UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
Commission file number 333-150419
TAMANDARE EXPLORATIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Seefeldstrasse 69
Zurich 8008 Switzerland
(Address of principal executive offices, including zip code)
(800) 880-6416 & 011-41-44-274-28-28
(telephone number, including area code)
Resident Agents of Nevada
711 S. Cason Street, Suite 4
Carson City, NV 89701
Telephone (775) 882-4641 Facsimile (775)
882-6818
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,500,000 shares as of October 28,
2008.
ITEM 1. FINANCIAL STATEMENTS
TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
- --------------------------------------------------------------------------------
September 30, December 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 38,416 $ 14,043
OTHER CURRENT ASSETS
Deposits 641 --
-------- --------
Total Current Assets 39,057 14,043
TOTAL ASSETS $ 39,057 $ 14,043
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 43,000 $ --
-------- --------
TOTAL LIABILITIES 43,000 --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 75,000,000 shares
authorized; 3,000,000 shares issued and outstanding
as of September 30, 2008 and December 31, 2007 3,000 3,000
Additional paid-in capital 12,000 12,000
Deficit accumulated during exploration stage (18,943) (957)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (3,943) 14,043
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 39,057 $ 14,043
======== ========
The accompanying notes are an integral part of these financial statements.
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TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Statements of Expenses
(Unaudited)
- --------------------------------------------------------------------------------
November 16, 2007
Three Months Nine Months (inception)
Ended Ended through
September 30, September 30, September 30,
2008 2008 2008
---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 2,412 $ 5,046 $ 6,003
MINERAL PROPERTY EXPENSES 40 7,040 7,040
PROFESSIONAL FEES 1,200 5,900 5,900
---------- ---------- ----------
NET LOSS $ 3,652 $ 17,986 $ 18,943
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ 0.00 $ 0.01
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,000,000 3,000,000
========== ==========
The accompanying notes are an integral part of these financial statements.
3
TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
November 16, 2007
Nine Months (inception)
Ended through
September 30, September 30,
2008 2008
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(17,986) $(18,943)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in Deposits (641) (641)
Increase (decrease) in Accounts Payable -- --
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (18,627) (19,584)
CASH FLOWS FROM FINANCING ACTIVITIES
Accounts payable 43,000 43,000
Issuance of Common Stock -- 15,000
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 43,000 58,000
-------- --------
NET INCREASE IN CASH 24,373 38,416
CASH AT BEGINNING OF PERIOD 14,043 --
-------- --------
CASH AT END OF YEAR $ 38,416 $ 38,416
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
Income Taxes $ -- $ --
The accompanying notes are an integral part of these financial statements.
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TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Tamandare
Explorations, Inc., have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in Tamandare
Explorations, Inc.'s report filed with the SEC on Form S-1. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2007 as reported in the form S-1 have been
omitted.
NOTE 2. GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies Tamandare will continue to realize its assets and discharge its
liabilities in the normal course of business. Tamandare has never generated
revenues since inception and is unlikely to generate earnings in the immediate
or foreseeable future. The continuation of Tamandare as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of Tamandare to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. As of September 30,
2008, Tamandare has accumulated losses of $18,943 since inception. These factors
raise substantial doubt regarding Tamandare's ability to continue as a going
concern. These 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 Tamandare be unable to continue as
a going concern.
NOTE 3. ACCOUNTS PAYABLE
In May through September 2008, Tamandare received completed subscription
agreements in its "all or nothing" offering. The subscription agreements were
for 2,150,000 shares of its common stock at $.02 per share, or $43,000 cash. As
the offering is "all or nothing", the funds are recorded as a liability until
such time as the offering is completed and in the event the offering is not
completed the funds will be returned to the investors.
NOTE 4. SUBSEQUENT EVENTS
On October 8, 2008 Tamandare completed its "all or nothing" offering.
Subscription agreements totaling 2,500,000 shares of common stock at $.02 per
share, or $50,000 were received from 27 unrelated investors.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. We are an exploration stage company
and have not yet generated or realized any revenues.
BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
We currently have one property which we plan on exploring for silver and other
minerals, known as the Que 1-4 Mineral Claims, comprised of 4 contiguous claims
totaling 82.64 acres. The beneficial owner of the mineral claims is Tamandare
Explorations Inc., and the claims are in good standing until September 1, 2009.
The Que 1-4 property lies in the west central area of the State of Nevada
southwest of the Town of Tonopah and is accessible from Highway 95 by traveling
south of the Town for 22 miles to the Silver Peak cut-off that is taken to the
west for 27 miles to the Paymaster Canyon cut-off that is taken to the north for
5 miles to the property. The area experiences about 4" - 8" of precipitation
annually of which about 20% may occur as a snow equivalent. The claim area
ranges in elevation from 4,450' - 4,620' mean sea level. The physiography of the
Que property is low sloping terrain to the west and the east within the
confinement of the south end of the Paymaster Canyon. Much of this general area
with many broad open valleys and spiny mountain ridges hosts sagebrush and other
desert plants on the low hill slopes.
