATION

Vunidawa Gold Claim project consists of 1 unpatented mineral claim, located 60 kilometers Southwest of the town of Korovou, Fiji  at UTM co-ordinates Latitude 1757’00”S and Longitude 17821’00”E. The mineral claim was assigned to Recursos Montana S. A. by Morris Ventures LLC. and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Fiji.

There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances.  As advanced exploration proceeds there may be bonding requirements for reclamation.

-7-

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND TOPOGRAPHY

Vunidawa Gold Claim is accessible from Korovou, Fiji by traveling on the country’s only highway system which for the most part consists of one lane in each direction and by taking an all weather gravel road. The town of Korovou has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in Korovou.

Vunidawa Gold Claim lies at an elevation of 1,210 feet near the southeast end of the Nakanai Mountain Range. The main mountain ridge has a maximum peak of 2,642 feet with steep east facing slopes.

Tropical mountain forests grow at lower elevations in the northwest corner of the claim and good rock exposure is found along the peaks and ridges in the eastern portion of the claim.

The climate is mild year round with the rainy season falling from May to October.

HISTORY

Gold was first reported in the area by Fijian and British prospectors over 50 years ago. Mineral lode claims were recorded in 1956 in the surrounding areas.

Numerous showings of  mineralization have been discovered in the area and six prospects have achieved significant production, with the nearby Korovou Gold Mine (40 kilometers away) producing 105,000 ounces of  Gold annually.

During the 1990’s several properties west of Vunidawa Gold Claim were drilled by junior mineral exploration companies.

Recursos Montana S. A. is preparing to conduct preliminary exploration work on the property.

GEOLOGICAL SETTING

REGIONAL GEOLOGY OF THE AREA

Fiji lies at the midpoint of opposing Tonga Kermadec and new Hebrides convergence zones, separated from the actual convergence zones by two extensional backarc basins which are the North Fiji Basin to the west and the Lau Basin to the east in addition to a series of transform faults including the Fiji Fracture Zone and the Matthew Hunter Ridge. Many of the reconstructions of the past configuration of the is part of the Pacific indicate, however, that Fiji was not so long ago an integral part of the Pacific “Rim of Fire”; the complex plate boundary between Pacific and t

August 31 , 2012

Via Email
Luis A. G. Rodriguez
Chief Executive Officer
Recursos Montana S.A.
1st Street, #3, Cerros del Atlantico
Puerto Plata, Dominic an Republic

Re: Recursos  Montana S.A.
Amended Registration Statement on Form S -1
Filed August 6, 2012
  File No. 333 -179886

Dear Mr.Rodriguez :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us  with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do n ot believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -1, filed August 6, 2012

Information with Respect to Recursos Montana S.A., page 9

1. We note the text added to page 14 responsive to prior comments 14 and 16 and reissue in
part.  Please revise to discuss the components of each phase of your plan in greater
specific ity, including who will conduct the work, how you calculated the cost of each
phase, and how you will determine the advisability of proceeding with phase two .
Additionally, please address the parameters of your claim and the extent to which you
will need to negotiate additional agreements for the right to undertake the activities in
each phase, given that you do not own the approximately 185 acres .

2. Also, please supplementally provide the “geological evaluation report.”

Luis A. G. Rodriguez
Recursos Montana S.A.
August 3 1, 2012
Page 2

 Exhibits

3. We note your response to prior comments 12 and 20.  Please provide a complete, written
summary of the oral agreement with Mr. McAdams as an exhibit and revise page 38 of
your prospectus to identify “the consulting geologist currently conducting the exploratory
work on the Vunid awa Gold Claim .” It appears that your exhibit and revised disclosure
should address your arrangements with Mr. McAdams regarding the current exploration
at $350 per day as well as the 2010 undertaking to investigate and provide a geological
report.  In thi s regard, it is unclear why your prospectus disclosure does not address when
the daily exploration began and whether it has continued since that date.  Please revise
accordingly.

Exhibit 5

4. Please remove the statements “I am admitted to practice in California and Arizona, but
not admitted to practice in the State of Nevada.  However, I am generally familiar with
the General Corporation Law of the State of Nevada …”

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

You may Raj Rajan at (202) 551 -3388  or Brian Bhandari at (202) 551 -3390  if you have
questions regarding comments on the financial statements and related matters.  Please co ntact
Jay Williamson at (202) 551 -3393  or Jim Lopez  at (202) 551 -3536  with any other questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assis tant Director

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Recursos Montana S.A.

