UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 Commission file number 333-150419 TAMANDARE EXPLORATIONS INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 26-1434750 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 23046 Avenida de la Carlota, Suite 600, Laguna Hills, CA 92653 (Address of Principal Executive Offices & Zip Code) (800) 859-7894 (Telephone Number) Resident Agents of Nevada 711 S. Cason Street, Suite 4 Carson City, NV 89701 Telephone (775) 882-4641 Facsimile (775) 882-6818 (Name and Address of Agent for Service) 15 Fort York Blvd., Suite 4511 Toronto, ON, M5V 3Y4, Canada (Former Address of Principal Executive Offices & Zip Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of December 14, 2010, the registrant had 5,500,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of December 14, 2010. TAMANDARE EXPLORATIONS INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 5 Item 2. Properties 7 Item 3. Legal Proceedings 7 Item 4. Submission of Matters to a Vote of Securities Holders 7 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Financial Statements 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19 Item 9A. Controls and Procedures 19 Item 9B. Other Information 21 Part III Item 10. Directors and Executive Officers 21 Item 11. Executive Compensation 23 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24 Item 13. Certain Relationships and Related Transactions 25 Item 14. Principal Accounting Fees and Services 25 Part IV Item 15. Exhibits 26 Signatures 26 2 EXPLANATORY NOTE We are filing this Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2009 as originally filed with the Securities and Exchange Commission on February 16, 2010. The sole purpose of this Form 10-K/A is to include in the filing the revised report issued by our auditor to identify each of the periods presented in the comparitive financial statements included in the filing as being audited, which is required by AU Section 508.08 and to revise the Signatures section to comply with General Instruction D to Form 10-K. Due to a change in Management as reported on Form 8-K on November 24, 2010 this Form 10-K/A has been signed by our current Officer and Director. PART I ITEM 1. DESCRIPTION OF BUSINESS GENERAL INFORMATION You should read the following summary together with the more detailed business information and the financial statements and related notes that appear elsewhere in this annual report. In this annual report, unless the context otherwise denotes, references to "we", "us", "our", "Tamandare" and "Tamandare Explorations" are to Tamandare Explorations Inc. Tamandare Explorations was incorporated in the State of Nevada on November 16, 2007 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage company with no revenues and a limited operating history. The principal executive offices are located at 15 Fort York Blvd., Suite 4511, Toronto, ON, Canada. We have a total of 75,000,000 authorized common shares with a par value of $0.001 per share with 5,500,000 common shares issued and outstanding as of December 31, 2009. Cash provided by financing activities for the period from inception (November 16, 2007) through December 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 our "all or nothing" offering that was completed on October 8, 2008. Our financial statements from inception (November 16, 2007) through the year ended December 31, 2009 report no revenues and a net loss of $52,957. Our independent auditor has issued an audit opinion for Tamandare Explorations Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. BUSINESS We carried out exploration on the Que 1-4 property located in the west central area of the State of Nevada, soutwest of the Town of Tonopah. Phase 1 was completed in December 2008 at a cost of $8,500. In April 2009 further fill-in MMI sampling was carried out at a cost of $9,500. Based on the findings the company decided to abandon the property and is now investigating other opportunities to best utilize our remaining capital. This may include procuring another mineral property for exploration. COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from any of our exploration properties as we will hold all interest and rights to the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any minerals that we are able to recover. 3 We are subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. In the future if we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to do so. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION Exploration programs in Nevada are subject to state and federal regulations regarding environmental considerations. All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners. We may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations. Future legislation may significantly emphasize the protection of the environment, and, as a consequence, our activities may be more closely regulated to further the cause of environmental protection. Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of operations, the extent of which cannot be predicted. Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future. This may have a substantial impact upon the capital expenditures required of us in order to deal with such problem and could substantially reduce earnings. The regulatory bodies that directly regulate our exploration activities are the Bureau of Land Management (Federal) and the Nevada Department of Environmental Protection (State). PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis. 4 NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our products or services. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. We paid $3,500 for the geology report and $3,500 for the staking of the claims. EMPLOYEES AND EMPLOYMENT AGREEMENTS Our only employee is our sole officer, Mark Lawson. Mr. Lawson currently devotes 4 hours per week to company matters, in the future he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ITEM 1A. RISK FACTORS OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL UNCERTAINTY WE WILL CONTINUE OPERATING activities. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and investors could lose their investment. BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST. 5 The probability of an individual prospect ever having reserves is extremely remote. In all probability any property we carry out exploration on may not contain any reserves. As such, any funds spent on exploration will probably be lost. OUR MANAGEMENT HAS NO TECHNICAL TRAINING OR EXPERIENCE IN EXPLORING FOR, STARTING, AND OPERATING AN EXPLORATION PROGRAM. MANAGEMENT'S DECISIONS AND CHOICES MAY NOT TAKE INTO ACCOUNT STANDARD ENGINEERING OR MANAGERIAL APPROACHES MINERAL EXPLORATION COMPANIES COMMONLY USE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES. Our management has limited experience with exploring for, starting, and operating an exploration program. Further, our management has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our activities, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES. We were incorporated in November 2007 and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss was $52,957 from inception to December 31, 2009. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: * our ability to locate a profitable mineral property * our ability to generate revenues * our ability to reduce exploration costs. Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities. BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR EXPLORATION ACTIVITY. 6 Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve, we cannot generate revenues. WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. If we cannot find the products and equipment we need, we will have to suspend future exploration plans until we do find the products and equipment we need. BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL ONLY BE DEVOTING 10% OF HIS TIME OR APPROXIMATELY FOUR HOURS PER WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION. Because our officer and director has other outside business activities and will only be devoting 10% of his time or four hours per week to our operations, our operations may be sporadic and occur at times which are convenient to our officer and director. ITEM 2. PROPERTIES We do not currently own any property. Our offices are located at 15 Fort York Blvd., Suite 4511, Toronto, ON, Canada. The facilities are provided at no charge by the officer of the corporation. Management believes the current premises are sufficient for its needs at this time. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders during the year ended December 31, 2009. 7 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Since February 13, 2009 our shares have been listed for trading on the OTC Electronic Bulletin Board (OTCBB). The symbol is TAEI. There has been no active trading of our securities, and, therefore, no high and low bid pricing. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. As of December 31, 2009, we have 5,500,000 Shares of $0.001 par value common stock issued and outstanding held by 28 shareholders of record. Of the 5,500,000 shares of common stock outstanding as of December 31, 2009, 3,000,000 shares are owned by Roger Gebert, a former officer and director, and may only be resold in compliance with Rule 144 of the Securities Act of 1933. The stock transfer agent for our securities is Holladay Stock Transfer. DIVIDENDS We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant. SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's 8 written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market. Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; and the customers rights and remedies in causes of fraud in penny stock transactions. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS There were no shares of common stock or other securities issued to the issuer or affiliated purchasers during the year ended December 31, 2009. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $30,866 and $21,134 for the years ended December 31, 2009 and 2008, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our required reports with the U.S. Securities and Exchange Commission. For the year ended December 31, 2009 we incurred $17,000 in mineral property expenses. For the year ended December 31, 2008 we incurred $7,100 in mineral property expenses. Our deficit accumulated during the exploration stagewas $52,957. We have sold $65,000 in equity securities to date. We sold $15,000 in equity securities to our officer and director and $50,000 to 27 independent investors. The following table provides selected financial data about our company for the years ended December 31, 2009 and 2008. 