We have not carried out any exploration work on the claims and have incurred no
exploration costs. The future cost of exploration work on the property is
disclosed in detail in the Plan of Operation section of this report.
There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators. The
Town of Tonopah offers much of the necessary infrastructure required to base and
carry-out an exploration program (accommodations, communications, equipment and
supplies). Larger or specialized equipment can likely be acquired in the City of
Las Vegas lying 209 miles by paved road (Highway 95) to the south.
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A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by our consulting geologist. Detailed prospecting, mapping
and reconnaissance MMI soil geochemical surveys of the claim area are
recommended.
The cost of the proposed program is $8,500 for the initial phase of exploration
work, $9,500 for the contingent second phase and $25,000 for the third phase. We
plan to commence Phase 1 of the exploration program in the fourth quarter of
2008.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to complete our exploration
program. In addition to the $43,000 we anticipate spending for the exploration
program as outlined below, we anticipate spending an additional $10,000 on
professional fees, including fees payable in connection with complying with
reporting obligations, and general administrative costs. Total expenditures over
the next 12 months are therefore expected to be approximately $53,000.
The following work program has been recommended by the consulting geologist who
prepared the geology report.
PHASE 1
Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive $ 8,500
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. Included in this estimated cost is
transportation, accommodation, board, grid installation,
two geophysical surveys, maps and report 9,500
PHASE 3
Induced polarization survey over grid controlled anomalous
area of interest outlined by Phase 1&2 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, detailed maps and reports 25,000
-------
Total $43,000
=======
Each phase following phase 1 is contingent upon favorable results from the
previous phase.
We plan to commence Phase 1 of the exploration program on the claims in the
fourth quarter of 2008. We expect this phase to take 14 days to complete and an
additional two months for the consulting geologist to receive the results from
the assay lab and prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
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Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $9,500 and will take
approximately 14 days to complete and an additional two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $25,000 and will take approximately 25 days to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.
We anticipate commencing the second phase of our exploration program in first
quarter 2009 and phase 3 in second quarter 2009. We have a verbal agreement with
James McLeod, the consulting geologist who prepared the geology report on our
claims, to retain his services for our planned exploration program. We cannot
provide investors with any assurance that we will be able to raise sufficient
funds to proceed with any work after the exploration program if we find
mineralization.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $3,652 for the three months ended September
30, 2008. These expenses consisted of general operating expenses and
professional fees incurred in connection with the day to day operation of our
business. Our net loss from inception through September 30, 2008 was $18,943. We
were incorporated on November 16, 2007 so there are no comparative figures for
the previous year.
Cash provided by financing activities for the period from inception (November
16, 2007) through September 30, 2008 was $58,000, of which $15,000 was from the
sale of 3,000,000 shares of common stock to a director of the company for $0.005
per share and $43,000 represents stock subscriptions received from an "all or
nothing" offering. On October 8, 2008 we completed our offering for total
proceeds of $50,000.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at September 30, 2008 was $38,416 including $43,000 in stock
subscriptions received pursuant to our offering, with all $43,000 in outstanding
liabilities. Our offering was on an all-or-nothing basis and was completed on
October 8, 2008 with total proceeds of $50,000. Management believes our current
cash balance will sustain operations for the next twelve months. We are an
exploration stage company and have generated no revenue to date.
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ITEM 4. CONTROLS AND PROCEDURES.
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
The Company's Chief Executive Officer and Principal Accounting Officer
participated in an evaluation by management of the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of September 30, 2008. Based on their participation
in that evaluation, the Company's Chief Executive Officer and Principal
Accounting Officer concluded that the Company's disclosure controls and
procedures were not effective as of September 30, 2008 to ensure that required
information is disclosed on a timely basis in its reports filed or furnished
under the Exchange Act.
We recognize the importance of internal controls. As we are currently an
exploration stage company with limited ongoing financial operations, management
is making an effort to mitigate this material weakness to the fullest extent
possible. At present this is done by having the Chief Executive Officer review
our financial statements, account reconciliations and accounts payable reports
that have been prepared by financial consultant for reasonableness. All
unexpected results are investigated. At any time, if it appears that any control
can be implemented to continue to mitigate such weakness, it will be immediately
implemented. As we grow in size and as our finances allow, management will hire
sufficient accounting staff and implement appropriate procedures for monitoring
and review of work performed by our financial consultant.
(b) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There was no change in the Company's internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during
the fiscal quarter ended September 30, 2008 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibit
Number Name
- ------ ----
31.1 CERTIFICATION REQUIRED BY RULE 13a - 14(a) OR RULE 15d - 14(a) OF
THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002 OF THE CHIEF EXECUTIVE OFFICER
31.2 CERTIFICATION REQUIRED BY RULE 13a - 14(a) OR RULE 15a - 14(a) OF
THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002 OF THE CHIEF FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002 (18 U.S.C. SECTION 1350), OF THE CHIEF EXECUTIVE OFFICER
32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002 (18 U.S.C. SECTION 1350), OF THE CHIEF FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
November 3, 2008 Tamandare Explorations Inc.
/s/ Roger Gebert
---------------------------------------
By: Roger Gebert
President, Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer & Director
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