1st Street, #3, Cerros del Atlantico

Pureto Plata, Dominican Republic

Securities Exchange Commission

Re:           Recursos Montana S.A. (the “Company”)

-

SEC Comment Letter dated March 29, 2012

In response to the SEC Comment Letter dated March 29, 2012, the Company has filed Amendment no. 1 to the Registration Statement (the “Registration Statement”).  Our responses to your comments are set out in detail below.

1.

Your disclosure throughout the prospectus indicates that your private placement occurred on September 29, 2010. However, footnote one to the table states that the private placement occurred on September 29, 2011. Revise where necessary to reconcile the inconsistency.

The footnote to the table on the cover page of the Registration Statement has been revised to reflect the fact that the private placement occurred on September 29, 2010.

2.

Revise to disclose the termination date of the offering.

The Registration Statement has been revised to state the offering will terminate nine months from the date the prospectus is declared effective by the SEC.

3.

We note your statement that Mr. Rodriquez and Mr. Kunhardt are acting as underwriters. Please revise to indicate that Mr. Rodriquez and Mr. Kunhardt are underwriters throughout your prospectus.

The Registration Statement has been revised to state that Mr. Rodriguez and Mr. Kunhardt are underwriters.

4.

We note your statement in the first risk factor that your auditor has expressed substantial doubt as to your ability to continue as a going concern which is not consistent with the audit report presented on page 17. Please reconcile this apparent inconsistency.

The Registration Statement has been revised to remove this risk factor.

5.

We note that your only mineral property is located in Fiji. Consider adding risk factors that address doing business internationally.

The Registration Statement has been revised to incorporate a risk factor that addresses doing business internationally.

6.

We note that you have not earned any revenues to date. Revise to add a risk factor(s) addressing such risks associated with your business stage.

The Registration Statement has been revised to incorporate a risk factor addressing the early state of the Company’s business.

-1-

7.

Please add a risk factor discussing the risks involved with becoming a reporting company with the Securities and Exchange Commission.

The Registration Statement has been revised to incorporate a risk factor on the risks involved with becoming a reporting company with the Securities and Exchange Commission.

8.

Please clarify your stage of operations. In this regard, we note in several locations throughout the prospectus that you are an exploration stage company, see, for example, pages one and seven, and in other locations, you represent that you are a pre-exploration stage company, see, for example, pages two, seven and eight. Please revise to reconcile to clarify your present stage of operations.

The Registration Statement has been revised to reflect the fact that we are a pre-exploration stage company.

9.

Revise your disclosure to discuss in greater detail the government regulations associated with your business as required by Items 101(h)(4)(ix) and (xi) of Regulation S-K.  For instance, you state that the MRD is responsible for mining regulations in Fiji, including licenses, permits and leases, but do not address whether you have, or need, any licenses, permits or leases for exploration or at what time you will need them.  Finally, address where you are in the process of obtaining them.

The Registration Statement has been revised to disclose the fact that we hold a prospecting license allowing us to conduct exploratory work on the property.

10.

In addition, please address when you plan to apply to the EMA for a prospecting license.  In this regard, we note your disclosure that you will need an environmental impact assessment (EIA) and environmental management plan (EMP) to apply for a prospecting license but that “any new mining project, including exploration, requires and environmental impact assessment.”  Since you state that you are an exploration stage company, it appears to us that you should already have undertaken an EIA with an EMP.  Please clarify the status of the company’s application with the EMA.

The Registration Statement has been revised to state that we have not obtained an EIA and will need to obtain once we commence mining operations on the property.

11.

Please clarify whether your executive officers and directors are full or part-time employees.  See Item 101(h)(4)(xii) of Regulation S-K.  In addition, please quantify the number of hours each works for the company per week.

The Registration Statement has been revised to disclose that our officers and directors are part time employees devoting approximately five hours per week to our operations.

-2-

12.

We note that you “conduct your business largely through consultants.”  Please revise to discuss your relationship with consultants in greater detail.  For instance, please address how many consultants you have, what role each has and whether you have written or oral agreements with any or all consultants.  We may have further comments.

The Registration Statement has been revised to disclose we have engage one consultant to date, Mr. McAdams.

13.

Please revise to provide the disclosure required by Item 102 of Regulation S-K for your Dominican Republic office, currently the residence of your CEO.  In your discussion, address the adequacy and suitability of such property for your business.

We have revised the section titled “Properties” to provide the disclosure required by Item 102 of Regulation S-K in connection with our Dominican Republic office.

14.

We notate that Mr. McAdams recommends a “two-phase exploration program” and your general description of the program.  Please revise to discuss the two phases, separately, and in greater detail.  Include in your discussion and activities involved in each phase, the costs associated with each phase and whether you plan to hire employees or consultants, and approximately how many, in order to complete each phase.  Also, to the extent possible, address the duration of each exploration phase.

