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.
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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.
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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.
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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'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.
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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.
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.
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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.
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.
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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, 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
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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.
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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.
May 12, 2009 Tamandare Explorations Inc.
/s/ Roger Gebert
---------------------------------------
By: Roger Gebert
President, Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer & Director
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