9 Balance Sheet Data: 12/31/09 12/31/08 ------------------- -------- -------- Cash $12,606 $40,475 Total assets $13,031 $45,909 Total liabilities $ 988 $ 3,000 Shareholders' equity $12,043 $42,909 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at December 31, 2009 was $12,606 with all $988 in 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. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from November 16, 2007 (date of inception) to December 31, 2009 and generated a net loss of $52,957. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the exploration stage and has minimal expenses, management believes that the company's current cash may not to cover the expenses they will incur during the next twelve months. PLAN OF OPERATION Our plan of operation for the next twelve months is to secure a new property for exploration or other potential business opportunities that might be available to the Company. There can be no assurances that we will be able to secure a new property for exploration or find other available business opportunities, nor can there be any certainties of the business industry of the opportunity that might be available nor any indication of the financial resources required of any possible business opportunity. If we are unable to secure another property for exploration or alternatively, find another business opportunity, our shareholders will lose some or all of their investment and our business will likely fail. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 10 ITEM 8. FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board Of Directors Tamandare Explorations Inc. (Exploration Stage Company) Toronto, ON, Canada. We have audited the accompanying balance sheets of Tamandare Explorations Inc. (a development stage company) as of December 31, 2009 and 2008 and the related Statements of expenses, stockholders' equity , and cash flows for the years ended December 31, 2009 and 2008 and the period from inception (November 16, 2007) through December 31, 2009, These financial statements are the responsibility of Tamandare Explorations Inc.. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tamandare Explorations Inc.. as of December 31, 2009 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008 and the period from inception to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Tamandare Explorations Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Tamandare Explorations Inc.. has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty /s/ MaloneBailey, LLP. ------------------------------- www.malonebailey.com Houston, TX February 12, 2010 11 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheets --------------------------------------------------------------------------------
December 31, December 31, 2009 2008 -------- -------- ASSETS CURRENT ASSETS Cash $ 12,606 $ 40,475 Other Current Assets Other Receivable -- 552 Deposits 425 4,882 -------- -------- Total Current Assets 13,031 45,909 TOTAL ASSETS $ 13,031 $ 45,909 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Stock Subscriptions Received $ -- $ 3,000 Accounts Payable 988 -------- -------- TOTAL LIABILITIES 988 3,000 STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 75,000,000 shares authorized; 5,500,000 shares issued and outstanding respectively as of December 31, 2009 and December 31, 2008 5,500 5,500 Additional paid-in capital 59,500 59,500 Deficit accumulated during exploration stage (52,957) (22,091) -------- -------- TOTAL STOCKHOLDERS' EQUITY 12,043 42,909 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 13,031 $ 45,909 ======== ========
The accompanying notes are an integral part of these financial statements. 12 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Expenses --------------------------------------------------------------------------------
November 16, 2007 (inception) Year Ended Year Ended through December 31, December 31, December 31, 2009 2008 2009 ---------- ---------- ---------- GENERAL & ADMINISTRATIVE EXPENSES $ 6,096 $ 6,923 $ 13,976 EXPLORATION COSTS 17,000 7,111 24,111 PROFESSIONAL FEES 7,770 7,100 14,870 ---------- ---------- ---------- NET LOSS $ (30,866) $ (21,134) $ (52,957) ========== ========== ========== BASIC AND DILUTED NET LOSS PER SHARE $ (0.01) $ (0.01) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,500,000 3,334,550 ========== ==========
The accompanying notes are an integral part of these financial statements. 13 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From November 16, 2007 (Inception) through December 31, 2009 --------------------------------------------------------------------------------
Deficit Common Accumulated Common Stock Additional During Stock Amount Paid-in Exploration Shares (0.001) Capital Stage Total ------ ------- ------- ----- ----- Stock issued for cash on December 11, 2007 @ $0.005 per share 3,000,000 $ 3,000 $ 12,000 $ -- $ 15,000 Net loss, December 31, 2007 (957) (957) ---------- ------- -------- --------- -------- BALANCE, DECEMBER 31, 2007 3,000,000 3,000 12,000 (957) 14,043 ========== ======= ======== ========= ======== Stock issued for cash on October 8, 2008 @ $0.02 per share 2,500,000 2,500 47,500 50,000 Net loss, December 31, 2008 (21,134) (21,134) ---------- ------- -------- --------- -------- BALANCE, DECEMBER 31, 2008 5,500,000 5,500 59,500 (22,091) 42,909 ========== ======= ======== ========= ======== Net loss, December 31, 2009 (30,866) (30,866) ---------- ------- -------- --------- -------- BALANCE, DECEMBER 31, 2009 5,500,000 $ 5,500 $ 59,500 $ (52,957) $ 12,043 ========== ======= ======== ========= ========
