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 MARCH 31, 2009 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)859-5766 & 011-43-430-22-02 (telephone number, including area code) Resident Agents of Nevada 711 S. Carson 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 May 12, 2009. ITEM 1. FINANCIAL STATEMENTS. TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheets - --------------------------------------------------------------------------------
(Unaudited) March 31, December 31, 2009 2008 -------- -------- ASSETS CURRENT ASSETS Cash $ 31,411 $ 40,475 OTHER CURRENT ASSETS Other Receivable -- 552 Deposits 634 4,882 -------- -------- Total Current Assets 32,045 45,909 -------- -------- TOTAL ASSETS $ 32,045 $ 45,909 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Stock Subscriptions Received $ -- $ 3,000 -------- -------- TOTAL LIABILITIES -- 3,000 STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 75,000,000 shares authorized; 5,500,000 shares issued and outstanding as of March 31, 2009 and December 31, 2008 5,500 5,500 Additional paid-in capital 59,500 59,500 Deficit accumulated during exploration stage (32,955) (22,091) -------- -------- TOTAL STOCKHOLDERS' EQUITY 32,045 42,909 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 32,045 $ 45,909 ======== ========
The accompanying notes are an integral part of these financial statements. 2 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Expenses (Unaudited) - --------------------------------------------------------------------------------
November 16, 2007 Three Months Three Months (inception) Ended Ended through March 31, March 31, March 31, 2009 2008 2009 ---------- ---------- ---------- GENERAL & ADMINISTRATIVE EXPENSES $ 864 $ 45 $ 8,744 MINERAL PROPERTY EXPENSES 8,500 7,000 15,611 PROFESSIONAL FEES 1,500 2,000 8,600 ---------- ---------- ---------- NET LOSS $ (10,864) $ (9,045) $ (32,955) ========== ========== ========== BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,500,000 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 Three Months Three Months (inception) Ended Ended through March 31, March 31, March 31, 2009 2008 2009 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(10,864) $ (9,045) $(32,955) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: (Increase) decrease in Other Receivable 552 -- -- (Increase) decrease in Deposits 4,248 -- (634) Increase (decrease) in Stock Subscriptions Received (3,000) -- -- -------- -------- -------- NET CASH USED IN OPERATING ACTIVITIES (9,064) (9,045) (33,589) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock for Cash -- -- 65,000 -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 65,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (9,064) (9,045) 31,411 CASH AT BEGINNING OF PERIOD 40,475 14,043 -- -------- -------- -------- CASH AT END OF YEAR $ 31,411 $ 4,998 $ 31,411 ======== ======== ======== 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. 4 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's Form 10-K filed with SEC. 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 2008 as reported in the Form 10-K 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 March 31, 2009, Tamandare has accumulated losses of $32,955 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. Stock Subscriptions Received Tamandare received a $3,000 duplicate payment from one of its investors as of December 31, 2008. The funds had been returned as of March 31, 2009. 5 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. Our mineral claims have been staked and we hired a professional mining engineer to prepare a geological report. The first phase of the exploration program was completed in December 2008 the geologist suggested further fill-in MMI sampling to try and establish a more exact pattern for the anomalies, this work was completed in April 2009 and we are awaiting the results. Our property (the Que 1-4 Mineral Claims) may not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claims to production. 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. 6 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. PLAN OF OPERATION Our plan of operation for the next twelve months is to complete phase 2 of our exploration program, if warranted. In addition to the remaining $19,000 we anticipate spending for phase 1A and phase 2 of 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 $29,000. 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 (completed) PHASE 1A Follow up fill-in MMI sampling to try and establish a more exact pattern for the anomalies identified in Phase 1. 9,500 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 $52,500 ======= Each phase following phase 1 is contingent upon favorable results from the previous phase. The first phase of the exploration program was completed in December 2008 the geologist suggested further fill-in MMI sampling to try and establish a more exact pattern for the anomalies. Phase 1A was completed in April 2009 and we are awaiting the geologist's report on his findings. 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. 7 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, and we are able to raise the necessary funding, 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 second quarter 2009 and phase 3 in fourth quarter 2009 or first quarter 2010. 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 $10,864 and $9,045 for the three months ended March 31, 2009 and 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 March 31, 2009 was $32,955. Cash provided by financing activities for the period from inception (November 16, 2007) through March 31, 2009 was $65,000, 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 $50,000 represents stock subscriptions received from an "all or nothing" offering which was completed on October 8, 2008. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at March 31, 2009 was $31,411 with no outstanding liabilities. 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. 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 8 13a-15(e) and 15d-15(e)) as of March 31, 2009. 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 March 31, 2009 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 March 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 9 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. May 12, 2009 Tamandare Explorations Inc. /s/ Roger Gebert --------------------------------------- By: Roger Gebert President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer & Director 10