In response to this comment, the Registration Statement has been revised to include additional information for each phase of the proposed exploration program.

15.

Please provide a current dated consent from your independent accountant for amendments over 30 days and note the updating requirements of Article 8-08 of Regulation S-X.

We have included a current dated consent from our independent accountants in the Registration Statement.

16.

Please revise to address in more detail your discussion of the activities in each phase of the company’s operations, the estimated costs of each phase and the estimated time periods required for each phase.

The Registration Statement has been updated to discuss the activities of each phase of our operations, the estimated costs of each phase and the estimated time periods required for each phase.

17.

Please revise to clarify the component(s) of the “professional fees” for which you allocated $2,500.

The Registration Statement has been revised to disclose that professional fees relate to services provided to in registering the certificate of title for the Vunidawa Gold Claim.

-3-

18.

Revise to provide complete Regulation S-K Item 401(e) disclosure for Mr. Kunhardt.  This includes the last five years of business experience, including beginning and end employment dates and business names and industries.  In this regard, we note that current disclosure generally states Mr. Kunhardt is “an entrepreneur owning a number of businesses in the Dominican Republic.”

In response to this comment, the Registration Statement has been revised to provide additional information of Mr. Kunhardt’s business experience.

19.

Please revise to briefly describe the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director as required by Item 401(e)(1) of Regulation S-K.

In response to this comment, Mr. Kunhardt’s and Mr. Rodriguez’s information has been revised to describe previous experiences that lead to the conclusion that they should serve as a director of the Company.

20.

We note that you have a verbal agreement with Mr. McAdams, your geologist.  Please provide a written description of the oral agreement with Mr. McAdams.  See Question 146.04 of the Regulation S-K Compliance and Disclosure Interpretations available at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

We have revised the Registration Statement to include the terms of the verbal agreement with Mr. McAdams.

21.

Please revise your statement to clarify that no compensation was awarded to, earned by, or paid to the named executive officers.

The section titled “Executive Compensation” of the Registration Statement has been updated to state that no compensation was awarded to, earned by, or paid to the named executive officers.

22.

Please revise the legality opinion to clarify that the opinion opines upon the laws of the State of Nevada.

The legality opinion has been updated to clarify that it opines upon the laws of the State of Nevada.

23.

Exhibits 10.1, 23.3 and 99.1 are filed in improper electronic format.  Please note that while you may file electronic documents as an image as an unofficial copy, you must still file your exhibits with an acceptable electronic format.  Please file your exhibits properly with your next amendment.  Refer to Rule 102(a) of Regulation S-T and Section 2.1 of Volume II of the EDGAR Filer Manual.

In response to this comment, the above noted exhibits have been refilled in proper electronic format.

Yours very truly:

Recursos Montana S.A.

“LUIS A. G. RODRIGUEZ

Luis A. G. Rodriguez

Chief Executive Officer, President

and Director

-4-

March 29, 2012
 Via E-mail

Mr. Luis Asdruval Gonzalez R odriguez, Chief Executive Officer, President and Director
Recursos Montana S.A. 1st Street, #3, Cerros del Atlantico Puerto Plata, Dominican Republic
Re: Recursos Montana S.A.
Registration Statement on Form S-1 Filed March 2, 2012
  File No. 333-179886

Dear Mr. Rodriquez:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1, filed March 2, 2012

 Calculation of Registration Fee

1. Your disclosure throughout the prospectus i ndicates that your private placement occurred
on September 29, 2010.  However, footnote one to the table states that the private
placement occurred on September 29, 2011.  Revise where necessary to reconcile the inconsistency.
 Prospectus Summary, page 1

2. Revise to disclose the termin ation date of the offering.

3. We note your statement that Mr. Rodriquez a nd Mr. Kunhardt are acting as underwriters.
Please revise to indicate that Mr. Rodr iquez and Mr. Kunhardt are underwriters
throughout your prospectus.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 2

Risk Factors, page 2

Risk Related to Our Business, page 2

4. We note your statement in the first risk factor that your a uditor has expressed
substantial doubt as to your ability to continue as a going concern which is not
consistent with the audit report presented on page 17.  Please reconcile this apparent
inconsistency.

5. We note that your only mineral pr operty is located in Fiji.  Consider adding risk factors
that address doing business internationally.
6. We note that you have not earned any revenues to  date.  Revise to add a risk factor(s)
addressing such risks associat ed with your business stage.