The accompanying notes are an integral part of these financial statements. 14 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Cash Flows --------------------------------------------------------------------------------
November 16, 2007 (inception) Year Ended Year Ended through December 31, December 31, December 31, 2009 2008 2009 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(30,866) $(21,134) $(52,957) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: (Increase) decrease in Deposits 4,457 (4,882) (425) (Increase) decrease in Other Receivable 552 (552) -- Increase (decrease) in Stock Subscriptions Received (3,000) 3,000 -- Increase in Accounts Payable 988 -- 988 -------- -------- -------- NET CASH USED IN OPERATING ACTIVITIES (27,869) (23,568) (52,394) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock for Cash -- 50,000 65,000 -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 50,000 65,000 -------- -------- -------- NET INCREASE IN CASH (27,869) 26,432 12,606 CASH AT BEGINNING OF PERIOD 40,475 14,043 -- -------- -------- -------- CASH AT END OF YEAR $ 12,606 $ 40,475 $ 12,606 ======== ======== ======== 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. 15 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements -------------------------------------------------------------------------------- NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Tamandare Explorations Inc. was incorporated in Nevada on November 16, 2007. Tamandare is an Exploration Stage Company, as defined by ASC No. 915 "DEVELOPMENT STAGE ENTITIES." Tamandare's principal business is the acquisition and exploration of mineral resources. Tamandare is in the process of acquiring a series of mining claims for exploration. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Net Loss Per Share. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period through December 31, 2009, there were no potentially dilutive securities outstanding. Cash and Cash Equivalents. For purposes of the statement of cash flows, Tamandare considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2009 and 2008, cash consisted of funds in the Tamandare's bank account. Mineral Property Costs. Tamandare has been in the exploration stage since its formation on November 16, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. Income Taxes. Tamandare recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Tamandare provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. 16 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements -------------------------------------------------------------------------------- Recently Issued Accounting Pronouncements. Tamandare does not expect the adoption of recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flow. 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 December 31, 2009, Tamandare has accumulated losses 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. INCOME TAXES Tamandare uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2009, Tamandare incurred a net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $52,957 at December 31, 2009, and will expire through 2029. At December 31, 2009 and 2008, deferred tax assets consisted of the following: December 31, 2009 2008 -------- -------- Deferred Tax Asset $ 7,944 $ 7,511 Valuation Allowance (7,944) (7,511) -------- -------- Net Deferred Tax Asset $ -- $ -- ======== ======== NOTE 4. COMMON STOCK From inception (November 16, 2007) through December 31, 2009, Tamandare sold 3,000,000 shares of its common stock to its director at $0.005 per share, or $15,000 cash and 2,500,000 shares of its common stock to 27 unrelated investors at $0.02 per share, or $50,000 cash. 17 TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements -------------------------------------------------------------------------------- NOTE 5. STOCK SUBSCRIPTIONS RECEIVED Tamandare received a $3,000 duplicate payment from one of its investors and during the year ended on December 31, 2009 the funds had been returned. NOTE 6. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2009 up through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events. 18 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of December 31, 2009 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. 19 The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2009. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2010. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2010. 20 CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. ITEM 9B. OTHER INFORMATION DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On January 14, 2010, Roger Gebert resigned as an officer and director of the Company. Additionally, effective January 14, 2010, Mark Lawson was appointed as President, Secretary, Treasurer, Chief Financial Officer, Chief Executive Officer and a Director of the Company. There are no understandings or arrangements between Mr. Lawson and any other person pursuant to which he was appointed CEO and Director. Mr. Lawson presently does not serve on any Company committee. Mr. Lawson does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Mr. Lawson has never entered into a transaction, nor are there any proposed transactions, between Mr. Lawson and the Company. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The officer and director of Tamandare Explorations, whose one year terms will expire 1/31/11, or at such a time as his successor(s) shall be elected and qualified is as follows: Name & Address Age Position Date First Elected Term Expires -------------- --- -------- ------------------ ------------ Mark Lawson 37 President, 1/14/10 1/31/11 15 Fort York Blvd Secretary, Suite 4511 Treasurer, Toronto, ON, Canada CFO, CEO & M5V 3Y4 Director The foregoing person is a promoter of Tamandare Explorations Inc., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. 21 Mark Lawson currently devotes 4 hours per week to company matters, in the future he intends to devote as much time as the board of directors deems necessary to manage the affairs of the company. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. BACKGROUND INFORMATION MARK LAWSON worked as an investment banker with Morgan Stanley in New York from 2005 until 2008 where he was involved in the execution of over $6 billion worth of mergers and acquisitions, $8 billion worth of debt offerings and $500 million of equity financings. Mr. Lawson was previously a Director of a boutique corporate finance firm in Toronto, Canada. He received his Bachelor of Arts in Statistical Sciences from The University of Western Ontario and his MBA from The Richard Ivey School of Business at the University of Western Ontario. Mr. Lawson is currently the President & CEO of New Global Ventures International Ltd., a company listed on the TSX Venture Exchange (the "TSX"), a director of Bradenburg Metals Corp., a CPC listed on the TSX Venture Exchange (the "TSX"), and EcoloCap Solutions Inc., which trades on the Over-the-Counter Bulletin Board (OTCBB) maintained by the Financial Industry Regulatory Authority. CODE OF ETHICS Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002. Our Code of Ethical Conduct is designed to deter wrongdoing and to promote: * Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; * Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us; * Compliance with applicable governmental laws, rules and regulations; 22 * The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and * Accountability for adherence to the Code. ITEM 11. EXECUTIVE COMPENSATION Our current officer receives no compensation. The current Board of Directors is comprised of Roger Gebert. SUMMARY COMPENSATION TABLE
Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ Mark Lawson, -- 0 0 0 0 0 0 0 0 President, CFO & CEO Roger 2009 0 0 0 0 0 0 0 0 Gebert, 2008 0 0 0 0 0 0 0 0 Former CEO & CFO
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ Mark 0 0 0 0 0 0 0 0 0 Lawson, CEO & CFO Roger 0 0 0 0 0 0 0 0 0 Gebert, Former CEO & CFO
23 DIRECTOR COMPENSATION
Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Mark Lawson 0 0 0 0 0 0 0 Sole Director Roger Gebert, 0 0 0 0 0 0 0 Former Director
There are no current employment agreements between the company and its executive officer. In November, 2007, a total of 3,000,000 shares of common stock were issued to Bruno Mossiman, a former officer and director in exchange for cash in the amount of $15,000 U.S., or $.005 per share. The terms of these stock issuances were as fair to the company, in the opinion of the board of directors, as could have been made with an unaffiliated third party. In February 2008 the shares were transferred, in a private transaction, to Roger Gebert, a former officer and director. Mr. Lawson currently devotes approximately 4 hours per week to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Tamandare Explorations Inc. voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this annual report: 24 Name of No. of Percentage Beneficial Owner (1) Shares of Ownership -------------------- ------ ------------ Mark Lawson 0 0% 15 Fort York Blvd. Toronto, ON Canada All Officers and Directors as a Group 0 0% Roger Gebert 3,000,000 54% Seefeldstrasse 69 Zurich 8008 Switzerland ---------- (1) The person named may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In November, 2007, a total of 3,000,000 shares of Common Stock were issued to Bruno Mossiman, a former officer and director in exchange for $15,000 US, or $.005 per share. The shares were transferred to Mr. Roger Gebert, a former officer and director, in a private transaction in February 2008. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by the officer and director of the Company. (See "Principal Stockholders".) ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services were $7,770, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended December 31, 2009. The total fees charged to the company for audit services were $5,600, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended December 31, 2008. 25 PART IV ITEM 15. 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 Section 13 or 15(d) 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. TAMANDARE EXPLORATIONS INC. By: /s/ David J. Moss --------------------------------------------------- David J. Moss President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: December 14, 2010 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. December 14, 2010 Tamandare Explorations Inc. /s/ David J. Moss --------------------------------------------- By: David J. Moss President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer & Director 26