7. Please add a risk factor disc ussing the risks involved with becoming a reporting company
with the Securities and Exchange Commission.
 Business, page 7

8. Please clarify your stage of operations.  In this regard, we note in several locations
throughout the prospectus that you are an expl oration stage company, see, for example,
pages one and seven, and in other locations, you represent that you ar e a pre-exploration
stage company, see, for example, pages two, seven and eight.  Please revise to reconcile to clarify your presen t stage of operations.
 Compliance with Government al Regulations, page 7

9. Revise your disclosure to disc uss in greater detail the govern ment regulations associated
with your business as required by Items 101(h )(4)(ix) and (xi) of Regulation S-K.  For
instance, you state that the MRD is responsib le for mining regulations in Fiji, including
licenses, permits and leases, but do not addr ess whether you have, or need, any licenses,
permits or leases for exploration or at what time you will need them. Finally, address where you are in the process of obtaining them.
10. In addition, please address when you plan to ap ply to the EMA for a prospecting license.
In this regard, we note your disclosure th at you will need an environmental impact
assessment (EIA) and environmental management  plan (EMP) to apply for a prospecting
license but that “any new mining project , including exploration, requires an
environmental impact assessment.”  Since you state that you are an  exploration stage
company, it appears to us that you should alread y have undertaken an EIA with an EMP.
Please clarify the status of the comp any’s application with the EMA.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 3

 Employees, page 8

11. Please clarify whether your executive offi cers and directors are full or part-time
employees.  See Item 101(h)(4)(xii) of Regula tion S-K.  In addition, please quantify the
number of hours each works for the company per week.

12. We note that you “conduct [y]our business largel y through consultants.”  Please revise to
discuss your relationship with consultants in gr eater detail.  For inst ance, please address
how many consultants you have, what role each  has and whether you have written or oral
agreements with any or all consultant s.  We may have further comment.
 Properties, page 8

13. Please revise to provide the disclosure re quired by Item 102 of Regulation S-K for your
Dominican Republic office, currently the re sidence of your CEO.  In your discussion,
address the adequacy and suitability of such property for your business.
 Conclusions and Recommendations, page 12

14. We note that Mr. McAdams recommends a “t wo-phased exploration program” and your
general description of the program.  Please re vise to discuss the two phases, separately,
and in greater detail.   Include in your disc ussion the activities involved in each phase, the
costs associated with each phase and whether you plan to hire employees or consultants,
and approximately how many, in order to complete each phase.  Also, to the extent possible, address the durati on of each exploration phase.
 Audited Annual Financial Statements

Unaudited Interim Financial Statements
 General

15. Please provide a currently dated consent from your independent accountant for
amendments over 30 days and note the upda ting requirements of Article 8-08 of
Regulation S-X.
 Management’s Discussion of Financial C ondition and Results of Operation, page 34

16. Please revise to address in more detail your discussion of the activities in each phase of
the company’s operations, the estimated co sts of each phase and the estimated time
periods required for each phase.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 4

 Results of Operations, page 34

17. Please revise to clarify the component(s ) of the “professional fees” for which you
allocated $2,500.
 Directors and Executive Officers, page 35

18. Revise to provide complete Regulation S-K Item 401(e) disclosure for Mr. Kunhardt.
This includes the last five years of busi ness experience, including beginning and end
employment dates and business names/industries.   In this regard, we note that current
disclosure generally states Mr. Kunhardt  is “an entrepreneur owning a number of
business[es] in the Dominican Republic.”

19. Please revise to briefly describe the specific experience, qualifications, attributes or skills
that led to the conclusion th at the person should serve as a director as required by Item
401(e)(1) of Regulation S-K.
 Significant Employees, page 35

20. We note that you have a verbal agreement w ith Mr. McAdams, your geologist.  Please
provide a written description of the oral agreement with Mr. McAdams. See Question
146.04 of the Regulation S-K Compliance and Di sclosure Interpretations available at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .
 Executive Compensation, page 36

21. Please revise your statement to clarify that  no compensation was aw arded to, earned by,
or paid to the named executive officers.
 Exhibits

22. Please revise the legality opi nion to clarify that the opini on opines upon the laws of the
State of Nevada.

23. Exhibits 10.1, 23.3 and 99.1 are filed in imprope r electronic format.  Please note that
while you may file electronic documents as an  image as an unofficial copy, you must still
file your exhibits with an accep table electronic format.  Please file your exhibits properly
with your next amendment.  Refer to Rule  102(a) of Regulation S-T and Section 2.1 of
Volume II of the EDGAR Filer Manual.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 5

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Raj Rajan at (202) 551-3388 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or David Link at (202) 551-3356 with any other
questions.
Sincerely,
   /s/ David Link for    John Reynolds
Assistant Director